8-K

Version B

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 13, 2006

3COM CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	0-12867	94-2605794
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
350 Campus Drive Marlborough, Massachusetts 01752
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (508) 323-1000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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ITEM 1.01. Entry into a Material Definitive Agreement.

On April 13, 2006, 3Com Corporation (the “Company”) entered into an offer letter with Robert T. Dechant (the “Offer Letter”), pursuant to which Mr. Dechant has agreed to serve as the Company’s Senior Vice President, Worldwide Sales and Marketing, replacing James M. Fieger. The Offer Letter provides that, among other things, Mr. Dechant shall:

(i) receive an initial annualized salary of $325,000;

(ii)	be eligible to participate in the Company’s 3Bonus Plan, with a target bonus of 60% of his base salary (3Bonus payments are discretionary and are based on various factors, including Company and individual performance);
(iii)	be eligible for incentive compensation under the 3Com Sales Incentive Plan, with a target of 40% of his base salary, payable quarterly (incentive compensation will be based on the achievement of Company sales and margin objectives to be established by the Company);
	•	the Company has agreed to guarantee minimum incentive compensation payments for the current fiscal quarter and the first three full fiscal quarters following his start date as follows:

--75% of quarterly target incentive for Q4 FY06 (prorated for days worked in the quarter);

--75% of quarterly target incentive for Q1 FY07;

--50% of quarterly target incentive for Q2 FY07; and

--25% of quarterly target incentive for Q3 FY07; and

(iv) be awarded a stock option to purchase 600,000 shares of the Company’s common stock, such option to have an exercise price equal to the closing price of the Company’s common stock on the first Tuesday of the calendar month following his start date, and to vest in four equal annual installments beginning on the first anniversary of the date of grant.

The Offer Letter is attached hereto as Exhibit 10.1. The foregoing summary description of the Offer Letter is qualified in its entirety by reference to the Offer Letter.

In addition to the Offer Letter, the Company agreed to enter into a Management Retention Agreement with Mr. Dechant in a form to be approved by the Compensation Committee of the Board of Directors. This agreement will provide certain benefits to Mr. Dechant in the event he is terminated under certain circumstances in connection with a change in control of the Company.

Because Mr. Dechant is subject to the reporting requirements of Section 16 of the Securities Exchange Act of 1934, as amended, he is eligible to participate in the Company’s Section 16 Officer Severance Plan.  In the event that an executive officer’s employment is terminated by the Company without cause, or by the executive officer for good reason, the Section 16 Officer Severance Plan provides for:

• a stream of payments equal to one year of annualized base salary as of the termination date;

• if earned, incentive bonus for the bonus period in which the termination date occurs, pro-rated based on the number of days worked during the bonus period;

• payments will be made through regular (bi-weekly) payroll and bonus payment practices, and will be subject to applicable withholding and reduced by severance benefits pursuant to any other contract with the Company

• if elected, continuation of coverage under health, dental, and vision insurance plans pursuant to COBRA and continuation of the Company-paid portion of the premiums for the elected coverage under the plans until the earlier of: (i) one year from the termination date, or (ii) the date upon which the person becomes eligible for coverage under another employer’s group health, dental, or vision insurance plan(s)

• continued coverage under basic term life insurance for the same period;

• six months of accelerated vesting of outstanding equity subject to time-based vesting;

• extension of the exercise period for vested stock options to the earlier of: (i) one hundred and sixty-five calendar days from the termination date; or (ii) the original term of the stock option grant; and

• notwithstanding the foregoing, if the Company reasonably determines that Section 409A of the Internal Revenue Code will result in the imposition of additional taxes or penalties based on the payment of benefits

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within the first six months following the termination date, the Company will modify the payment schedule to provide that the payments will begin on the first regularly scheduled payroll date following the expiration of six months and one day after the termination date.

The receipt of benefits is conditioned on signing, and complying with the terms of, a release agreement that includes non-solicitation, non-competition and non-disparagement provisions.

The foregoing summary description of the Section 16 Officer Severance Plan is qualified in its entirety by reference to the Section 16 Officer Severance Plan (incorporated by reference to Exhibit 10.2 hereto).

In addition, Mr. Dechant executed with the Company a Severance Benefits Agreement incorporated by reference to Exhibit 10.3 hereto. The Severance Benefits Agreement provides contractual rights to the severance terms contained in the Section 16 Officer Severance Plan.

The Company issued a press release on April 17, 2006, announcing, among other things, the appointment of Mr. Dechant as the Company’s Senior Vice President, Worldwide Sales and Marketing, a copy of which is attached hereto as Exhibit 99.1.

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ITEM 9.01 Financial Statements and Exhibits

(c)   Exhibits

Exhibit		Incorporated by Reference				Filed
Number	ExhibitDescription	Form	File No.	Exhibit	Filing Date	Herewith
10.1	Offer Letter dated April 11, 2006 between 3Com Corporation and Robert T. Dechant. *			1		X
10.2	Section 16 Officer Severance Plan, Amended and Restated Effective March 29, 2006 *	8-K	0-12867	10.2	04/04/2006
10.3	Form of Severance Benefits Agreement *	8-K	0-12867	10.3	04/04/2006
99.1	[Press Release dated April _, 2006 titled “3Com Corporation Names New Senior Management Team Members”.]					X

*  Indicates a management contract or compensatory plan.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	3COM CORPORATION
Date:  April 17, 2006	By:	/S/ NEAL D. GOLDMAN
		Neal Goldman Senior Vice President Management Services, General Counsel and Secretary

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EXHIBIT INDEX

Exhibit		Incorporated by Reference				Filed
Number	ExhibitDescription	Form	File No.	Exhibit	Filing Date	Herewith
10.1	Offer Letter dated April 11, 2006 between 3Com Corporation and Robert T. Dechant. *					X
10.2	Section 16 Officer Severance Plan, Amended and Restated Effective March 29, 2006 *	8-K	0-12867	10.1	04/04/2006
10.3	Form of Severance Benefits Agreement *	8-K	0-12867	10.3	04/04/2006
99.1	[Press Release dated April _, 2006 titled “3Com Corporation Names New Senior Management Team Members”.]					X

*  Indicates a management contract or compensatory plan.

EX-10

EXHIBIT 10.1

350 Campus Drive

Marlborough, MA 01752

April 11, 2006

Mr. Robert T. Dechant

2 Shasta Drive

North Reading, MA 01864

Dear Bob:

It is my pleasure to extend to you an offer of employment with 3Com Corporation (“3Com” or the “Company”) as Senior Vice President, Sales and Marketing. You will work out of the Company’s Marlborough, Massachusetts office and report to the Chief Executive Officer. You will be designated by the Company as a Section 16 officer, and will be subject to the reporting requirements of Section 16 of the federal Securities Exchange Act of 1934. Your start date is expected to be April 18, 2006.

Your base salary will be $13,541.67, paid semi-monthly in accordance with the Company’s regular payroll practices($325,000.00 annualized). You will be eligible to participate in the Company’s discretionary bonus program, 3Bonus. Your 3Bonus target amount will be 60% of your base salary, currently payable semi-annually. Payments under the 3Bonus plan are discretionary and are based on various factors, including Company and individual performance. As with all of the Company’s compensation and benefit plans, 3Com reserves the right to amend, modify and/or terminate the 3Bonus Program at its discretion, subject to all applicable laws and regulations.

In addition, you will be eligible to receive sales and margin based commission. Your target sales commission on an annualized basis will be 40% of your base salary, payable quarterly and in accordance with the Company’s regular payroll practices. Your actual incentive compensation will be determined by the achievement of certain sales and margin objectives to be established by the Company. You will be entitled to the following guaranteed minimum incentive compensation payments for the current fiscal quarter and the first three full fiscal quarters following your start date: 75% of quarterly target incentive for Q4 FY06 (prorated based on your start date); 75% of quarterly target incentive for Q1 FY07; 50% of quarterly target incentive for Q2 FY07; and 25% of quarterly target incentive for Q3 FY07. Except as otherwise provided herein, your incentive compensation shall be governed by the terms and conditions of the operative 3Com Sales Incentive Plan.

Robert T. Dechant

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You will receive an employee stock option grant of 600,000 shares of 3Com common stock subject to the necessary approvals; provided, however, that no stock options shall be deemed to have been accepted until you have signed the Company’s stock option agreement. The option price for the shares subject to this initial grant will be the closing stock price of 3Com common stock on the NASDAQ national market on the first Tuesday of the calendar month immediately following your start date referenced above (i.e., May 2, 2006), or if the NASDAQ national market is closed on that date, the closing stock price on the first trading day following that date. Your stock option grant is subject to the terms and conditions of the 3Com Corporation 2003 Stock Plan.

3Com also offers a competitive complement of benefits. You will be eligible to accrue twenty (20) days of Paid Time Off per year, subject to the terms and conditions of the Company’s Paid Time Off policy. 3Com also has eleven (11) Company-recognized/assigned paid holidays and provides employees with two (2) personal floating holidays. In addition, you will be eligible to participate in the Company’s standard benefit plans, including Company-sponsored insurance plans, the Company’s Employee Stock Purchase Program, and the Company’s 401(k) Plan, subject to the terms and conditions of the policies and/or plan documents governing those benefit programs. As a Section 16 officer of the Company, you will be eligible to participate in benefit programs available to the Company’s Section 16 officers including, without limitation, the Company’s Section 16 Officer Severance Plan (the “Section 16 Plan”), a copy of which is attached hereto. On or about your start date, you will receive and be invited to execute a Severance Benefits Agreement confirming your eligibility for severance benefits under the Section 16 Plan and a Management Retention Agreement (“MRA”) confirming your eligibility for severance benefits in the event of a Change of Control of the Company, as defined under the MRA. The Compensation Committee of the Company’s Board of Directors is in the process of reviewing the terms and conditions of the MRA, a draft of which is attached hereto. The Company reserves the right to amend, modify and/or terminate its benefit programs at its discretion, subject to all applicable laws and regulations.

This offer of employment is conditioned upon your signing the attached Restrictive Covenant Agreement 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, no later than three (3) days after your start date. This offer is also contingent upon the successful result of a background investigation. You will be required to sign an authorization for this purpose as part of the Company’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.

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. Nothing in this offer letter is intended to or shall be construed as a contract of employment for any fixed time period.

Robert T. Dechant

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The terms and conditions of this offer letter supersede any previous written or verbal representations concerning conditions of employment. This offer of employment is valid for a period of five (5) working days from the date of this offer letter.

Please confirm your acceptance by signing and returning this letter. By signing this offer letter, you represent 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.

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 future success is our people. I look forward to working with you.

Sincerely,

/S/ SUSAN H. BOWMAN

Susan H. Bowman

Senior Vice President, Human Resources

I accept 3Com’s offer of employment based on the terms and conditions described in this offer letter.

/S/ ROBERT T. DECHANT	April 13, 2006
Robert T. Dechant	Date

EX-99

EXHIBIT 99.1

FOR IMMEDIATE RELEASE

For more information contact:

Media Relations	Investor Relations
John Vincenzo	Ciel Caldwell
508-323-1260	508-323-1198
John_vincenzo@3com.com	ciel_caldwell@3com.com

3COM ADDS TWO SEASONED EXECUTIVES TO MANAGEMENT TEAM IN SALES AND OPERATIONS

MARLBOROUGH, MASS. – April 17, 2006 – 3Com Corporation today announced the appointment of two new executives to lead the company’s sales and marketing efforts and global operations.

Reporting directly to CEO, Scott Murray, Robert Dechant has been appointed Senior Vice President of Worldwide Sales and Marketing. With this appointment, Bob replaces James Fieger as head of Worldwide Sales.

Dan Beck has been named to head a newly created role, Senior Vice President of Operations. This role consolidates the responsibilities of front-end logistics through back-end service and support, as well as other operational areas, such as procurement. Dan also reports directly to Scott Murray.

“Our goal of driving a profitable business requires a focus on streamlining our operating capabilities to deliver product and services optimally for our customers. It also requires that we build a disciplined channel and enterprise-based selling approach to growing our global business. The addition of these two seasoned leaders allows us to create the right executive team to deliver future performance,” commented Scott Murray. He added, “I have worked with both of these executives in the past, and they have clearly demonstrated a keen sense of value creation for our partners and customers.”

EXHIBIT 99.1

Bob Dechant joins 3Com as a veteran in leading global sales and marketing organizations focused on the enterprise space. With a demonstrated track record in transforming sales approaches to drive profitable growth, Bob’s background includes direct experience in critical global markets, such as China. Bob started his career at IBM selling to reseller channels, system integrators and to enterprise customers. He has also led sales and marketing organizations at global companies, such as ModusMedia and Stream International.

Dan Beck brings more than 25 years of global operational experience as he joins 3Com from ModusLink (a subsidiary of CMGI, Inc.), where he led the North America Operations of this leading supply chain services business. Over his career, Dan has delivered increased operational efficiency through streamlining business processes and leveraging outsourcing relationships. While at ModusLink and its predecessors, Dan led many different facets of operations, including supply chain management, return logistics and technical support services for leading hardware and software technology companies.

About 3Com Corporation

3Com Corporation (NASDAQ: COMS) is a leading provider of secure, converged voice and data networking solutions for enterprises of all sizes. 3Com offers a broad line of innovative products backed by world class sales, service and support, which excel at delivering business value for its customers. Through its TippingPoint division, 3Com is the leading provider of network-based intrusion prevention systems that deliver in-depth application protection, infrastructure protection, and performance protection. 3Com also is the majority owner of Huawei-3Com Co., Ltd. (H-3C), a China-based joint venture formed by 3Com and Huawei in November 2003. H-3C brings innovative and cost-effective product development and manufacturing and a strong footprint in one of the world’s most dynamic markets. For further information, please visit www.3com.com, or the press site www.3com.com/pressbox.

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Copyright © 2006 3Com Corporation. 3Com and the 3Com logo are registered trademarks and TippingPoint is a trademark of 3Com Corporation. All other company and product names may be trademarks of their respective holders.