1984 Employee Stock Purchase Plan

AMENDED AND RESTATED
3COM CORPORATION
1984 EMPLOYEE STOCK PURCHASE PLAN
(As Amended Effective September 24, 1998)


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 28, 1995, 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. 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 (as defined below) therein at any time 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. The maximum number of shares which may be issued under the Plan shall be 22,000,000 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. 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. 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 (as hereinafter defined) under the Plan except the following:


(a) employees who are customarily employed by the Company for less than twenty (20) hours a week;


(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; and


(c) with respect to participation in the Additional Chipcom Offering described in paragraph 5(a) below, employees who were not employed by the Company or Chipcom Corporation ("Chipcom") as of October 2, 1995.


5. Offerings.


(a) Offering Periods Beginning On or After October 1, 1995. Effective for offerings commencing on or after October 1, 1995, the Plan shall be implemented by sequential offerings (individually, an "Offering") of approximately six (6) months duration (an "Offering Period"). Effective October 1, 1995, Offerings shall commence on April 1 and October 1 of each year and end on the first September 30 and March 31, respectively, occurring thereafter. An additional Offering shall commence upon the date immediately following the Effective Time (as defined in the Agreement and Plan of Merger dated as of July 26, 1995 by and among 3Com, Chipcom Acquisition Corporation, a wholly-owned subsidiary of 3Com and Chipcom) and shall end on March 31, 1996 (the "Additional Chipcom Offering"). An additional Offering shall commence upon the date immediately following the Effective Time (as defined in the Amended and Restated Agreement and Plan of Merger, dated as of February 26, 1997 and amended as of March 14, 1997 by and among 3Com, TR Acquisitions Corporation, a wholly-owned subsidiary of 3Com, 3Com (Delaware) Corporation, a wholly-owned subsidiary of 3Com and U.S. Robotics Corporation (the "USR Merger Agreement")) and shall end on September 30, 1997 (the "Additional USR Offering"). Notwithstanding the foregoing, the Board may establish a different term for one or more Offerings and/or different commencing and/or ending dates for such


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Offerings; provided, however, that no Offering may exceed a term of twenty-seven (27) months. An employee who becomes eligible to participate in the Plan after an Offering Period has commenced shall not be eligible to participate in such Offering but may participate in any subsequent Offering provided such employee is still eligible to participate in the Plan as of the commencement of any such subsequent Offering. The first day of an Offering Period shall be the "Offering Date" for such Offering Period. The last day of each Offering Period shall be the "Purchase Date" for such Offering Period. In the event the first and/or last day of an Offering Period is not a business day, the Company shall specify the business day that will be deemed the first or last day, as the case may be, of the Offering Period.


(b) Offering Periods Beginning Prior to October 1, 1995. Offering Periods which began prior to October 1, 1995 and were in effect on the date of this amendment shall continue in effect, subject to the terms and conditions of the Plan as in effect immediately prior to this amendment.


(c) 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 paragraph 17.


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 paragraph 4 above by delivering a subscription agreement authorizing payroll deductions ...