3COM CORPORATION FORM OF SECOND AMENDMENT TO MANAGEMENT RETENTION AGREEMENT

Exhibit 10.14

3COM CORPORATION

FORM OF SECOND AMENDMENT TO MANAGEMENT RETENTION
AGREEMENT

     This AMENDMENT is made and entered into pursuant to the MANAGEMENT RETENTION AGREEMENT of [               ] and the First Amendment thereto of [               ] (“First Amendment” and collectively the “Agreement”) by and between 3Com Corporation (the “Company”) and [               ] (“Executive”). Unless otherwise indicated, capitalized terms herein shall have the definitions applied to said terms in the First Amendment.

      WHEREAS , the Company desires to further amend the Agreement to address a drafting error in the First Amendment concerning the payment of the pro-rated bonus to which the Executive may be eligible under the terms of the Agreement.

      NOW, THEREFORE, it is hereby agreed that the Agreement is further amended in the following respects, effective as of the date hereof:

     “(ii) Pro-Rated Bonus Payment . A pro-rated amount of the Executive’s earned incentive bonus for the