3COM CORP
EX-10.1 3COM CORPORATION OFFER LETTER, DATED AS OF MAY 9, 2007
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<DESCRIPTION>EX-10.1 3COM CORPORATION OFFER LETTER, DATED AS OF MAY 9, 2007
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1&nbsp;&nbsp;&nbsp;
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<DIV align="left" style="font-size: 10pt; margin-top: 12pt">May&nbsp;9, 2007
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<DIV align="left" style="font-size: 10pt; margin-top: 18pt">Jay Zager<BR>
&#091;PERSONAL INFORMATION OMITTED&#093;
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<DIV align="left" style="font-size: 10pt; margin-top: 18pt">Dear Jay:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">It is my pleasure to extend to you an offer of employment with 3Com Corporation (&#147;3Com&#148; or the
&#147;Company&#148;) as Executive Vice President and Chief Financial Officer of the Company. You will work
out of the Company&#146;s Marlborough office, reporting directly to Edgar Masri, President and Chief
Executive Officer. Your expected start date is to be mutually agreed upon. Subject to the
approval of the 3Com Board of Directors, the Company expects to designate you as a Section&nbsp;16
officer of 3Com, and thus you would be subject to the reporting requirements of Section&nbsp;16 of the
U.S. Securities Exchange Act of 1934 and the regulations relating thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Your annualized base salary will be $400,000, paid bi-weekly in accordance with the Company&#146;s
regular payroll practices and subject to applicable taxes and withholding. You will be eligible to
participate in the Company&#146;s discretionary bonus program, 3Bonus. Your 3Bonus target amount will
be 65% of your base salary, payable semi-annually. Payments under the 3Bonus plan are
discretionary and are based on various factors, including Company and individual performance. The
Company reserves the right to amend, modify and/or terminate the 3Bonus program and other incentive
compensation programs at its discretion, subject to all applicable laws and regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">3Com also offers a competitive complement of benefits. You will be eligible to accrue 20&nbsp;days of
Paid Time Off per year, subject to the terms and conditions of the Company&#146;s Paid Time Off policy.
3Com also has eleven (11)&nbsp;Company-recognized/assigned paid holidays and provides employees with up
to two (2)&nbsp;personal floating holidays, subject to the terms of the 3Com Holiday Policy. In
addition, you will be eligible to participate in the Company&#146;s standard benefit plans, including
Company-sponsored insurance plans, the Company&#146;s Employee Stock Purchase Plan, and the Company&#146;s
401(k) Plan, subject to the terms and conditions of the policies and/or plan documents governing
those benefit programs. The Company reserves the right to amend, modify and/or terminate its
benefit programs at its discretion, subject to all applicable laws and regulations.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">We are pleased to offer you a one-time sign-on bonus of $200,000, payable within thirty (30)&nbsp;days
of your start date. By signing below, you agree that if you voluntarily terminate your employment
with the Company within one (1)&nbsp;year of your start date, you will reimburse the Company for the
gross amount of the sign-on bonus paid to you and, further, <U>you hereby authorize the Company to
deduct the amount owed to the Company from any and all amounts payable to you by 3Com as of your
last date of employment, including without limitation, your final paychecks</U>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As an inducement to accept this position, you will receive an employee stock option grant of
500,000 shares of 3Com common stock, subject to the required Company and NASDAQ approvals. If
approved, the effective date of the stock option grant will be the first Tuesday of the calendar
month immediately
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">following your first day of employment with the Company or, if the applicable NASDAQ market is
closed on that date, the first trading day following that date. However, the stock option grant
shall not be deemed to have been accepted until you have signed the Company&#146;s stock option
agreement. The option price for the shares subject to this stock option grant will be the closing
stock price of 3Com common stock on the effective date of the grant. The stock options will vest
in four (4)&nbsp;equal, annual installments, with the initial vesting date on the first anniversary of
the effective date. Your stock option grant is subject to the terms and conditions comparable to
the 3Com Corporation 2003 Stock Plan and applicable Company policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As an additional inducement, you will receive a grant of 300,000 shares of 3Com restricted stock,
subject to the required Company and NASDAQ approvals. If approved, the effective date of the
restricted stock grant will be the first Tuesday of the calendar month immediately following your
first day of employment with the Company or, if the applicable NASDAQ market is closed on that
date, the first trading day following that date. However, the grant shall not be deemed to have
been accepted until you have signed the Company&#146;s restricted stock agreement. The restricted stock
will vest in four equal, annual installments, with the initial vesting date on the first
anniversary of the effective date of the grant. Your grant is subject to the terms and conditions
comparable to the 3Com Corporation 2003 Stock Plan and applicable Company policies.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">As a Section&nbsp;16 Officer of the Company, you will be eligible for severance benefits under the
Company&#146;s Section&nbsp;16 Officer Severance Benefit Plan and the enclosed Severance Benefits Agreement.
In addition, you will receive a Management Retention Agreement enclosed with this letter regarding
change of control benefits.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">This offer of employment is conditioned upon your signing the Company&#146;s Restrictive Covenant
Agreement (to be provided under separate cover) regarding, among other things, confidentiality,
non-solicitation and assignment of inventions. In addition, this offer of employment is contingent
upon your providing the Company with documentation of your ability to work in the United States, as
required by the federal Immigration Reform and Control Act (as amended), no later than three (3)
days after your first day of employment. This offer is also contingent upon the successful results
of a background investigation. You will be required to sign an authorization for this purpose as
part of the Company&#146;s employment application form, if you have not done so already. Providing
false or fraudulent information to the Company may result in withdrawal of the offer or termination
of employment, if hired.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">While we are confident that we will have a mutually beneficial employment relationship, your
employment with 3Com is on an at-will basis. This means that both you and 3Com can terminate the
employment relationship at any time, for any reason or no reason, without notice. <U>Nothing in
this offer letter is intended to or shall be construed as a contract of employment for any fixed
time.</U>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">The terms and conditions of this offer letter supersede any previous written or oral
representations concerning conditions of employment. This offer of employment is valid for a
period of five (5)&nbsp;business days from the date of this offer letter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Please confirm your acceptance by signing and returning this letter. By signing this offer letter,
you represent that you have reviewed and understand the letter, that you are not subject to any
restrictions or covenants that would prevent or impede your performance of the duties and
responsibilities of your position with 3Com, and that your employment with 3Com will not violate or
conflict with the terms of any employment, non-competition or other agreement with any previous
employer or other entity.
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Let me close by reaffirming our belief that the skill and background you bring to 3Com will be
instrumental to the future success of the Company. 3Com believes that the single most important
factor in our success has been our people. I look forward to working with you.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt">Sincerely,
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">/s/ Neal D. Goldman
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Neal D. Goldman<BR>
Executive Vice President<BR>
Chief Administrative and Legal Officer
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt">I accept 3Com&#146;s offer of employment based on the terms and conditions described in this offer
letter.
</DIV>

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    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">/s/ Jay Zager
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    <TD align="left" valign="top">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;5/9/07</TD>
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    <TD align="left" valign="top">Date: May&nbsp;9, 2007</TD>
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