S-8

As filed with the Securities and Exchange Commission on July 3, 2007
Registration No. 333-                    

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

3COM CORPORATION

(Exact name of Registrant as specified in its charter)

Delaware	94-2605794
(State of Incorporation)	(I.R.S. Employer Identification Number)

350 Campus Drive
Marlborough, MA 01752
(Address of Principal Executive Offices)

Stand Alone Stock Option Agreement with Edgar Masri dated September 5, 2006
Stand Alone Stock Option Agreement with Jay Zager dated July 3, 2007
Stand Alone Stock Restricted Stock Agreement with Jay Zager dated July 3, 2007
(Full title of the plans)

Neal D. Goldman, Esq.
Executive Vice President, Chief Administrative and Legal Officer and Secretary
350 Campus Drive
Marlborough, MA 01752
(Name and address of agent for service)

(508) 323-1000
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities to	Amount		Offering Price		Aggregate Offering		Amount of
be Registered (1)	to be Registered (2)		Per Share (3)		Price (3)		Registration Fee (4)
Common Stock, $0.01 par value per share		2,500,000	$	4.45	$	11,125,000	$	342
Common Stock, $0.01 par value per share		3,000,000	$	5.34	$	16,020,000	$	492
Common Stock, $0.01 par value per share		3,000,000	$	5.785	$	17,355,000	$	533
Common Stock, $0.01 par value per share		500,000	$	4.28	$	2,140,000	$	66
Common Stock, $0.01 par value per share		300,000	$	4.12	$	1,236,000	$	38
Total		9,300,000			$	47,876,000	$	1,471

(1)	Shares of 2.5 million, 3.0 million and 3.0 million to be offered pursuant to the Registrant’s Stand Alone Stock Option Agreement with Edgar Masri dated September 5, 2006. Shares of 0.5 million to be offered pursuant to the Registrant’s Stand Alone Stock Option Agreement with Jay Zager dated July 3, 2007. Shares of 0.3 million to be offered pursuant to the Registrant’s Stand Alone Restricted Stock Agreement with Jay Zager dated July 3, 2007. The foregoing agreements are collectively defined as the “Plans”. Each share of common stock includes a preferred stock purchase right. The preferred stock purchase rights, which are attached to the shares of common stock being registered hereunder, will be issued for no additional consideration. Accordingly, no additional registration fee is payable.
(2)	Pursuant to Rule 416 under the Securities Act of 1933, as amended, to the extent additional shares of common stock may be issued or issuable as a result of a stock split or other distribution declared at any time by the Board of Directors while this registration statement is in effect, this registration statement is hereby deemed to cover all such additional shares of common stock.
(3)	For all shares, except the 0.3 million shares to be offered to Mr. Zager, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are based on the actual exercise price of each tranche of options granted under the Plan and is calculated in accordance with Rule 457(h)(1) promulgated under the Securities Act of 1933. For the 0.3 million shares to be offered to Mr. Zager, the Proposed Maximum Offering Price Per Share and the Proposed Maximum Aggregate Offering Price are estimated in accordance with Rule 457(c) and 457(h) solely for the purpose of calculating the filing fee on the basis of $4.12 per share, which represents the average of the high and low prices of the Common Stock as reported on the NASDAQ on July 2, 2007 (a date within five business days of July 3, 2007, the filing date).
(4)	The Amount of Registration Fee is based on a fee rate of $30.70 per million. The total filing fee for Common Stock registered herein of $1,471 is offset pursuant to Rule 457(p) of the Securities Act by filing fees totaling $4,737 previously paid with respect to unsold shares registered pursuant to a Registration Statement on Form S-8 filed by 3Com Corporation on May 31, 2006 for the Stand Alone Option Agreement with Scott Murray dated January 25, 2006 (Commission File No. 333-134610). Therefore, no fee is being paid herewith.

TABLE OF CONTENTS

PART I
PART II
	Item 3. Incorporation of Documents by Reference.
	Item 4. Description of Securities.
	Item 5. Interests of Named Experts and Counsel.
	Item 6. Indemnification of Directors and Officers.
	Item 7. Exemption from Registration Claimed.
	Item 8. Exhibits.
	Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
Ex-5.1 Opinion of Jeffrey M. Held
Ex-10.2 Stand Alone Stock Option Agreement
Ex-10.3 Stand Alone Restricted Stock Agreement
Ex-23.1 Consent of Deloitte & Touche LLP
Ex-23.2 Consent of Deloitte & Touche Tohmatsu CPA Ltd.
Ex-23.3 Consent of KPMG Huazhen

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this registration statement in accordance with Rule 428 under the Securities Act of 1933, as amended.

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents and information heretofore filed by Registrant with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this registration statement:

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended June 2, 2006, filed pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(b)	The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended September 1, 2006, December 1, 2006 and March 2, 2007;
(c)	The Registrant’s Current Reports on Form 8-K filed on June 26, June 28 (Item 2.05 only), July 7, July 26, August 9, August 11, August 24, October 5, November 15, November 29 and December 27, 2006 and January 26, March 22 (Items 5.02 and 8.01 only), March 23, March 29, May 10, May 25, May 31, June 15 and June 28 (Item 5.02 only), 2007; and the Registrant’s Current Report on Form 8-K/A filed on June 7, 2007;
(d)	The description of the Registrant’s Common Stock contained in the registration statement on Form 8-A, filed with the Commission on September 18, 1984, and any amendment or report filed for the purpose of updating such description; and
(e)	The description of the Registrant’s preferred share purchase rights contained in the registration statement on Form 8-A, filed with the Commission on September 22, 1989, as amended and restated on November 27, 2002.

     All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment to the registration statement which indicates that all of the shares of common stock offered have been sold or which deregisters all of such shares then remaining unsold, shall be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of the filing of such documents; except as to any portion of any future annual or quarterly report to stockholders or document that is not deemed filed under such provisions. For the purposes of this registration statement, any

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statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     Section 145 of the General Corporation Law of the State of Delaware authorizes a Delaware corporation to indemnify officers, directors, employees, and agents of the corporation, in connection with actual or threatened actions, suits or proceedings provided that such officer, director, employee, or agent acted in good faith and in a manner such officer reasonably believed to be in or not opposed to the corporation’s best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was unlawful. This authority is sufficiently broad to permit indemnification under certain circumstances for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended.

     The Registrant’s By-laws provide for indemnification of officers and directors to the fullest extent permitted by Delaware law. In addition, the Registrant has, and intends in the future to enter into, agreements to provide indemnification for directors and officers in addition to that provided for in the Bylaws. These agreements, among other things, indemnify the Registrant’s directors and officers for certain expenses (including attorney fees), judgments, fines and settlement amounts incurred by any such person in any action or proceeding, including any action by or in the right of the Registrant, arising out of such person’s services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the request of the Registrant. The Registrant believes that these provisions and agreements are necessary to attract and retain qualified directors and officers.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable.

     The Registrant maintains insurance on behalf of any person who is a director or officer against any loss arising from any claim asserted against such person and expense incurred by such person in any capacity, subject to certain exclusions.

Item 7. Exemption from Registration Claimed.

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     Not Applicable.

Item 8. Exhibits.

Exhibit
Number		Description
	4.1	Third Amended and Restated Preferred Shares Rights Agreement, dated as of November 4, 2002 (incorporated by reference from Exhibit 4.1 to Form 8-A/A (File No. 0-12867) filed on November 27, 2002)
	5.1	Opinion of Jeffrey M. Held, Senior Corporate Counsel and Assistant Secretary of the Registrant*
	10.1	Stand Alone Stock Option Agreement dated September 5, 2006 by and between Edgar Masri and the Registrant (incorporated by reference from Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 0-12867) filed on October 10, 2006)
	10.2	Stand Alone Stock Option Agreement dated July 3, 2007 by and between Jay Zager and the Registrant*
	10.3	Stand Alone Restricted Stock Agreement dated July 3, 2007 by and between Jay Zager and the Registrant*
	10.4	3Com Corporation 2003 Stock Plan, as amended (incorporated by reference from Exhibit 10.1 to Form S-8 filed on November 17, 2005)
	23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm*
	23.2	Consent of Deloitte Touche Tohmatsu CPA Ltd., Independent Auditors*
	23.3	Consent of KPMG Huazhen, Independent Auditors*
	23.4	Consent of Jeffrey M. Held, Senior Corporate Counsel and Assistant Secretary of the Registrant (contained in Exhibit 5.1)*
	24.1	Power of Attorney (see page II-6)*

* Filed herewith

Item 9. Undertakings.

          (a) The undersigned Registrant hereby undertakes:

               (i) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

                    (1) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

                    (2) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range

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may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

                    (3) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

     Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are incorporated by reference in this registration statement.

               (ii) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

               (iii) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

          (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of any employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Marlborough, Commonwealth of Massachusetts, on July 3, 2007.

3COM CORPORATION
By:	/s/ NEAL D. GOLDMAN
	Neal D. Goldman, Esq.
	Executive Vice President, Chief Administrative and Legal Officer and Secretary

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POWER OF ATTORNEY

     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Neal D. Goldman and Jeffrey M. Held, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution, to sign and execute on behalf of the undersigned any and all amendments (including post-effective amendments) to this registration statement, any registration statement for the same offering covered by this registration statement that is to be effective upon filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended, and all post-effective amendments thereto, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as the undersigned might or could do in person, and each of the undersigned does hereby ratify and confirm all that such attorneys-in-fact and agents or any of them, or any substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Edgar Masri Edgar Masri	Director, President and Chief Executive Officer (principal executive officer)	July 3, 2007
/s/ Jay Zager Jay Zager	Executive Vice President and Chief Financial Officer (principal financial and accounting officer)	July 3, 2007
/s/ Eric A. Benhamou Eric A. Benhamou	Chairman of the Board	July 3, 2007
/s/ Gary T. DiCamillo Gary T. DiCamillo	Director	July 3, 2007
/s/ James R. Long James R. Long	Director	July 3, 2007
/s/ Robert Y. L. Mao Robert Y. L. Mao	Director	July 3, 2007
/s/ Raj Reddy Raj Reddy	Director	July 3, 2007
/s/ Dominique Trempont Dominique Trempont	Director	July 3, 2007
/s/ Paul G. Yovovich Paul G. Yovovich	Director	July 3, 2007

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INDEX TO EXHIBITS

Exhibit
Number		Description
	4.1	Third Amended and Restated Preferred Shares Rights Agreement, dated as of November 4, 2002 (incorporated by reference from Exhibit 4.1 to Form 8-A/A (File No. 0-12867) filed on November 27, 2002)
	5.1	Opinion of Jeffrey M. Held, Senior Corporate Counsel and Assistant Secretary of the Registrant*
	10.1	Stand Alone Stock Option Agreement dated September 5, 2006 by and between Edgar Masri and the Registrant (incorporated by reference from Exhibit 10.2 to Quarterly Report on Form 10-Q (File No. 0-12867) filed on October 10, 2006)
	10.2	Stand Alone Stock Option Agreement dated July 3, 2007 by and between Jay Zager and the Registrant*
	10.3	Stand Alone Restricted Stock Agreement dated July 3, 2007 by and between Jay Zager and the Registrant*
	10.4	3Com Corporation 2003 Stock Plan, as amended (incorporated by reference from Exhibit 10.1 to Form S-8 filed on November 17, 2005)
	23.1	Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm*
	23.2	Consent of Deloitte Touche Tohmatsu CPA Ltd., Independent Auditors *
	23.3	Consent of KPMG HuaZhen, Independent Auditors *
	23.4	Consent of Jeffrey M. Held, Senior Corporate Counsel and Assistant Secretary of the Registrant (contained in Exhibit 5.1)*
	24.1	Power of Attorney (see page II-6)*

* Filed herewith

EX-5.1

EXHIBIT 5.1

July 3, 2007

3Com Corporation
350 Campus Drive
Marlborough, MA 01752

     Re: Registration Statement on Form S-8

I am Senior Corporate Counsel and Assistant Secretary for 3Com Corporation, a Delaware corporation (the “Company”), and am issuing this opinion in connection with the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission on or about July 3, 2007 (as such may thereafter be amended or supplemented, the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of 8,500,000 shares of the Company’s Common Stock (the “Masri Shares”) and associated preferred stock purchase rights (the “Rights”) that are to be issued pursuant to the Stand Alone Stock Option Agreement dated September 5, 2006 by and between Edgar Masri and the Company and 800,000 shares of the Company’s Common Stock and associated Rights (together with the Masri Shares, the “Shares”) that are to be issued pursuant to the Stand Alone Stock Option Agreement dated July 3, 2007 by and between Jay Zager and the Company and the Stand Alone Restricted Stock Agreement dated July 3, 2007 by and between Jay Zager and the Company (collectively, the “Plans”). I have examined and am familiar with originals or copies, certified or otherwise identified to my satisfaction, of: (i) the Registration Statement; (ii) the Company’s Certificate of Incorporation, as amended; and (iii) such records of the corporate proceedings of the Company as I have deemed necessary or appropriate as a basis for the opinions set forth herein; and (iv) such other records and documents as I have deemed necessary or appropriate as a basis for the opinion set forth herein.

Based upon and subject to the foregoing, I am of the opinion that the Shares and associated Rights, when issued and sold by the Company pursuant to and in accordance with the Plans, will be validly issued, fully paid and nonassessable.

I hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. This opinion is furnished by me as Senior Corporate Counsel and Assistant Secretary for the Company in connection with the filing of the Registration Statement and is not to be used, circulated or quoted for any other purpose or otherwise referred to or relied upon by any other person without the prior express written permission of the Company other than in connection with the offer and sale of Shares while the Registration Statement is in effect.

Very truly yours,

/S/ Jeffrey M. Held

Jeffrey M. Held

Senior Corporate Counsel and Assistant Secretary

3Com Corporation

EX-10.2

Exhibit 10.2

3COM CORPORATION
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

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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.

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          (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.

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          (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
In no event shall the Vested Ratio exceed 1/1.

     Notwithstanding the foregoing, in the event that the Participant is terminated without Cause or resigns for Good Reason other than in Connection with a Change of Control, the Participant shall receive twelve (12) months accelerated vesting with respect to the Participant’s then outstanding unvested portion of the Award, provided that the Participant signs and does not revoke the Release Agreement as described in paragraphs 3 of the Management Retention Agreement and the Severance Benefits Agreement, both signed on June 21, 2007.

     Notwithstanding the foregoing, in the event that the Participant is terminated without Cause in Connection with a Change of Control or resigns for Good Reason in Connection with a Change of Control, the Participant shall become fully vested in the Participant’s then outstanding unvested portion of the Award, provided that the Participant signs and does not revoke the Release Agreement as described in paragraphs 3 of the Management Retention Agreement and the Severance Benefits Agreement, both signed June 21, 2007.

     2. Grant of Option. The Administrator hereby grants to the Participant the Option to purchase the number of Shares set forth in the Notice of Grant, at the exercise price per Share set forth in the Notice of Grant, subject to the provisions of this Award Agreement and the Notice of Grant, which is incorporated herein by reference. The Option referenced herein are not intended to qualify as Incentive Stock Options as defined in Section 422 of the Code and shall be treated as a Nonstatutory Stock Option.

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The term of each Option shall be stated in the Notice of Grant and shall be seven (7) years from the Date of Grant.

     3. Exercise of the Option.

          (a) Right to Exercise. The Option shall be exercisable during its terms in accordance with the Notice of Grant and this Award Agreement and at such times and under such conditions as determined by the Administrator. The Option shall first become exercisable on the Initial Vesting Date. Each Option shall be exercisable on and after the Initial Vesting Date and prior to the termination of the Option in the amount equal to the Number of Option Shares multiplied by the Vested Ratio as set forth in Section 1(hh) above less the number of Shares previously acquired upon exercise of the Option. In no event shall an Option be exercisable for more Shares than the Number of Option Shares. Exercising an Option in any manner approved hereunder shall decrease the number of Shares thereafter available for sale under the Option by the number of Shares as to which the Option is exercised.

          (b) Method of Exercise. Each Option shall be exercisable by written or electronic notice to the Company which shall state the election to exercise the Option, the number of Shares being exercised, and such other representations and agreements as to the Participant’s investment intent with respect to the Shares as may be required pursuant to the provisions of this Award Agreement. Such notice shall be signed by the Participant or person entitled to exercise the Option and shall be delivered to the Company’s Stock Administration Department, or other authorized representative of the Company, prior to the termination of the Option as set forth in Section 5 below, accompanied by full payment of the option price for the number of Shares being purchased.

          (c) Form of Payment of Option Price. Subject to the Applicable Laws, such payment shall be made (1) in cash, by check, or cash equivalent, (2) by tender of Shares of the Company’s stock owned by the Participant and having a fair market value not less than the option price, which (i) either have been owned by the Participant for more than six (6) months or were not acquired, directly or indirectly from the Company, and (ii) have a fair market value not less than the option price, (3) proceeds from a broker-assisted cashless exercise program acceptable to the Company, in its sole discretion, or (4) by any combination of the foregoing.

          (d) Withholding. At the time the Option is exercised, in whole or in part, or at any time thereafter as determined by the Company, the Company shall have the right to withhold the applicable minimum withholding taxes, including but not limited to federal tax, state tax, foreign taxes, or social taxes, if any, which arise in connection with the Option including, without limitation, obligations arising upon (i) the exercise of the Option in whole or in part, (ii) the transfer, in whole or in part, of any Shares acquired on exercise of the Option, or (iii) the lapsing of any restriction with respect to any Shares acquired on exercise of the Option. The Participant shall make adequate provision for the Company to meet its minimum withholding obligations.

          (e) Certificate Registration. The Shares as to which an Option shall be exercised shall be issued in the the name of the Participant, the heirs of the Participant (if applicable), or, if requested in writing by the Participant, in the name of the Participant and his spouse. If payment of the option price is accomplished using a broker-assisted cashless exercise program acceptable to the Company, in its sole discretion, the certificate or certificates may, at the Company’s sole discretion be registered in the name of a nominee who is an authorized broker for the Company’s same-day sale program. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the

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Option. The Company shall issue (or cause to be issued) such Shares promptly after the Option is exercised. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 10 herein.

          (f) Restriction on Grant of Option and Issuance of Shares. The grant of the Option and the issuance of Shares pursuant to the Option shall be subject to compliance with all Applicable Laws. The Option may not be exercised if the issuance of Shares upon such exercise would constitute a violation of any Applicable Laws. In addition, no Option may be exercised unless (i) a registration statement under the Securities Act of 1933, as amended, shall at the time of exercise of any Option be in effect with respect to the Shares issuable upon exercise of the Option, or (ii) in the opinion of legal counsel to the Company, the Shares issuable upon exercise of any Option may be issued in accordance with the terms of an applicable exemption from the registration requirements of said Act. As a condition to the exercise of any Option, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any Applicable Laws and to make any representation or warranty with respect thereto as may be requested by the Company.

          (g) Fractional Shares. The Company shall not be required to issue fractional Shares upon the exercise of the Option.

          (h) Survival of Award Agreement Provisions. To the extent contemplated herein, the provisions of this Award Agreement shall survive any exercise of the Option and shall remain in full force and effect.

     4. Non-Transferability of the Option. The Option may not be sold, pledged, assigned, hypotencated, transferred or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. The terms of this Award Agreement shall be binding upon the executors, administrators, heirs, successors and assignees of the Participant.

     5. Termination of the Option. The Option shall terminate and may no longer be exercised on the first to occur of (i) the Option Termination Date as defined above, (ii) the last date for exercising the Option following termination as a Service Provider as described herein, or as otherwise set forth in this Award Agreement.

     6. Termination of the Participant’s Relationship as a Service Provider.

          (a) Termination of the Option. If the Participant ceases to be a Service Provider for any reason except by reason of death or Disability, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant ceased to be a Service Provider, may be exercised by the Participant within three (3) months after the date on which the Participant’s relationship as a Service Provider terminates, but in any event no later than the Option Termination Date. If the Participant’s Service Provider relationship is terminated because of the death of the Participant or Disability of the Participant, the Option, to the extent unexercised and exercisable by the Participant on the date on which the Participant ceased to be a Service Provider, may be exercised by the Participant (or the Participant’s estate or legal representative) at any time prior to the expiration of twelve (12) months from the date of such termination, but in any event no later than the Option Termination Date. The Participant’s Service Provider relationship shall be deemed to have terminated on account of death if the Participant dies within three (3) months after the Participant’s termination of the Service Provider relationship.

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          (b) Disability of Optionee. If an Optionee ceases to be a Service Provider as a result of the Optionee’s Disability, the Optionee may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested and exercisable on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). In the absence of a specified time in the Option Agreement, the Option shall remain exercisable for twelve (12) months following the Optionee’s termination. If, on the date of termination, the Optionee is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option shall revert to the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall revert to the Plan.

          (c) Extension of Option Exercise Period. Notwithstanding the above, in the event that the Participant’s employment is terminated by the Company without Cause or by the Participant for Good Reason (regardless of whether such termination is in Connection with a Change of Control), the Option, to the extent unexercised and exercisable by the Participant on the date of the Participant’s termination, may be exercised by the Participant until the earlier of (i) 165 calendar days after the Participant’s date of termination or (ii) the Option Termination Date, provided that the Participant signs and does not revoke the Release Agreement as described in paragraphs 3 of the Management Retention Agreement and the Severance Benefits Agreement, both signed on June 21, 2007.

          (d) Change in Status. Notwithstanding the above, in the event of the Participant’s change in status from Consultant, Employee or Director to Employee, Consultant or Director (e.g., an Employee becoming a Consultant), the Participant’s’s status as a Service Provider shall continue notwithstanding the change in status.

          (e) Exercise Prevented by Applicable Laws. Except as provided in this Section 6, the Option shall terminate and may not be exercised after the Participant’s Service Provider relationship terminates unless the exercise of the Option in accordance with this Section 6 would constitute a violation of any Applicable Laws. If the exercise of the Option is so prevented, the Option shall remain exercisable until three (3) months after the date the Participant is notified by the Company or its Parent or Subsidiary for whom the Participant provides service that the Option is exercisable but in no event later than the Option Termination Date.

     7. Leaves of Absence. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, the Option shall cease to vest on the 91^st day of any unpaid leave of absence and shall only recommence upon the Participant’s return to active service.

     8. Rights as a Shareholder or Employee. The Participant shall have no rights as a stockholder with respect to any Shares until the date of the issuance of a certificate or certificates for the Shares for which the Option has been exercised. No adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such stock certificate or certificates are issued.

     9. No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE OR OTHER SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR ACQUIRING SHARES HEREUNDER). THE PARTICIPANT FURTHER

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ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER OF THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.

     10. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Change of Control.

          (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

          (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify the Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for the Participant to have the right to exercise his Award until ten (10) days prior to such transaction as to all of the stock covered thereby, including Shares as to which the Award would not otherwise be vested or exercisable.

          (c) Change of Control. In the event of a Change of Control, each outstanding Option shall be assumed or an equivalent option substituted by the successor corporation or a Parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Option, the Participant shall fully vest in and have the right to exercise the Option as to all of the Optioned Stock, including Shares as to which it would not otherwise be vested or exercisable. If the Option becomes fully vested and exercisable in lieu of assumption or substitution in the event of a Change of Control, the Administrator shall notify the Participant in writing or electronically that the Option shall be fully vested and exercisable for a period of fifteen (15) days from the date of such notice, and the Option shall terminate upon the expiration of such period. For the purposes of this paragraph, an Option shall be considered assumed if, following the Change of Control, the Option confers the right to purchase or receive, for each Share of Optioned Stock subject to the Option immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in

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the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received upon the exercise of any Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

     11. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of an Award, the Company may require the Participant or any authorized person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

          (c) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

     12. Legends. The Company may at any time place legends referencing any applicable federal and/or state securities restrictions on all certificates representing shares of stock subject to the provisions of this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to the Option in the possession of the Participant in order to effectuate the provisions of this Section 12.

     13. Binding Effect. This Award Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

     14. Amendment or Termination. The Administrator may at any time amend, alter, suspend or terminate the Agreement; provided, however, that no such amendment, alteration, suspension or termination may adversely affect the Option or any unexercised portion hereof without the written consent of the Participant. Termination of the Agreement shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Agreement prior to the date of such termination.

     15. Entire Agreement; Applicable Law. This Award Agreement, along with the Participant’s Offer Letter, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. To the extent that this Award Agreement sets forth terms and conditions that are less beneficial to the Particpant than the Offer Letter, the terms of the Offer Letter shall prevail. This Award Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the Commonwealth of Massachusetts without regard to its conflict of laws rules.

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     16. Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at its then current principal executive office or to such other address as the Company may hereafter designate to the Participant. Any notice to be given to the Participant hereunder shall be addressed to the Participant at the last address known to the Company, or at such other address as the Participant may hereafter designate to the Company. A notice shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive it.

PARTICIPANT	3COM CORPORATION
/s/ Jay Zager Jay Zager	/s/ Neal D. Goldman Neal D. Goldman
Chief Financial Officer	Executive Vice President and Chief Legal and Administrative Officer
7/3/07 Date	7/3/07 Date

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EX-10.3

Exhibit 10.3

3COM CORPORATION
STAND ALONE RESTRICTED STOCK AGREEMENT

     3Com Corporation has granted Jay Zager, (the “Participant”), Restricted Stock 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 restricted stock 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 Restricted Stock under this Award Agreement and Notice of Grant of Restricted Stock.

          (d) “Award Agreement” means this Stand Alone Restricted Stock 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

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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.

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          (m) “Date of Restricted Stock 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) “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.

          (s) “In Connection with a Change of Control” means within three (3) months prior to or twelve (12) months following a Change of Control.

          (t) “Initial Vesting Date” shall be the date occurring one (1) year after the Date Restricted Stock Grant.

          (u) “Notice of Grant” shall mean the “NOTICE OF GRANT OF RESTRICTED STOCK”. The Notice of Grant is part of this Award Agreement.

          (v) “Number of Restricted Stock” shall mean the “Total Number of Restricted Stock Granted” as set forth in the Notice of Grant.

          (w) “Offer Letter” means the offer of employment letter issued May 9, 2007.

          (x) “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.

          (y) “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

          (z) “Restricted Stock” means shares of Common Stock or units/rights to acquire shares of Common Stock granted pursuant to the Plan that are subject to vesting.

          (aa) “Service Provider” means an Employee, Director or Consultant.

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          (bb) “Share” means a share of the Common Stock, as adjusted in accordance with the Plan.

          (cc) “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.

          (dd)“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 Restricted Stock 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
In no event shall the Vested Ratio exceed 1/1.

     Notwithstanding the foregoing, in the event that the Participant is terminated without Cause or resigns for Good Reason other than in Connection with a Change of Control, the Participant shall receive twelve (12) months accelerated vesting with respect to the Participant’s then outstanding unvested portion of the Award, provided that the Participant signs and does not revoke a Release Agreement as described in paragraphs 3 of the Management Retention Agreement and the Severance Benefits Agreement, both signed on June 21, 2007.

     Notwithstanding the foregoing, in the event that the Participant is terminated without Cause in Connection with a Change of Control or resigns for Good Reason in Connection with a Change of Control, the Participant shall become fully vested in the Participant’s then outstanding unvested portion of the Award, provided that the Participant signs and does not revoke a Release Agreement as described in paragraphs 3 of the Management Retention Agreement and the Severance Benefits Agreement, both signed on June 21, 2007.

     2. Leaves of Absence. Unless the Administrator provides otherwise or as otherwise required by Applicable Laws, the Restricted Stock shall cease to vest on the 91^st day of any unpaid leave of absence and shall only recommence upon the Participant’s return to active service.

     3. Rights as a Shareholder or Employee. The Participant shall have no rights as a stockholder with respect to any Shares until the date of the issuance of a certificate or certificates for the Shares which have vested has been exercised.

     4. No Guarantee of Continued Service. THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE OR OTHER SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE RESTRICTED STOCK OR ACQUIRING SHARES HEREUNDER). THE

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PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH THE PARTICIPANT’S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE THE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER OF THE COMPANY AT ANY TIME, WITH OR WITHOUT CAUSE OR NOTICE.

     5. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation or Change of Control.

          (a) Changes in Capitalization. Subject to any required action by the stockholders of the Company, the number of shares of Common Stock covered by each outstanding Award, as well as the price per share of Common Stock covered by each such outstanding Award, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the number of issued shares of Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been “effected without receipt of consideration.” Such adjustment shall be made by the Administrator, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of shares of Common Stock subject to an Award.

          (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify the Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for the Participant to have the right to exercise his Award until ten (10) days prior to such transaction as to all of the stock covered thereby, including Shares as to which the Award would not otherwise be vested or exercisable.

          (c) Change of Control. In the event of a Change of Control, each outstanding Restricted Stock award shall be assumed or an equivalent award substituted by the successor corporation or a Parent or subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Restricted Stock, the Participant shall fully vest in the Restricted Stock, including Shares as to which it would not otherwise be vested. For the purposes of this paragraph, the Restricted Stock shall be considered assumed if, following the Change of Control, the Restricted Stock confers the right to receive, for each Share and each unit/right to acquire a Share that is subject to the Restricted Stock award immediately prior to the Change of Control, the consideration (whether stock, cash, or other securities or property) received in the Change of Control by holders of Common Stock for each Share and each unit/right to acquire a Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change of Control is not solely common stock of the successor corporation or its Parent, the Administrator may, with the consent of the successor corporation, provide for the consideration to be received, for each Share and each unit/right to acquire a Share subject to the Restricted Stock award, to be solely common stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the Change of Control.

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     6. Non-Transferability of Restricted Stock. Restricted Stock may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution.

     7. Conditions Upon Issuance of Shares.

          (a) Legal Compliance. Shares shall not be issued pursuant to the exercise or vesting of an Award unless the exercise or vesting of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and shall be further subject to the approval of counsel for the Company with respect to such compliance.

          (b) Investment Representations. As a condition to the exercise of an Award, the Company may require the Participant or any authorized person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

          (c) Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

     8. Legends. The Company may at any time place legends referencing any applicable federal and/or state securities restrictions on all certificates representing shares of stock subject to the provisions of this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired pursuant to the Restricted Stock in the possession of the Participant in order to effectuate the provisions of this Section.

     9. Escrow.

          (a) Establishment of Escrow. To ensure that the Shares subject to the Unvested Share Reacquisition Right will be available for reacquisition, the Company may require the Participant to deposit the certificate or certificates evidencing the Unvested Shares with an escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of the issuance of Shares to the Participant, the Company reserves the right at any time to require the Participant to so deposit the Unvested Share certificate or certificates in escrow. The Company shall bear the expenses of the escrow.

          (b) Delivery of Shares to the Participant. As soon as practicable after the expiration of the Unvested Share Reacquisition Right, the escrow agent shall deliver to the Participant the Shares no longer subject to such restriction.

     Section 83(b) Election. The Participant acknowledges and understands that when the Shares become Vested Shares under this Award Agreement, Section 83 of the Code imposes a tax at ordinary income rates with respect to such Vested Shares in an amount equal to the fair market value of such Vested Shares, determined on the date such Shares become Vested Shares. The Participant also understands that (i) alternatively, the Participant may elect to be taxed in the year the Shares were granted rather than when the Shares become Vested Shares by filing an election under Section 83(b) of the Code with the Internal Revenue Service within thirty (30) days from the Grant Date; (ii) if the Participant files such an election, the Participant will be taxed at ordinary income rates on the fair market value of the

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Shares on the Grant Date; (iii) if the Participant makes such an election he must provide the Company with a copy of the election no later than three (3) business days after filing the election with the Internal Revenue Service; and (iv) the Participant must file another copy of the election with his federal income tax return for the tax year in which Participant filed the election. The Participant acknowledges that it is the Participant’s sole responsibility and not the Company’s responsibility to determine whether it is advisable to make the election and, if the Participant so elects, to file the election in a timely fashion and to make any filings under corresponding provisions of state tax law.

     10. Withholding. At the time that this Award Agreement is executed, or at any time thereafter as determined by the Company, the Company shall have the right to withhold the applicable minimum withholding taxes, including but not limited to federal tax, state tax, foreign taxes, or social taxes, if any, which arise in connection with the acquisition of Shares pursuant to the Plan, including, without limitation, obligations arising upon (i) the transfer, in whole or in part, of any Shares, (ii) the lapse of any restriction with respect to any Shares acquired pursuant to the Plan, or (iii) the filing of an election to recognize a tax liability. The Participant authorizes the Company to withhold from the Participant’s compensation such amounts as may be necessary to satisfy the minimum applicable tax withholding obligations arising in connection with the issuance of the Shares pursuant to the Plan. The Company shall have no obligation to issue a certificate as to the Shares and/or to release the Shares from escrow until applicable withholding obligations have been satisfied.

     11. Trade for Taxes (Swap). Please circle the applicable election below if you wish to trade Shares to satisfy the minimum required tax withholding determined upon the date of vesting outlined in Section 9 above. If you elect to trade Shares to satisfy the minimum taxes due, the remaining amount due after the trade, less than the value of one Share, will be deducted from your cash compensation. If you wish to change your election during the life of the Award Agreement, you must contact stock administration at least thirty (30) days prior to the applicable vesting date.

TRADE SHARES FOR TAXES DUE (please circle one):     YES               NO

If you do not wish to trade Shares for taxes, and select “no” above, you must provide payment to stock administration within fifteen (15) days from date of vesting. If payment is not provided within fifteen (15) days after applicable taxes are due, stock administration will have the authority and discretion to (i) trade Shares to satisfy such applicable taxes or (ii) to withhold the entire tax obligation from your compensation.

     12. Broker. Your Shares will be deposited directly into your brokerage account with the Company’s approved broker when vested and the applicable withholding obligations have been satisfied.

     13. Binding Effect. This Award Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns.

     14. Amendment or Termination. The Administrator may at any time amend, alter, suspend or terminate the Agreement; provided, however, that no such amendment, alteration, suspension or termination may adversely affect the Restricted Stock hereof without the written consent of the Participant. Termination of the Agreement shall not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Agreement prior to the date of such termination.

     15. Entire Agreement; Applicable Law. This Award Agreement, along with the Participant’s Offer Letter, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. To the extent that this Award Agreement sets forth

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terms and conditions that are less beneficial to the Participant than the Offer Letter, the terms of the Offer Letter shall prevail. This Award Agreement shall be construed in accordance with, and all disputes hereunder shall be governed by, the laws of the Commonwealth of Massachusetts without regard to its conflict of laws rules.

     16. Notices. Any notice to be given to the Company hereunder shall be in writing and shall be addressed to the Company at its then current principal executive office or to such other address as the Company may hereafter designate to the Participant. Any notice to be given to the Participant hereunder shall be addressed to the Participant at the last address known to the Company, or at such other address as the Participant may hereafter designate to the Company. A notice shall be deemed to have been duly given when personally delivered or mailed by registered or certified mail to the party entitled to receive it.

PARTICIPANT	3COM CORPORATION
/s/ Jay Zager	/s/ Neal D. Goldman
Jay Zager	Neal D. Goldman
Chief Financial Officer	Executive Vice President and Chief Legal and Administrative Officer
7/3/07	7/3/07
Date	Date

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EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated August 11, 2006, relating to the financial statements and financial statement schedule of 3Com Corporation, and management’s report on the effectiveness of internal control over financial reporting, appearing in the Annual Report on Form 10-K of 3Com Corporation for the year ended June 2, 2006.

/S/ DELOITTE & TOUCHE LLP

Boston, Massachusetts
July 3, 2007

EX-23.2

EXHIBIT 23.2

INDEPENDENT AUDITORS’ CONSENT

We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 19, 2007 except for Note 11 which is as of May 31, 2007, relating to the consolidated financial statements of H3C Technologies Co., Limited (formerly known as Huawei-3Com Co., Limited) as of December 31, 2006 and for the year then ended, appearing in the Current Report on Form 8-K/A of 3Com Corporation filed on June 7, 2007.

/s/ Deloitte Touche Tohmatsu CPA Ltd.

Shanghai, People’s Republic of China
June 29, 2007

EX-23.3

EXHIBIT 23.3

Consent of Independent Auditor

The Board of Directors
H3C Technologies Co., Limited:

We consent to the use of our report dated March 15, 2006, with respect to the consolidated balance sheets of H3C Technologies Co., Limited (formerly known as Huawei-3Com Co. Limited) and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, stockholders’ equity and comprehensive income and cash flows for the years then ended, which report appears on Form 8-K/A of 3Com Corporation filed on June 7, 2007 and is incorporated herein by reference.

/s/ KPMG Huazhen

Shanghai, the People’s Republic of China
June 29, 2007