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Exhibit 10.23
3COM CORPORATION
DEFERRED COMPENSATION PLAN
(AMENDED AND RESTATED EFFECTIVE AS OF JULY 15, 2003)
THIS 3COM CORPORATION DEFERRED COMPENSATION PLAN (the "Plan")
is
amended and restated effective as of July
15, 2003, by 3Com Corporation, a
California corporation ("3Com"), for the
purpose of providing supplemental
retirement benefits to Company Executives
and their beneficiaries in
consideration of services rendered to the
Company and as an inducement for their
continued services in the future.
ARTICLE I
DEFINITIONS
Whenever used herein, the masculine pronoun shall be deemed to
include
the feminine, and the singular to include
the plural, unless the context clearly
indicates otherwise, and the following
definitions shall govern the Plan:
1.1 "BENEFICIARY" means one, some, or all (as the context shall
require) of those persons, trusts or other
entities entitled to receive benefits
which may be payable hereunder upon
Executive's death as determined under
Article VI.
1.2 "BENEFITS" means the amount(s) credited to Executive's
Deferral
Account.
1.3 "BOARD OF DIRECTORS" or "BOARD" means the Board of Directors
of
3Com Corporation.
1.4 "CODE" means the Internal Revenue Code of 1986, as amended.
1.5 "COMMITTEE" means an independent Committee appointed by the
Compensation Committee of the Board to
administer this Plan and to take such
other actions as may be specified
herein.
1.6 "COMPANY" means 3Com and any present or future parent
corporation
or subsidiary corporation of 3Com which the
Board determines should be included
in the Plan. For purposes of the Plan, a
parent corporation and a subsidiary
corporation shall be as defined in sections
424(e) and 424(f) of the Code.
1.7 "COMPANY CONTRIBUTION" 1.12 means a contribution made on behalf
of
an Executive by the Company as specified in
Section 3.5 hereof.
1.8 "CREDITED INVESTMENT RETURN (LOSS)" means the hypothetical
investment return which shall be credited
to the Executive's Deferral Account
pursuant to Article IV.
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1.9 "DEFERRAL ACCOUNT" means the book entry account established
under
the Plan for each Executive to which shall
be credited (debited) the Executive's
Salary Deferrals and the Company
Contributions, if any, made pursuant to Article
III and the Executive's Credited Investment
Return (Loss) determined under
Article IV and which shall be reduced by
any distributions made to Executive and
any charges which may be imposed on such
Deferral Account pursuant to the terms
of the Plan.
1.10 "DISTRIBUTION DATE" means the date on which distribution of
an
Executive's Benefits is made or commenced
pursuant to Section 5.
1.11 "EARLY BENEFIT DISTRIBUTION DATE" means the date elected by
an
Executive for the early distribution of
Benefits, as provided in Section 5.1(b).
1.12 "EFFECTIVE DATE" means August 1, 1995.
1.13 "ELECTION" means the form of Salary Deferral Election as may
be
prescribed by the Committee and as may be
modified from time to time.
1.14 "EMPLOYMENT" means, in the case of an Executive who is an
Outside
Director, such individual serving as a
member of the Board, and for all other
Executives, employment.
1.15 "ENTRY DATE" shall mean January 1 of each year.
1.16 "EXECUTIVE" means a highly compensated or key management
employee
of the Company, including Outside
Directors, who has been designated by the
Committee as eligible to participate in
this Plan and who has elected to
participate in the Plan by executing a
Salary Deferral Election or who receives
a Company Contribution pursuant to Section
3.5 hereof.
1.17 "INITIAL ENTRY DATE" shall mean the first day of the month
following the date an Executive is first
designated as eligible to participate
in the Plan, or, if later, the Effective
Date. Notwithstanding the foregoing, if
an Executive is an Outside Director, such
Executive's Initial Entry Date may not
be prior to January 1, 2003.
1.18 "OUTSIDE DIRECTOR" shall mean a director who is not
otherwise
employed by the Company.
1.19 "PLAN" shall mean this 3Com Corporation Deferred
Compensation
Plan, as it may be amended from time to
time.
1.20 "PLAN YEAR" means the calendar year.
1.21 "SALARY DEFERRAL AMOUNT" means the Salary Deferral Amount
which
Executive elects to contribute pursuant to
Article III.
1.22 "TERMINATION EVENT" means the termination of the
Executive's
Employment with the Company for any reason,
the Executive's death or Total
Disability. Notwithstanding the
foregoing,
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the change of status of an Outside Director
to that of an employee of the
Company shall not be considered a
Termination Event.
1.23 "3COM"
means 3Com Corporation, a California corporation.
1.24 "TOTAL DISABILITY" means the inability of the Executive to
engage
substantially in his or her normal duties
for the Company on account of physical
or mental impairment for a period of at
least one (1) year. A Total Disability
shall not occur for purposes of this Plan
until the end of the one (1) year
period of disability.
1.25 "TRUST" means the legal entity created by the Trust
Agreement.
1.26 "TRUST AGREEMENT" means that trust agreement entered into
between
3Com and Charles Schwab Trust Company, a
copy of which is attached hereto as
EXHIBIT A, as it may be amended from time
to time.
1.27 "TRUSTEE" means the original Trustee(s) named in the Trust
Agreement and any duly appointed successor
to successors thereto.
ARTICLE II
ELIGIBILITY
2.1 ELIGIBILITY. Eligibility for participation in the Plan shall
be
limited to key management or highly
compensated employees of the Company,
including Outside Directors, who are
selected by the Committee, in its sole
discretion, to participate in the Plan.
Individuals who are in this select group
shall be notified as to their eligibility
to participate in the Plan.
2.2 COMMENCEMENT OF PARTICIPATION. An Executive may begin
participation
in the Plan upon Executive's Initial Entry
Date or any Entry Date thereafter,
subject to the submission of a Salary
Deferral Election pursuant to Article III.
The Salary Deferral Election must be
returned to the Company in advance of the
Executive's Initial Entry Date or Entry
Date in accordance with such rules and
procedures as may be established by the
Committee. An Executive may also begin
participation in the Plan without
submitting a Deferral Election upon the date
on which a Company Contribution is made
pursuant to Section 3.5 hereof.
2.3 CESSATION OF PARTICIPATION. Active participation in the Plan
shall
end when an Executive's Employment
terminates for any reason. No contributions
to the plan shall be made with respect to
compensation paid after such
termination date. Upon termination of
Employment or discontinuance of all Salary
Deferrals, an Executive shall remain an
inactive participant in the Plan until
all of the Benefits to which he or she is
entitled thereunder have been paid in
full.
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ARTICLE III
SALARY AND BONUS DEFERRAL CONTRIBUTIONS; COMPANY CONTRIBUTIONS
3.1 SALARY DEFERRALS.
(a) As of the Executive's Entry Date through and until the time
that Executive elects otherwise in
accordance with the provisions of Sections
3.1(b) and 3.1(c), the Executive agrees to
irrevocably reduce his or her salary
by the amount (or percentage) set forth in
a Salary Deferral Election duly
executed and filed with the Company (the
"Salary Deferral Amount"), subject,
however, to the provisions of Section 3.4
below. The Salary Deferral Amount
shall not be paid to the Executive, but
shall be withheld from the Executive's
salary and an amount equal to the Salary
Deferral Amount shall be credited to
the Executive's Deferral Account.
(b) The Executive may, at any time, amend his or her Salary
Deferral Election to cease salary deferrals
pursuant to the Plan, upon written
notice to the Committee. Any such amendment
shall be in such form as the
Committee may specify and shall be
effective on the first day of the next month
following the date such amendment is made,
provided the amendment is filed prior
to such effective date in accordance with
such rules as the Committee may
establish.
(c) The Executive may amend his or her Salary Deferral Election
to
increase or decrease (other than a complete
cessation) his or her Salary
Deferral Amount. Any such amendment shall
be in writing or on such form as the
Committee may specify and shall be
effective on the first day of the next Plan
Year following the date such amendment is
made, provided the amendment is filed
prior to such date in accordance with such
rules as the Committee may establish.
(d) Except as otherwise provided in Sections 3.1(b) and 3.1(c)
above and subject to the provisions of
Sections 5.3 and 5.4, below, the
Executive's Election to reduce his or her
salary shall continue in effect until
the occurrence of a Termination Event.
(e) Any such Salary Deferral Election or amended Salary
Deferral
Election shall apply only to salary earned
after the effective date of such
Salary Deferral Election.
3.2 SALARY DEFINED. For the purpose of determining an
Executive's
Salary Deferral Amount, "salary" shall
mean, in the case of an Outside Director,
such Execut
