Noncompete And Nonsolicitation Agreement

FORM OF
NONCOMPETE AND NONSOLICITATION AGREEMENT


This NONCOMPETE AND NONSOLICITATION AGREEMENT (the "Agreement") is entered into this 26th day of February, 1997, by and between , an individual ("Employee"), and 3Com Corporation, a California corporation. For the purposes of this Agreement, "Buyer" shall be deemed to include 3Com Corporation and its majority owned direct and indirect subsidiaries during the term of this Agreement.


RECITALS


A. U.S. Robotics Corporation, a Delaware corporation ("Seller"), together with its subsidiaries is engaged throughout the United States of America and the world in the business of the design, development, manufacture and marketing of products and systems for data networking including enterprise communications systems and desktop/mobile client products and modems for connecting computers and other equipment over analog, digital and switched cellular networks ("Seller's Products"). The term "Seller's Products" as used herein does not include products of Seller other than data networking products.


B. Pursuant to that certain Agreement and Plan of Reorganization (the "Reorganization Agreement"), dated February 26, 1997, by and among Buyer, TR Acquisition Corporation, a Delaware corporation wholly owned by Buyer ("Sub"), and Seller, Buyer is acquiring Seller through a merger of Sub with and into Seller (the "Merger"). After the Merger becomes effective, the separate existence of Sub shall cease, and Seller, as the surviving corporation in the Merger shall continue its corporate existence under the laws of the State of Delaware and will continue to operate the Business of Seller.


C. Employee is the beneficial owner of shares of, or options to acquire, capital stock of Seller and is a key employee or officer of Seller. As a result of the Merger, Employee will be entitled to receive stock and options with a substantial value.


D. It is a condition to the Merger in order that Buyer obtain the value intended for the consideration paid in the Merger, this Agreement is entered into by Employee in consideration of and as an inducement to Buyer and Sub to consummate the Merger.


NOW, THEREFORE, the parties agree as follows:


1. COVENANT NOT TO COMPETE. Employee agrees that for a period of two (2) years from the effective time of the Merger and for so long thereafter as Employee is employed by or serves as a consultant to Buyer, Employee will not, directly or indirectly, individually or as an owner, partner, shareholder, joint venturer, corporate officer, director, employee, consultant, principal, agent, trustee or licensor, or in any other similar capacity whatsoever of or for any person, firm, partnership, company or corporation (other than Buyer), (a) own, manage, operate, sell, control or participate in the ownership, management, operation, sales or control of any business engaged to a significant degree in the design, research, development, marketing, sales, manufacture or licensing of products that are substantially similar to or competitive with any Seller Products (whether through stand-alone products or broader products that include equivalent functionality) ("Competitive Products"); or be employed primarily in the design, research, development, marketing, sale or manufacture of such Competitive Products (b) accept employment with a customer of Seller with the intent or purpose of depriving Seller of business performed by Seller by transferring such work to a department, division or affiliate of the customer or to a third party; or (c) request or advise any of the customers, suppliers or other business contacts or Seller with which Employee had contact while employed or Seller to withdraw, curtail, cancel or not increase their business


1 with Seller. Notwithstanding the foregoing, Employee is permitted to own as a passive investor up to a five percent (5%) interest in any publicly traded entity.


2. COVENANT NOT TO SOLICIT. Employee further agrees that, during the period of the cov ...