3COM CORPORATION 2003 STOCK PLAN, AS AMENDED FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT

Exhibit 10.1

3COM CORPORATION
2003 STOCK PLAN, AS AMENDED
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT
GRANT AWARD AGREEMENT

     THIS PERFORMANCE-BASED RESTRICTED STOCK UNIT GRANT AWARD AGREEMENT is made on << date >>, (the “Grant Date”), by and between 3Com Corporation (the “Company”), and << recipient >> (the “Participant”).

     The Company desires to issue and the Participant desires to acquire Restricted Stock Units as herein described, pursuant to the Company’s 2003 Stock Plan, as amended (the “Plan”), on the terms and conditions set forth in this Performance-Based Restricted Stock Unit Grant Award Agreement, including any country-specific terms and conditions set forth in any addendum hereto (collectively, the “Award Agreement”), and the Plan, the terms and conditions of which are incorporated herein by reference. Unless otherwise defined herein, capitalized terms shall have the meaning given to them in the Plan.

     IT IS AGREED between the parties as follows:

     1.  Issuance of Restricted Stock Units . On the Grant Date, the Company shall issue to the Participant, subject to the provisions hereof and the Plan, << insert number >> Restricted Stock Units (the “RSUs”). Each RSU shall be the equivalent of one share of Common Stock. No Shares shall be issued upon execution of this Award Agreement. Unless and until the RSUs have been earned and vested in accordance with this Award Agreement, the Participant shall have no right to receive any Shares.

     2.  Administration . All questions of interpretation concerning this Award Agreement shall be determined by the Administrator in its sole discretion. All determinations by the Administrator shall be final and binding upon all persons having an interest in this Award Agreement.

     3.  Earning, Vesting, and Conversion of RSUs .

          (a) Earning and Vesting . Subject to the terms and conditions of this Award Agreement and the Plan, the total number of Earned RSUs, as that term is defined in Exhibit A hereto, shall vest in accordance with the vesting schedule set forth in Exhibit A. The RSUs that become earned and vested, as provided herein, shall be converted into an equivalent number of Shares of Common Stock that will be distributed to the Participant upon vesting. In the event that any vesting occurs on a weekend, holiday or other non-trading day on the applicable NASDAQ market, the applicable RSUs shall become vested on the first trading day thereafter.

          (b) Issuance of Common Stock . Upon vesting of the Earned RSUs, except as set forth in this Award Agreement or the Plan, the Company shall issue one or more certificates registered in the name of the Participant for the appropriate number of Shares or use other appropriate means of distributing the vested Shares of Common Stock, at its discretion, free of any restrictions on transferability or forfeiture except for restrictions required by applicable laws and/or regulations. Such Shares will be issued to the Participant as soon as practicable after the vesting of the RSUs, but in any event, within the period ending on the later to occur of the date that is 2 ¹ / 2 months from the end of (i) the Participant’s tax year that includes the applicable

vesting date, or (ii) the Company’s tax year that includes the applicable vesting date (which payment schedule is intended to comply with the “short-term deferral” exemption from the application of Section 409A of the U.S. Internal Revenue Code (“Section 409A”). As a condition to the issuance and delivery of the Shares, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, in the Company’s sole discretion, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

     4.  Rights as a Stockholder . The Participant shall have no rights as a stockholder with respect to the Shares until such time the Shares are issued to the Participant. Except as provided in Section 14(a) of the Plan, no adjustment shall be made for dividends or distributions or other rights for which the record date is prior to the date such Shares are issued.

     5.  No Right of Continued Employment . The Participant understands and agrees that neither the award of the RSUs nor any provision of the Plan or this Award Agreement shall confer upon the Participant any right to continue as a Service Provider or interfere in any way with the right of the Company, the Participant’s actual employer (the “Employer”) or the Participant to terminate the Participant’s Service Provider relationship at any time.

     6.  Termination of Award Agreement . In the event that the Participant’s Service Provider relationship with the Company or the Employer is terminated for any reason, with or without cause, the Participant’s rights under this Award Agreement or the Plan in any unvested RSUs shall immediately and irrevocably terminate and the Participant shall immediately and irrevocably forfeit all RSUs that are unvested as of the date of termination of the Participant’s active status as a Service Provider. Further, if the Participant’s Service Provider relationship with the Company or the Employer is terminated (whether or not in breach of any applicable law), the Participant’s right to receive RSUs and vest under the Plan, if any, will terminate effective as of the date that the Participant is no longer actively providing service and will not be extended by any notice period mandated under applicable law ( e.g ., active service would not include a period of “garden leave” or similar period pursuant to any applicable local law); the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively providing service for purposes of the Plan and the RSUs granted pursuant to this Award Agreement.

     7.  Withholding . Regardless of any action the Company or the Employer takes with respect to any and all income tax (including U.S. federal, state or local taxes or non-U.S. taxes), social insurance contributions, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount actually withheld by the Company and/or the Employer. The Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of RSUs, the issuance of Shares upon vesting, the subsequent sale of any Shares acquired at vesting and/or the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or to achieve any particular tax result. Furthermore, if the Participant has become subject to tax in more than one jurisdiction between the Grant Date and the date of any relevant taxable event, the Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

     Prior to any relevant taxable or tax withholding event, as applicable, the Participant will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, the Participant authorizes the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligation with respect to all Tax-Related Items by one or a combination of the following: (a) withholding from the Participant’s wages or other cash compensation paid by the Company and/or the Employer; or (b) withholding from proceeds of the sale of Shares acquired upon vesting of the RSUs, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or (c) withholding in Shares to be issued upon vesting of the RSUs.

     To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, the Participant is deemed, for tax purposes, to have been issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of paying the Tax-Related Items due as a result of any aspect of the Participant’s participation in the Plan.

     Finally, the Participant shall pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of the Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver