Amended And Restated,1984 Employee Stock Purchase Plan

Exhibit 10.1 AMENDED AND RESTATED 3COM CORPORATION 1984 EMPLOYEE STOCK PURCHASE PLAN Amended & Restated September 26, 2007 1. Purpose . The 3Com Corporation 1984 Employee Stock Purchase Plan (the " Prior Plan" ) was established to provide eligible employees of 3Com Corporation (" 3Com" ) and any current or future subsidiary corporation(s) of 3Com (collectively referred to as the " Company" ) with an opportunity, through payroll deductions, to acquire common stock of 3Com. The Prior Plan has been amended from time to time. On September 26, 2007, the Board of Directors of 3Com (the " Board" ) amended and restated the Prior Plan as amended in order to make various changes to the Prior Plan considered beneficial for continuing to carry out the purposes of such plan, all in the form set forth herein (the " Plan" ). For purposes of the Plan, a parent corporation and a subsidiary corporation shall be as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of 1986, as amended (the " Code" ). The Company intends that the Plan shall qualify as an " employee stock purchase plan" under Section 423 of the Code (including any future amendments or replacements of such section), and the Plan shall be so construed. The provisions of the Plan, accordingly, shall be construed so as to extend and limit Plan participation in an uniform and nondiscriminatory basis consistent with the requirements of Section 423 of the Code. Any term not expressly defined in the Plan but defined for purposes of Section 423 of the Code shall have the same definition herein. Because an eligible employee who participates in the Plan (a " Participant" ) may withdraw the Participant' s accumulated payroll deductions and terminate participation in the Plan or any Offering Period (as defined below) therein during an Offering Period (as defined below), the Participant is, in effect, given an option which may or may not be exercised during any Offering Period. 2. Share Reserve . Subject to adjustment upon changes of capitalization of the Company, as provided in Section 13 hereof, the maximum number of shares that may be issued under the Plan shall be 46,687,441 shares of 3Com' s authorized but unissued common stock (the " Shares" ). In the event that any option granted under the Plan (an " Option" ) for any reason expires or is terminated, the Shares allocable to the unexercised portion of such Option may again be subjected to an Option. 3. Administration . The Plan shall be administered by the Board and/or by a duly appointed committee of the Board having such powers as shall be specified by the Board, which committee shall be constituted to comply with requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where awards are, or shall be, granted under the Plan. Any subsequent references to the Board shall also mean the committee if it has been appointed. All questions of interpretation of the Plan or of any Options shall be determined by the Board and shall be final and binding upon all persons having an interest in the Plan and/or any Option. Subject to the provisions of the Plan, the Board shall determine all of the relevant terms and conditions of Options granted pursuant to the Plan; provided, however, that all Participants granted Options pursuant to the Plan shall have the same rights and privileges within the meaning of Section 423(b)(5) of the Code. Notwithstanding any provision to the contrary in this Plan, the Board may adopt rules or procedures relating to the operation and administration of the Plan to accommodate the specific requirements of local laws and procedures for jurisdictions outside of the United States. Without limiting the generality of the foregoing, the Board is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of payroll deductions, making of contributions to the


Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold payroll deductions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation requirements, withholding procedures and handling of stock certificates which vary with local requirements. All expenses incurred in connection with the administration of the Plan shall be paid by the Company. 4. Eligibility . Any regular employee of the Company is eligible to participate in the Plan and any Offering Period (as hereinafter defined) under the Plan, subject to the requirements of Section 6, except the following: (a) employees who are customarily employed by the Company for less than twenty (20) hours a week; and (b) employees who own or hold options to purchase or who, as a result of participation in the Plan, would own or hold options to purchase stock of the Company possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company within the meaning of Section 423(b)(3) of the Code. 5. Offering Periods . (a) Offering Periods Beginning On or After October 1, 2003 . Effective October 1, 2003, the Plan shall be implemented by offerings of six (6) months duration (an " Offering Period" ). An Offering Period shall commence on April 1 and October 1 of each year and end on September 30 and March 31, respectively, occurring thereafter. Notwithstanding the foregoing, the Board may establish a different term (including a term of up to 24 months with interim six (6) month purchase periods) for one or more of the Offering Periods and/or different commencing and/or ending dates for such Offering Periods. An employee who becomes eligible to participate in the Plan after the commencement date of an Offering Period may not participate in such Offering Period, but may participate in any subsequent Offering Period, provided such employee is still eligible to participate in the Plan as of the commencement of any such subsequent Offering Period. The first day of an Offering Period shall be the " Offering Date" for such Offering Period. In the event the first day of an Offering Period is not a business day, the next business day shall be the first day of the Offering Period. In the event the last day of an Offering Period is not a business day, the most recently concluded business day shall be the last day of the Offering Period. (b) Governmental Approval; Shareholder Approval . Notwithstanding any other provision of the Plan to the contrary, any Option granted pursuant to the Plan shall be subject to (i) obtaining all necessary governmental approvals and/or qualifications of the sale and/or issuance of the Options and/or the Shares, and (ii) in the case of Options with an Offering Date after an amendment to the Plan, obtaining any necessary approval of the shareholders of the Company required in Section 19. 6. Participation in the Plan . (a) Initial Participation . An eligible employee may elect to become a Participant effective as of the first Offering Date after satisfying the eligibility requirements set forth in Section 4 above by (i) delivering a subscription agreement authorizing payroll deductions (a " Subscription Agreement" ) to the Company' s Stock Administration office during the Company' s open enrollment period prior to each Offering Date, or such other period as the Company may determine in its sole discretion, prior to such Offering Date, or (ii) following an electronic or other enrollment procedure prescribed by the Board. Such election to participate shall state the eligible employee' s election to participate in the Plan and the rate at which payroll deductions shall be accumulated. An eligible employee who does not deliver a Subscription Agreement to the Company' s Stock Administration office during the Company' s open enrollment period prior to the first

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Offering Date after becoming eligible to participate in the Plan, or does not enroll using an electronic or other enrollment procedure prescribed by the Board, shall not participate in the Plan for that Offering Period or for any subsequent Offering Period, unless such employee subsequently enrolls in the Plan by filing a Subscription Agreement with the Company or enrolling using an electronic or other enrollment procedure prescribed by the Board in accordance with this Section 6(a). (b) Automatic Participation in Subsequent Offering Periods . A Participant shall automatically participate in each subsequent Offering Period until such time as such Participant ceases to be eligible as provided in Section 4, the Participant withdraws from the Plan pursuant to Section 10 below, or the Participant terminates employment as provided in Section 11 below. A Participant is not required to file an additional Subscription Agreement for such Offering Periods in order to automatically participate therein. 7. Purchase Price and Purchase Date . The purchase price at which Shares may be acquired in any Offering Period under the Plan shall be eighty-five percent (85%) of the lesser of (a) the fair market value of the Shares on the Offering Date of such Offering Period or (b) the fair market value of the Shares on the Purchase Date of such Offering Period. For purposes of the Plan, the fair market value of the Shares shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on the principal exchange or system on which the Company' s common stock is publicly traded on the date of determination, as reported in The Wall Street Journal or such other source as the Company deems reliable. In the event the first day of an Offering Period is not a business day, the next business day shall be the first day of the Offering Period. In the event the last day of an Offering Period is not a business day, the most recently concluded business day shall be the last day of the Offering Period. 8. Payment of Purchase Price; Payroll Deductions . (a) Accumulation of Payroll Deductions . The purchase price of Shares to be acquired in an Offering Period shall be accumulated only by payroll deductions over the Offering Period. Payroll deductions from a Participant' s Compensation on each payday during the Offering Period (i) shall not exceed ten percent (10%) of such Participant' s base pay per month, reduced by any payroll deductions from such Participant' s compensation to purchase stock under any other plan of the Company intended to qualify as an " employee stock purchase plan" under Section 423 of the Code, and (ii) shall not be less than one percent (1%) of the Participant' s Compensation per month. Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code ...