3COM CORPORATION 2005 DEFERRED COMPENSATION PLAN

Exhibit 10.6

3COM CORPORATION

2005 DEFERRED COMPENSATION PLAN

(Amended and Restated Effective as of January 1, 2009)

3COM CORPORATION
2005 DEFERRED COMPENSATION PLAN
(Amended and Restated Effective as of January 1, 2009)

Table of Contents

3COM CORPORATION
2005 DEFERRED COMPENSATION PLAN
Amended and Restated Effective as of January 1, 2009

ARTICLE I
INTRODUCTION

     3Com Corporation, a Delaware Corporation (the “Company”), established the 3Com Corporation Deferred Compensation Plan (the “Plan”), originally effective as of August 1, 1995 (the “1995 Plan”). The 1995 Plan was amended and restated, effective July 15, 2003. The Company froze the 1995 Plan (hereinafter the “Frozen Plan”), effective December 31, 2004.

     Effective January 1, 2005, the Company adopted the 2005 3Com Corporation Deferred Compensation Plan (the “Plan”) to (a) provide eligible Executives with supplemental retirement benefits in consideration of services rendered to the Company and as an inducement for their continued services in the future; and (b) comply with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Company operated the Plan in good faith compliance with Code Section 409A and guidance issued thereunder during the transition period from January 1, 2005 to December 31, 2008 and hereby amends and restates the Plan effective as of January 1, 2009, or such earlier date as required to comply with Code Section 409A and guidance issued thereunder.

ARTICLE II
DEFINITIONS

      Section 2.1 “ Administrator ” means the Company, or such other person or entity appointed to administer the Plan pursuant to Article VIII.

      Section 2.2 “ Beneficiary ” means the persons, trust or other entity designated by the Executive to receive benefits that may become payable hereunder upon his or her death pursuant to Section 6.5 of the Plan.

      Section 2.3 “ Board of Directors ” or “ Board ” means the Board of Directors of 3Com Corporation.

      Section 2.4 “ Code ” means the Internal Revenue Code of 1986, as amended.

      Section 2.5 “ Committee ” means the Compensation Committee of the Board, or such other committee appointed by the Board.

      Section 2.6 “ Company ” means 3Com Corporation, a Delaware corporation, and any present or future parent corporation or subsidiary corporation (as defined in Sections 424(e) and 424(f) of the Code) of 3Com Corporation which the Board determines should be included in the Plan.

      Section 2.7 “ Company Contribution ” means a contribution made on behalf of an Executive by the Company as specified in Section 4.2 of the Plan.

      Section 2.8 “ Deferral Account ” means the bookkeeping account established to record an Executive’s interest in the Plan attributable to Salary Deferrals and Company Contributions as provided in Article IV.

      Section 2.9 “ Disability ” means the Executive is (a) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan of the Company that then covers the Executive.

      Section 2.10 “ Early Benefit Distribution ” means the date elected by an Executive in his or her initial Salary Deferral Election Form for the early distribution of his or her Salary Deferral, as provided in Section 6.2 of the Plan.

      Section 2.11 “ Effective Date ” means January 1, 2005.

      Section 2.12 “ Executive ” means any executive employee, including any Outside Director, who (a) is on the Company’s United States payroll; (b) is a member of a select group of management or highly compensated employees of the Company; (c) has been designated by the Administrator as eligible to participate in the Plan; and (d) has elected to participate in the Plan by executing a Salary Deferral Election Form or who receives a Company Contribution pursuant to Section 4.2 of the Plan.

      Section 2.13 “ Outside Director ” means a director who serves as a member of the Board and who is not otherwise employed by the Company.

      Section 2.14 “ Plan ” means the 2005 3Com Corporation Deferred Compensation Plan, effective as of January 1, 2005, as it may be amended from time to time.

      Section 2.15 “ Plan Year ” means the calendar year.

      Section 2.16 “ Salary ” means, for an Outside Director, such Executive’s annual retainer and meeting fees. For all other Executives, “Salary” shall mean base salary, commissions and the annual bonus, if any, paid to the Executive. Salary shall not include any equity compensation paid to an Executive.

      Section 2.17 “ Salary Deferral ” means the amount of Salary an Executive elects to defer pursuant to Article IV that, but for such election, would have otherwise been paid to the Executive.

      Section 2.18 “ Salary Deferral Election ” means the Executive’s election to defer an amount or percentage of his or her Salary pursuant to Article IV.

      Section 2.19 “ Salary Deferral Election Form ” means the form that an Executive must complete and return to the Administrator, in accordance with the rules and procedures as may be established by the Administrator, in order to elect to defer a portion of his or her Salary under the Plan.

      Section 2.20 “ Separation from Service ” means the Executive’s termination of employment with the Company for any reason or as otherwise provided by the Department of Treasury in regulations promulgated under Section 409A of the Code. Notwithstanding the foregoing, the change of status of an Outside Director to that of an employee of the Company shall not be considered a Separation from Service.

      Section 2.21 “ Trust ” means the legal entity created by the Trust Agreement.

      Section 2.22 “ Trust Agreement ” means the trust agreement entered into between the Company and the Trustee, as it may be amended from time to time.

      Section 2.23 “ Trustee ” means the original trustee named in the Trust Agreement for the Plan and any duly appointed successor thereto.

      Section 2.24 “ Unforeseeable Emergency ” means a severe financial hardship to the Executive resulting from an illness or accident of the Executive, the Executive’s spouse or a dependent (as defined in Section 152(a) of the Code), loss of the Executive’s property due to casualty or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Executive. Any distributions made on account of an Unforeseeable Emergency shall be made pursuant to Section 6.6.

      Section 2.25 “ Valuation Date ” means the first day of each calendar month, or such other valuation date or dates as the Administrator may from time to time establish.

ARTICLE III
ELIGIBILITY AND PARTICIPATION

      Section 3.1 Eligibility . An Executive may become a participant upon his or her designation as an Executive eligible for participation in the Plan by the Administrator. The Administrator shall notify those Executives of their eligibility to participate in the Plan each Plan Year. The Administrator shall have the sole discretion to determine eligibility pursuant to the Plan. An Executive’s eligibility to participate in the Plan for a Plan Year shall not guarantee his or her eligibility to participate in the Plan for any subsequent Plan Years.

      Section 3.2 Participation .

     (a) An eligible Executive may elect to participate in the Plan for any Plan Year by delivering to the Administrator a properly executed Salary Deferral Election Form at the time and in the form provided by the Administrator, pursuant to which the Executive shall elect to defer receipt of a specified portion of his or her Salary that would otherwise be payable to him or her for the Plan Year, as described in Article IV of the Plan. The Salary Deferral Election Form shall clearly specify the time and form of payment. Salary Deferral Elections shall be completed and filed during the enrollment period established by the Administrator, provided such

enrollment period is completed before the beginning of the Plan Year commencing January 1, 2005 and before the beginning of each Plan Year thereafter. Each properly completed and timely submitted Salary Deferral Election Form shall be irrevocable on the first day of the next following Plan Year to which the deferral election relates.

     (b) An Executive may also begin participating in the Plan without submitting a Salary Deferral Election Form upon the date on which a Company Contribution, if any, is made on his or her behalf pursuant to Section 4.2 of the Plan.

      Section 3.3 Beneficiary Designations . Each Executive shall designate a Beneficiary when completing the initial Salary Deferral Election Form. An Executive may designate a Beneficiary or Beneficiaries, including contingent Beneficiaries. An Executive may revoke any Beneficiary designation and/or designate a new Beneficiary at any time. The last Beneficiary designation on file shall control. If there is no Beneficiary designation in force when Plan benefits become payable upon the Executive’s death, payment shall be made to the Executive’s estate.

      Section 3.4 Cessation of Participation .

     (a) An Executive shall cease to be eligible for further Salary Deferrals effective as of the first day of next succeeding Plan Year upon notification by the Administrator that he or she is no longer eligible to participate in the Plan. Such Executive shall remain an inactive participant in the Plan until his or her Deferral Account has been paid in full in accordance with Article VI.

     (b) An Executive shall cease to be an active participant in the Plan effective as of the end of the Plan Year in which he or she experiences a Separation from Service or death. Upon a participant’s Disability or in the event a participant receives a distribution due to an Unforeseeable Emergency pursuant to Section 6.6, his or her Salary Deferral Election shall be cancelled for the remainder of the Plan Year. No discretionary Company Contributions shall be made to the Plan after an Executive’s Separation from Service, death or Disability. Upon discontinuance of all Salary Deferrals, an Executive shall remain an inactive participant in the Plan until his or her Deferral Account has been paid in full in accordance with Article VI.

ARTICLE IV
DEFERRALS AND CONTRIBUTIONS

      Section 4.1 Deferred Amounts .

     (a) An Executive may elect to defer receipt of a portion of his or her Salary for a Plan Year by delivering a properly executed Salary Deferral Election Form to the Administrator within the time specified in Section 3.2. The Salary Deferral Election Form shall designate the amount or percentage of Salary that is to be deferred, subject to the limitations in paragraph (b) below. A Salary Deferral Election shall apply only to Salary earned in the Plan Year following the Plan Year in which such Salary Deferral Election is made. Salary Deferral Elections shall be irrevocable once effective.

     (b) The Executive’s Salary eligible for deferral shall be reduced by the amounts, if any, that may be necessary to:

     (c) Except as provided in Section 6.6 of the Plan, Salary Deferrals shall not be withdrawn by the Executive and shall be paid only in accordance with the terms of the Plan.

      Section 4.2 Company Contributions . The Company may, in its sole discretion, make a Company Contribution on behalf of an Executive to his or her Deferral Account. The Company shall provide the Executive with vesting and distribution conditions at the time the Company Contribution is made to the Executive’s Deferral Account, which vesting and distribution conditions shall comply with Section 409A of the Code and any regulations issued thereunder by the Department of Treasury. To the extent such Company Contributions are forfeited, corresponding debits shall be made to the Executive’s Deferral Account, including any earnings on such forfeited amounts. To the extent such Company Contributions vest, or otherwise become subject to employment taxes, a debit equal to the amount of any related employee-side employment taxes remitted by the Company shall be made to the Executive’s Deferral Account.

ARTICLE V
INVESTMENT OF DEFERRALS

      Section 5.1 Deferral Account . The Administrator shall establish a Deferral Account for each Executive, reflecting Salary Deferrals and Company Contributions made for the Executive’s benefit, together with any adjustments for income, gain or loss attributable thereto under Section 5.2, and any payments from the Deferral Account. The Administrator may establish such additional accounts or sub-accounts as it deems necessary or advisable.

      Section 5.2 Investment of Deferral Account .

     (a) An Executive’s Defer