8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
July 7, 2009

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))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
	ITEM 9.01 Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-10.1 - 3Bonus Plan for Executive Officers

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 7, 2009, the Compensation Committee of the Board of Directors of 3Com Corporation, or the Committee, made the executive compensation determinations set forth below.

Change to Base Salaries and Titles. The Board approved a title change, and the Compensation Committee increased the annual base salary, of Dr. Shusheng Zheng. Dr. Zheng’s title is now Executive Vice President, 3Com and Chief Executive Officer, H3C. Dr. Zheng’s annual base salary was increased from 2,400,000 RMB to 2,950,000 RMB (approximately US$432,000). The Committee also increased the annual base salary of Jay Zager, our Executive Vice President, Chief Financial Officer, from $400,000 to $430,000.

Special Bonus Determination. The Committee granted a special bonus to Dr. Zheng in the amount of $70,000 in recognition of his contribution to 3Com’s overall fiscal year 2009 results through his leadership of the China-based business.

Equity Grants for FY2010 and Emphasis on Performance-Based Features. The Committee determined that all executives will have equity-based long-term incentives in fiscal year 2010. The Committee shifted the emphasis towards equity with performance-contingent features to further promote pay-for-performance.

Each executive will be granted performance-restricted stock units (PRS) and performance-accelerated stock options (PASO). In addition, the Committee granted time-vesting restricted stock units (TRS), vesting annually in three equal installments over three years, to Dr. Zheng. Dr. Zheng will receive the TRS grant and additional PASOs in recognition of his promotion and to bring his overall compensation portfolio more in line with internal and external peer executives.

The equity grants for each executive for fiscal year 2010 are listed in the table below.

Name	PRS (Targets)		PASO		TRS
Robert Mao, CEO		322,000		644,000
Ronald Sege, EVP, COO		103,000		206,000
Jay Zager, EVP, CFO		90,000		180,000
Dr. Shusheng Zheng, EVP, 3Com; CEO, H3C		103,000		850,000		397,000
Neal Goldman, EVP, CALO		90,000		180,000

Performance-Restricted Stock Units, or PRSs: the actual number of earned units will be determined based on the Company’s performance for FY2010, of which 50% will be based on consolidated revenue and 50% will be based on consolidated non-GAAP operating profit margin percent. A “threshold”, “target”, and “maximum” level has been established for each metric. The “target” for each metric was based on the Board-approved business plan for fiscal year 2010. The total number of earned RSUs, if any, will vest in three equal increments on the first three anniversaries of the grant date.

Performance-Accelerated Stock Options, or PASOs: the vesting of the PASO will occur three years from the date of the grant, with accelerated vesting upon the meeting of a consolidated revenue target and a consolidated non-GAAP operating profit margin percent target for fiscal year 2010. Both targets must be met for the accelerated vesting to occur, such vesting to occur in three equal increments on the first three anniversaries of the grant date.

3Bonus Plan for Executive Officers — Omnibus Plan Document. The Committee adopted a new 3Bonus Plan for Executive Officers that sets forth a list of performance goals and criteria to choose from in setting each fiscal period’s specific metrics. The material terms of the plan are as follows:

• Purpose: to provide incentives in the form of cash bonuses to the Company’s executive officers to make significant contributions to the Company’s success and profitability;

• Administration: the plan shall be administered by the Compensation Committee, who shall determine the executive officers who will participate in the plan, set the plan periods, set target bonus amounts (including weightings and threshold/target/maximum amounts), establish performance goals, and make other determinations under the plan;

• Performance Goals: goals related to the performance of the Company, any of its divisions, business units, subsidiaries, regions, products or lines of business, and/or the Participant personally may be based on any one or more of the following criteria: revenue; revenue growth; sales; expenses; margins; net income; earnings or earnings per share; cash flow; shareholder return; return on investment; return on invested capital, assets, or equity; profit before or after tax; operating profit (GAAP or non-GAAP); return on research and development investment; market capitalization; product development and improvements; market share; cycle time reductions; customer satisfaction measures; strategic positioning or marketing programs; business/information systems improvements; expense management; infrastructure support programs; human resource programs; customer programs; technology development programs; and any other financial metric(s) and/or operational or strategic programs. Personal performance may be a multiplier against other performance goals.

• Determinations: the Committee shall determine the extent to which the respective performance goals and any other material terms of the bonus awards have been satisfied, and may determine to accelerate achievement or waive criteria in its discretion; and

• Unfunded Nature: the plan shall be unfunded.

Executive Officer Cash Bonus Criteria for the First Half of Fiscal Year 2010. The Committee set specified financial goals under the Omnibus Plan for executive officer 3Bonus (1^st half, FY2010) for the following metrics, each of which can be met individually and independent of attainment of other metrics (the weighting of each metric based on a 100% target bonus opportunity is in parens):

• consolidated revenue (50%)

• consolidated non-GAAP operating profit (25%) and

• consolidated cash from operations (25%).

For each financial metric, the bonus potential ranges from 50%-200% of the target amounts previously disclosed for each executive, based on the degree of attainment of the specified financial metrics. For each metric described above, the Committee set goals for bonus at three levels, based on the Board-approved business plan for FY2010:

• “threshold” (the achievement of which will result in a bonus opportunity amount of 50% of target bonus amounts);

• “target” (the achievement of which will result in a bonus opportunity amount of 100% of target bonus amounts); and

• “maximum” (the achievement of which will result in a bonus opportunity amount of 200% of target bonus amounts).

In addition, the actual bonus opportunity amount will be based on a sliding scale for achievement attained in between specified levels, although for any single metric no amount will count towards the bonus opportunity unless, at a minimum, the “threshold” achievement level is attained for that metric.

ITEM 9.01 Financial Statements and Exhibits

               (d) Exhibits

Exhibit Number	Description
10.1	3Bonus Plan for Executive Officers*

* Indicates a management contract or compensatory plan.

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: July 13, 2009	By:	/s/ Neal D. Goldman
		Neal D. Goldman
		Executive Vice President, Chief Administrative and Legal Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	3Bonus Plan for Executive Officers*

* Indicates a management contract or compensatory plan.

EX-10.1

Exhibit 10.1

3Com Corporation

3Bonus Plan for Executive Officers

Adopted by the Compensation Committee of the Board of Directors on July 7, 2009

     1. Purpose. The Compensation Committee of the Board of Directors of 3Com Corporation (together with its affiliates, the “Company”) has adopted this Plan in order to provide incentives in the form of cash bonuses to the Company’s executive officers to make significant contributions to the Company’s success and profitability.

     2. Administration.

     (a) This Plan shall be administered by the Compensation Committee (the “Committee”) of the Company’s Board of Directors. Subject to the express terms of the Plan, the Committee shall have full power and authority to construe, interpret and administer the Plan. The Committee’s decisions hereunder shall be final and binding.

     (b) The Committee shall from time to time: (i) determine the executive officers who will participate in the Plan (each, a “Participant”) for any fiscal year or other period (a “Performance Period”); (ii) set a target bonus amount and any additional potential bonus amounts for each Participant for each Performance Period; and (iii) establish Performance Goals in accordance with Section 3 and any other terms and conditions applicable to participants’ incentive bonuses for each Performance Period.

     (c) A Participant’s potential bonus and applicable Performance Goals established under the Plan shall be evidenced by a writing delivered to the Participant and containing such other terms and conditions not inconsistent with the provisions of the Plan as the Committee considers necessary or advisable to achieve the purposes of the Plan or to comply with applicable tax and regulatory laws and accounting principles.

     3. Performance Goals.

     (a) The Committee shall establish for each Participant and for each Performance Period one or more goals related to the performance (defined by absolute and/or relative measures) of the Company, any of its divisions, business units, subsidiaries, regions, products or lines of business, and/or the Participant personally (“Performance Goals”). Such Goals may be based on any one or more of the following criteria: revenue; revenue growth; sales; expenses; margins; net income; earnings or earnings per share; cash flow; shareholder return; return on investment; return on invested capital, assets, or equity; profit before or after tax; operating profit (GAAP or non-GAAP); return on research and development investment; market capitalization; product development and improvements; market share; cycle time reductions; customer satisfaction measures; strategic positioning or marketing programs; business/information systems improvements; expense management; infrastructure support programs; human resource programs; customer programs; technology development programs; and any other financial metric(s) and/or operational or strategic programs. Personal performance may be a multiplier against other Performance Goals.

     (b) The Committee may determine threshold, target(s), or other levels of performance that must be achieved, with corresponding threshold, target, maximum, upside, or other bonus payments contingent upon the attainment of the relevant Performance Goals. In establishing the performance levels, the Committee may specify the measures to be used to evaluate Performance Goal achievement and the weighting of each Performance Goal.

     4. Bonus Payments.

     (a) Within a reasonable time after the end of any Performance Period and before payment of any bonus, the Committee shall determine the extent to which the respective Performance Goals and any other material terms of the bonus awards have been satisfied.

     (b) The Committee shall determine the effect on any payment under the Plan of the disability, death, retirement or other termination of service of a Participant. The Committee may in its discretion at any time modify or terminate any Participant’s eligibility for any payment hereunder if the Committee determines that the Participant has engaged in activity in competition with, or otherwise harmful to the interests of, the Company. No benefit under the Plan may be assigned or transferred by a Participant during the Participant’s lifetime.

     (d) Participants may defer receipt of all or any portion of a bonus under this Plan if and to the extent permitted under any deferred compensation plan of the Company.

     (e) A Participant shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of payments under the Plan no later than the date of the event creating the tax liability. The Company may, to the extent permitted by law, deduct any such tax obligations from the Participant’s respective bonus or from any other payment due to the Participant.

     5. Change in Control. In addition to any rights a Participant may have under a Change of Control Agreement with the Company, in order to preserve a Participant’s rights hereunder in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may, at any time, take one or more of the following actions: (i) provide for the acceleration of any time period relating to any payment hereunder, (ii) provide for payment to the Participant upon the change in control of cash or other property equal to the amount that would otherwise have been paid hereunder, (iii) adjust the criteria applicable to the payment of any amount hereunder in a manner determined by the Committee to reflect the change in control, (iv) cause the Company’s obligations under this Plan to be assumed, or new obligations substituted therefor, by another entity, or (v) make such other provision as the Committee may consider equitable to Participants and in the best interests of the Company.

     6. Unfunded Plan. The Plan shall be unfunded. The Company shall not be required to segregate any assets for payment under the Plan, nor shall the Plan be construed as providing for such segregation, nor shall the Company, the Board of Directors or the Committee be deemed to be a trustee of any amount payable under the Plan. Any liability of the Company to any Participant under the Plan shall be based solely upon any contractual obligations that may be created pursuant to the Plan, and no such obligation of the Company shall be deemed to be secured by any pledge or other encumbrance on any property of the Company.

     7. No Right to Continued Employment. No person shall have any claim or right to participate in the Plan. Participation in any period shall not confer any right to participate in any subsequent period. Neither the adoption, maintenance or operation of the Plan nor any notification of a potential bonus hereunder shall confer upon any person any right with respect to continued employment with the Company nor shall they interfere with the rights of the Company at any time to terminate or otherwise change the terms of his or her employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company.

     8. Amendment and Termination of Plan. The Committee may amend, suspend or terminate the Plan in order to comply with any legal requirements or for any other purpose permitted by law. The Committee shall determine the effect of such action on any proposed payment(s) under the Plan.

     9. Governing Law. The Plan shall be governed by, and construed in accordance with, the internal laws of the Commonwealth of Massachusetts.