3COM CORPORATION [FORM STAND ALONE STOCK OPTION AGREEMENT]

EXHIBIT 10.4

3COM CORPORATION
[FORM STAND ALONE STOCK OPTION AGREEMENT]

     3Com Corporation has granted                      (the “ Participant ”) an Option to purchase certain Shares in accordance with the Participant’s offer letter dated                      (“ 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                      .

     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 any other applicable laws.

          (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) “ Change of Control ” shall have the meaning ascribed thereto (or to any similar definition such as “Change in Control”) in the Management Retention Agreement between the Company and the Participant, as amended from time to time.

          (g) “ Code ” means the U.S. Internal Revenue Code of 1986, as amended.

          (h) “ 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.

          (i) “ Common Stock ” means the common stock of the Company.

          (j) “ Company ” shall mean 3Com Corporation and any successor corporation thereto.

          (k) “ 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.

          (l) “ Date of Option Grant ” shall mean the “Date of Grant” as set forth in the Notice of Grant.

          (m) “ Director ” means a member 3Com’s Board of Directors.

          (n) “ Disability ” shall have the meaning ascribed thereto in the Management Retention Agreement between the Company and the Participant, as amended from time to time.

          (o) “ 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.

          (p) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

          (q) “ Initial Vesting Date ” shall be the date occurring one (1) year after the Date of Option Grant.

          (r) “ 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.

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

          (t) “ Number of Option Shares ” shall mean the “Total Number of Option Shares Granted” as set forth in the Notice of Grant.

          (u) “ 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.

          (v) “ Option ” means this option to purchase Shares of Common Stock granted pursuant to this Award Agreement.

          (w) “ Optioned Stock ” means the Common Stock subject to the Option.

          (x) “ Option Termination Date ” shall mean the date occurring seven (7) years after the Date of Option Grant.

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

          (z) “ Person ” shall have the meaning ascribed to such term under Sections 13(d) and 14(d) of the Exchange Act.

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

          (bb) “ Share ” means a share of the Common Stock, as adjusted in accordance with Section 10 of the Agreement.

          (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:

     Notwithstanding the foregoing, the Participant shall receive accelerated vesting with respect to all or a portion of the Participant’s then outstanding unvested portion of the Award, subject to the terms and conditions specified in the Management Retention Agreement (“ MRA ”) and the Severance Benefits Agreement (“ SBA ”), as the same may be amended from time to time, each by and between the Company and the Participant.

     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. 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(dd) 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 or her 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 vot