Indemnity Agreement

INDEMNITY AGREEMENT


THIS AGREEMENT is made and entered into as of _____________, 19____, by and between 3Com Corporation, a California corporation ("Corporation"), and ___________________________ ("Agent").


RECITALS


A. Agent performs a valuable service to the Corporation in his capacity as a director, officer or agent of the Corporation.


B. The shareholders of the Corporation have adopted by- laws ("By-Laws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations of enterprises, as authorized by the California General Corporation Law, as amended ("Code").


C. The By-Laws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons.


D. In order to induce Agent to continue to serve in the capacity set forth above, the Corporation has determined and agreed to enter into this Agreement with Agent.


NOW, THEREFORE, in consideration of Agent's continued service in the capacity set forth above after the date hereof, the parties hereto agree as follows:


l. Service to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director, officer or agent of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the By-Laws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual publication that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no publication under this Agreement to continue Agent in any such position.


2. Maintenance of Liability Insurance.


(a) The Corporation hereby covenants and agrees that, so long as the Agent shall continue to serve as an agent of the corporation and thereafter so long as the Agent shall be subject to any possible action, suit or proceeding by reason of the fact that the Agent was an agent of the Corporation, the Corporation, subject to Section 2(c), shall promptly obtain and maintain in full force and effect directors' and officers' liability insurance ("D&O Insurance") in reasonable amounts from established and reputable insurers.


(b) In all policies of D&O Insurance the agent shall be named as an insured in such a manner as to provide the Agent the same rights and benefits as are accorded to the most favorably insured of the Corporation's directors, if the Agent is a director; or of the Corporation's officers, if the Agent is not a director of the Corporation but is an officer; or of the Corporation's key employees, if the Agent is not an officer or director but is a key employee.


(c) Notwithstanding the foregoing, the Corporation shall have no obligation to obtain or maintain D&O Insurance if the Corporation determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or the Agent is covered by similar insurance maintained by a subsidiary of the Corporation.


3. Indemnity of Agent. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provision of the By-Laws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the corporation to provide broader indemnification rights than the By-Laws or the Code permitted prior to adoption of such amendment).


4. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent:


(a) against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of the Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, or was a director, officer, employee or agent of a corporation which was a predecessor corporation of the Corporation or of another enterprise at the request of such predecessor corporation; and


(b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of Section 29 of the By-Laws and the Code.


5. Limitations on Additional Indemnity. No indemnity pursuant to Section 4 hereof shall be paid by the Corporation:


(a) on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;


(b) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, by-law or agreement, except in respect of any excess beyond payment under such insurance, clause, by-law or agreement;


(c) in connection with any proceeding (or part thereof) initiated by agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding (or part thereof) was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, ...