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Severance Agreement

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SEVERANCE AGREEMENT AND GENERAL RELEASE



This Severance Agreement and General Release (including all Addenda hereto, the "Agreement") is entered into by and between 3Com Corporation, a Delaware corporation ("3Com" or the "Company") and Dennis Connors (the "Executive"). 3Com and the Executive shall each individually be referred to herein as a "Party " and together as the "Parties."



WHEREAS, the Executive has been employed with the Company as its Executive Vice President 96 Worldwide Operations ("EVP").



WHEREAS, the Parties have mutually agreed that the Executive will step down as EVP and will continue employment with the Company for a certain period in a non-executive capacity in order to render services on various matters of importance to 3Com;



WHEREAS, the Parties have mutually agreed that the Executive92s employment with the Company will terminate no later than December 31, 2004 in a manner that is amicable and satisfactory to both Parties;



WHEREAS, the Executive may be eligible to receive certain severance benefits as a result of his separation from employment with the Company under the terms and conditions of his Management Retention Agreement, effective July 15, 2003;



WHEREAS, the Executive agrees to release the Company from any and all claims arising from or relating to his employment with 3Com and the termination thereof;



NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:



1. Transition of Employment Status. The Executive hereby agrees that his position as EVP will terminate effective as of October 16, 2004 ("Transition Date"). The Executive agrees that he will use his best efforts to fulfill his duties and responsibilities as EVP until the Transition Date. During the period between the Transition Date and the Termination Date, the Executive will continue employment with 3Com in a non-executive capacity, the title and duties of which will be determined by the Company92s Chief Executive Officer. Effective as of the first regularly scheduled pay period following the Transition Date, the Executive shall receive a base salary of Four Thousand Six Hundred Eighty-Seven Dollars and Fifty Cents ($4,687.50) per semi-monthly pay period ($112,500.00 annualized), less all applicable taxes and withholdings, commensurate with the 75% reduction in hours that the Executive will be expected to work after the Transition Date in his non-executive capacity. The Company92s payment and/or reimbursement of the Executive92s extended business commuting expenses set forth in the letter agreement dated June 1, 2003 (as amended) shall terminate effective as of the Transition Date. 3Com will reimburse the Executive for all authorized, reasonable business and travel expenses incurred after the Transition Date in the course of the Executive92s non-executive duties. The Executive shall not accrue any Personal Time Off (PTO) after the Transition Date. However, the Executive shall continue to have the right to participate in the Company92s non-executive benefits plans to the same extent and at the same levels that he is participating as of the Transition Date. The Executive will not be eligible to receive any bonus payment pursuant to the Company92s 3Bonus program for his work during the Company92s FY 2005.



2. Termination of Employment. The Executive agrees that his employment with the Company shall terminate effective December 31, 2004 unless the Executive elects to terminate his employment earlier than that date by providing at least fourteen (14) days92 advance written notice to the Company92s Chief Executive Officer. Upon the termination of the Executive92s employment, the








Executive will receive payment for all accrued, unused PTO at his rate of pay immediately preceding the Transition Date. The Executive92s last day of employment with the Company shall be referred to herein as the "Termination Date".



3. Executive Severance Benefits. In consideration for and contingent upon his execution and non-revocation of this Agreement, and the Supplemental Release Agreement attached hereto as Addendum I (which shall be executed no earlier than the Termination Date), the Company agrees to provide the Executive with the following benefits:



a. Severance Payment. Within thirty (30) days following 3Com92s receipt of the Executive92s executed copy of the Supplemental Release Agreement attached hereto as Addendum I (which shall be executed no earlier than the Termination Date) but in no event earlier than the Company92s first scheduled payroll date in 2005 (on January 14, 2005), the Company shall make a lump sum severance payment to the Executive in the amount of Seven Hundred Eighty-Seven Thousand Five Hundred Dollars ($787,500.00), less all applicable taxes and withholdings, payable via direct deposit through the Company92s regular payroll practices. This lump sum payment will not be subject to deductions for 401(k) contributions, health and welfare benefit premiums, or Employee Stock Purchase Plan contributions. The gross amount of the severance payment shall include the Executive92s annual base salary of Four Hundred Fifty Thousand Dollars ($450,000.00) and the Executive92s full annual target bonus of Three Hundred Thirty-Seven Thousand Five Hundred Dollars ($337,500.00) ("Annual Target Bonus").



b. Pro-Rated Bonus Payment. Within thirty (30) days following 3Com92s receipt of the Executive92s executed copy of the Supplemental Release Agreement attached hereto as Addendum I (which shall be executed no earlier than the Termination Date) but in no event earlier than the Company92s first scheduled payroll date in 2005 (on January 14, 2005), the Company shall make a lump sum severance payment to the Executive in the amount of Two Hundred and Thirty-Five Thousand Dollars ($235,000.00). The payment under this Section 3(b) shall constitute and shall be in complete fulfillment of the pro-rated bonus payment provided for in Section 3(a)(iii) of the Executive92s Management Retention Agreement and shall be payable via direct deposit through the Company92s regular payroll practices.



c. Benefits Continuation. The Company shall provide Company-paid health, dental, vision, long-term disability and life insurance coverage at the same level of coverage as was provided to the Executive immediately prior to the Termination Date and at the same ratio of Company premium payment to Executive premium payment as was in effect immediately prior to the Termination Date (the "Company-Paid Coverage"). If such coverage included the Executive92s dependents immediately prior to the Termination Date, such dependents shall also be covered at Company expense. Company-Paid Coverage shall continue until the earlier of (i) two years from the Termination Date, or (ii) the date upon which the Executive and his dependents become covered under another employer92s group health, dental, vision, long-term disability or life insurance plans that provide the Executive and his dependents with comparable benefits and levels of coverage. For purposes of Title X of the Consolidated Budget Reconciliation Act of 1985 (" COBRA"), the date of the "qualifying event" for the Executive and his dependents shall be the Termination Date, and each month of Company-Paid Coverage provided hereunder shall offset a month of continuation coverage otherwise due under COBRA. Any such continuation of Company-Paid Coverage shall be governed by COBRA and the terms and conditions of the applicable plan documents.



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d. Accelerated Vesting and Extended Exercise of Equity Compensation. Effective as of the Termination Date, one hundred percent (100%) of the Executive92s unvested stock options, restricted stock and other Company-issued equity compensation shall be fully and completely vested. In addition, the exercise period for the Executive92s vested stock options shall be extended to the earlier of: (1) the one year anniversary of the Executive92s Termination Date; or (2) the original term of the option grant. Except as provided in this Section 3(d), the Executive92s stock options, restricted stock and other Company-issued equity compensation shall be governed by the terms and conditions of the applicable plan documents and the Executive92s agreements relating thereto. The Executive understands and agrees that he is required to make arrangements reasonably satisfactory to the Company to facilitate the Company92s compliance with all federal and state tax and withholding requirements as a condition to exercising his vested stock options, and receiving his restricted stock and/or other Company-issued equity compensation.



4. Payment for Golden Parachute Excise Taxes. In the event that any severance benefits provided to the Executive pursuant to Section 3 above (a) constitute "parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), (b) are subject to any excise tax imposed under Section 4999 of the Code, and (c) the aggregate value of such parachute payments, as determined in accordance with Section 280G of the Code and the applicable regulations issued by the U.S. Department of the Treasury, is equal to or greater than the product obtained by multiplying 3.59 by the Executive92s "base amount" as defined by Section 280G(b)(3) of the Code, then the Executive shall receive: (i) a payment from the Company sufficient to pay such excise tax; and (ii) an additional payment from the Company sufficient to pay any excise tax and
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