3COM CORPORATION
STAND ALONE STOCK OPTION AGREEMENT
3Com Corporation
has granted Eileen Nelson (the “ Participant ”)
an Option to purchase certain Shares in accordance with the
Participant’s offer letter dated May 20, 2008 —
Revised (“ 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 June 3, 2008.
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 effective as of May 20, 2008, 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 effective as of May 20, 2008, 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
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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:
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Vested Ratio
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Prior to Initial Vesting Date
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0
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On Initial Vesting Date, for each full year of
the Participant’s remaining a Service Provider from the Date
of Option Grant until the Initial Vesting Date
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1/4
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For each subsequent full year thereafter of the
Participant’s remaining a Service Provider from the Initial
Vesting Date
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1/4
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In no event shall the Vested Ratio exceed
1/1.
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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 effective
May 20, 2008.
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
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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
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