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Stand Alone Stock Option Agreement

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Sectors: Computer Hardware
Governing Law: Massachusetts, View Massachusetts State Laws
Effective Date: July 03, 2007
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STAND ALONE STOCK OPTION AGREEMENT 3Com Corporation has granted Jay Zager, (the " Participant" ), an Option to purchase certain Shares in accordance with the Participant' s Offer of Employment letter dated May 9, 2007, (" Offer Letter" ), subject to the following terms and conditions as set forth in this Award Agreement. The " Effective Date" of this Award Agreement shall be July 3, 2007. 1. Definitions . As used herein, the following definitions shall apply: (a) " Administrator" means the Board or any of its Committees as shall be administering the Award. (b) " Applicable Laws" means the requirements relating to the administration of stock option plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of the Commonwealth of Massachusetts. (c) " Award" means, individually or collectively, the grant of an Option under the Award Agreement. (d) " Award Agreement" means this stand alone stock option agreement between the Company and the Participant evidencing the terms and conditions of this Award. (e) " Board" means the Board of Directors of 3Com Corporation. (f) " Cause" means: (i) The Participant' s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to the Participant a written demand for performance from the Board which describes in reasonable detail the basis for the Board' s belief that the Participant has not substantially performed his duties and provides the Participant the opportunity to present to the Board his good faith reasons for not so performing and, if the Board does not agree with such reasons, with thirty (30) days to take corrective action; (ii) Any act of personal dishonesty taken by the Participant in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of the Participant; (iii) The Participant' s conviction of, or plea of nolo contendere to, a felony that the Board reasonably believes has had or will have a material detrimental effect on the Company' s reputation or business; (iv) A breach of any fiduciary duty owed to the Company by the Participant that has a material detrimental effect on the Company' s reputation or business; (v) The Participant being found liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not the Participant admits or denies liability); (vi) The Participant (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by


the Board or any governmental or self-regulatory entity (an " Investigation" ). However, the Participant' s failure to waive attorney-client privilege relating to communications with the Participant' s own attorney in connection with an Investigation will not constitute " Cause" ; or (vii) The Participant' s disqualification or bar by any U.S. governmental or self-regulatory authority from serving in the capacity contemplated by the Offer Letter or the Participant' s loss of any U.S. governmental or self-regulatory license that is reasonably necessary for the Participant to perform his responsibilities to the Company under the Offer Letter, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during the Participant' s employment, the Participant will serve in the capacity contemplated by the Offer Letter to whatever extent legally permissible and, if the Participant' s employment is not permissible, the Participant will be placed on leave (which will be paid to the extent legally permissible). (g) " Change in Control" means the occurrence of any of the following events: (i) Any Person becomes the " beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company' s then outstanding voting securities; or (ii) The consummation of the sale or disposition by the Company of all or substantially all the Company' s assets; or (iii) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (iv) A change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the directors are Incumbent Directors. " Incumbent Directors" shall mean directors who either (A) are directors of the Company as of the date upon which this Agreement was entered into, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transaction described in subsections (i), (ii), or (iii) above, or in connection with an actual or threatened proxy contest relating to the election of directors to the Company. (h) " Code" means the U.S. Internal Revenue Code of 1986, as amended. (i) " Committee" means a committee, which may consist of one or more persons whom may or may not be Board members, as is consistent with the Applicable Laws, appointed by the Board. (j) " Common Stock" means the common stock of the Company. (k) " Company" shall mean 3Com Corporation and any successor corporation thereto. (l) " Consultant" means any person, including an advisor, engaged by the Company or a Parent or Subsidiary as an independent contractor to render services to such entity. (m) " Date of Option Grant" shall mean the " Date of Grant" as set forth in the Notice of Grant.


(n) " Director" means a member 3Com' s Board of Directors. (o) " Disability" means the Participant' s absence from his responsibilities with the Company on a full-time basis for 120 calendar days in any consecutive twelve (12) month period as a result of the Participant' s mental or physical illness or injury. (p) " Employee" means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or any leave for which a return to employment is guaranteed under Applicable Laws, or (ii) transfers between locations of the Company or between the Company, its Parent, any Subsidiary, or any successor. Neither service as a Director nor payment of a director' s fee by the Company shall be sufficient to constitute " employment" by the Company. (q) " Exchange Act" means the Securities Exchange Act of 1934, as amended. (r) " Exercise Price" shall mean the " Option Price per Share" as set forth in the Notice of Grant. (s) " Good Reason" means the occurrence of any of the following, without the Participant' s express written consent: (i) A material reduction of the Participant' s material duties or title, relative to the Participant' s material duties or title as in effect immediately prior to such reduction position; (ii) A material reduction by the Company in the base salary of the Participant as in effect immediately prior to such reduction, other than a reduction generally applicable to other executive officers of the Company; or (iii) The permanent relocation of the Participant to a work location more than fifty (50) miles from the Participant' s then-present work location. (t) " In Connection with a Change of Control" means within three (3) months prior to or twelve (12) months following a Change of Control. (u) " Initial Vesting Date" shall be the date occurring one (1) year after the Date of Option Grant. (v) " Nonstatutory Stock Option" means any Option not intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. (w) " Notice of Grant" shall mean the " NOTICE OF GRANT OF STOCK OPTION" . The Notice of Grant is part of this Award Agreement. (x) " Number of Option Shares" shall mean the " Total Number of Option Shares Granted" as set forth in the Notice of Grant. (y) " Offer Letter" means the offer of employment letter issued May 9, 2007. (z) " Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. (aa) " Option" means this option to purchase Shares of Common Stock granted pursuant to this Award Agreement. (bb) " Optioned Stock" means the Common Stock subject to the Option.


(cc) " Option Termination Date" shall mean the date occurring seven (7) years after the Date of Option Grant. (dd) " Parent" means a " parent corporation," whether now or hereafter existing, as defined in Section 424(e) of the Code. (ee) " Service Provider" means an Employee, Director or Consultant. (ff) " Share" means a share of the Common Stock, as adjusted in accordance with Section 10 of the Agreement. (gg) " Subsidiary" means a " subsidiary corporation" , whether now or hereafter existing, as defined in Section 424(f) of the Code and also include partnerships, limited liability companies and other entities that are at least 30% owned by the Company. (hh)" Vested Ratio" means: Vested Ratio Prior to Initial Vesting Date 0 On Initial Vesting Date, for each full year of the Participant' s remaining a Service Provider from the Date of Option Grant until the Initial Vesting Date 1/4 Plus For each subsequent full year thereafter of the Participant' s remaining a Service Provider from the Initial Vesting Date 1/4 I
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