3COM CORPORATION STAND ALONE RESTRICTED STOCK AGREEMENT

Exhibit 10.33

3COM CORPORATION
STAND ALONE RESTRICTED STOCK AGREEMENT

     3Com Corporation has granted Ronald A. Sege (the “Participant”), Restricted Stock shares in accordance with the Participant’s Employment Agreement dated April 29, 2008 (“ Employment Agreement ”), subject to the following terms and conditions as set forth in this Award Agreement. The “Effective Date” of this Award Agreement shall be May 6, 2008.

     1.  Definitions; Vesting and Reacquisition Rights . 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 restricted stock 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 Restricted Stock under this Award Agreement and Notice of Grant of Restricted Stock.

          (d) “ Award Agreement ” means this Stand Alone Restricted Stock 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) “ Cause ” means:

               (i) The Participant’s willful and continued failure to perform the duties and responsibilities of his position after there has been delivered to the Participant a written demand for performance from the Board which describes in reasonable detail the basis for the Board’s belief that the Participant has not substantially performed his duties and provides the Participant the opportunity to present to the Board his good faith reasons for not so performing and, if the Board does not agree with such reasons, with thirty (30) days to take corrective action;

               (ii) Any act of personal dishonesty taken by the Participant in connection with his responsibilities as an employee of the Company with the intention or reasonable expectation that such action may result in the substantial personal enrichment of the Participant;

               (iii) The Participant’s conviction of, or plea of nolo contendere to, a felony;

               (iv) A breach of any fiduciary duty owed to the Company by the Participant;

               (v) The Participant being found individually liable in any Securities and Exchange Commission or other civil or criminal securities law action or entering any cease and desist order with respect to such action (regardless of whether or not the Participant admits or denies liability);

               (vi) The Participant (A) obstructing or impeding; (B) endeavoring to influence, obstruct or impede, or (C) failing to materially cooperate with, any investigation authorized by the Board or any governmental or self-regulatory entity (an “ Investigation ”). However, the Participant’s

failure to waive attorney-client privilege relating to communications with the Participant’s own attorney in connection with an Investigation will not constitute “Cause”; or

               (vii) The Participant’s disqualification or bar by any U.S. governmental or self-regulatory authority from serving in the capacity contemplated by the Employment Agreement or the Participant’s loss of any U.S. governmental or self-regulatory license that is reasonably necessary for the Participant to perform his responsibilities to the Company under the Employment Agreement, if (A) the disqualification, bar or loss continues for more than thirty (30) days, and (B) during that period the Company uses its good faith efforts to cause the disqualification or bar to be lifted or the license replaced. While any disqualification, bar or loss continues during the Participant’s employment, the Participant will serve in the capacity contemplated by the Employment Agreement to whatever extent legally permissible and, if the Participant’s employment is not permissible, the Participant will be placed on leave (which will be paid to the extent legally permissible).

          (g) “ Change in Control ” means the occurrence of any of the following events:

                    (i) Any Person becoming the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; or

                    (ii) The approval by the stockholders of the Company, or if stockholder approval is not required, approval by the Board, of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; or

                    (iii) The consummation by the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or

                    (iv) A change in the composition of the Board within any twelve (12) month period during the Term (as defined in the Employment Agreement) and pursuant to a plan in which the proponent proposes alternative directors to the Board, as a result of which fewer than a majority are Incumbent Directors. “ Incumbent Directors ” shall mean directors who either (A) are directors of the Company as of the date of the Employment Agreement, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) of this Section 1(g) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

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

          (i) “ 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.

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

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

          (l) “ 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.

          (m) “ Date of Restricted Stock Grant ” shall mean the “Date of Grant” as set forth in the Notice of Grant.

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

          (o) “ Disability ” means the Participant’s inability to substantially perform his duties under the Employment Agreement as a result of incapacity by reason of any medically determinable physical or mental impairment that can be expected to result in death or to last for a period of twelve months.

          (p) “ 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.

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

          (r) “ Good Reason ” means the occurrence of any of the following, without the Participant’s express written consent; provided however, that Participant must provide the Company notice of Good Reason within 30 days of the initial existence of one of the above conditions, upon which notice Company shall then have 30 days in which to remedy the condition, under which circumstances Company shall not be required to pay any amounts specified in Section 8 of the Employment Agreement:

               (i) A material diminution in Participant’s authority, duties or responsibilities in effect immediately prior to such reduction;

               (ii) A material diminution in Participant’s Base Salary or Target Annual Incentive (as such terms are defined in the Employment Agreement) as in effect immediately prior to such reduction other than pursuant to a reduction that also is applied to substantially all other executive officers of the Company and which reduction reduces the Base Salary and/or annual cash incentive by a percentage reduction that is no greater 15%;

               (iii) A material diminution in the kind or level of employee benefits to which Participant is entitled immediately prior to such reduction with the result that Participant’s overall benefits package is significantly reduced other than pursuant to a reduction that is also applied to substantially all other executive officers of the Company that reduces the level of employee benefits by a percentage reduction that is no greater that 15%;

               (iv) The relocation of Participant to a facility or location outside the United States;

               (v) The failure of the Company to obtain the assumption of the Employment Agreement by a successor and an agreement that Participant will retain the same role and responsibilities in the merged or surviving parent company as he had prior to the merger under Section 1 of the Employment Agreement or, if more favorable, the same role and responsibilities that Participant had immediately prior to the merger; or

               (vi) The failure of the Company to appoint Participant as its Chief Executive Officer by April 30, 2011, or the appointment of another as Chief Executive Officer after the Effective Date (as such term is defined in the Employment Agreement).

          (s) “ In Connection with a Change of Control ” means within three (3) months prior to or twelve (12) months following a Change of Control.

          (t) “ Initial Vesting Date ” shall be the date occurring one (1) year after the Date of Restricted Stock Grant.

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

          (v) “ Number of Restricted Stock ” shall mean the “Total Number of Restricted Stock Granted” as set forth in the Notice of Grant.

          (w) Intentionally Omitted.

          (x) “ 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.

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

          (z) “ Restricted Stock ” means shares of Common Stock or units/rights to acquire shares of Common Stock granted pursuant to this Agreement that are subject to vesting, as adjusted in accordance with this Agreement.

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

          (bb) Intentionally omitted.

          (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.

           Vesting, Restrictions on Unvested Shares and Unvested Share Reacquisition Right .

           Vesting . Subject to the terms and conditions of this Award Agreement, and provided that the Participant remains a Service Provider through each vesting date, the Restricted Stock shall become “ Vested Shares ” for purposes of this Award Agreement in three (3) equal, annual installments, commencing on the Initial Vesting Date. Until the shares of Restricted Stock vest and become Vested Shares, which unvested shares shall be called Unvested Shares (as defined below), neither the Unvested Shares, nor any right with respect to the Unvested Shares of Restricted Stock under this Agreement, may be sold, assigned, transferred, pledged, hypothecated (by operation of law or otherwise) or otherwise conveyed or encumbered and shall not be subject to execution, attachment or similar process. Any attempted sale, assignment, transfer, pledge, hypothecation or other conveyance or encumbrance shall be void and unenforceable against the Company or any affiliate of the Company. Upon becoming Vested Shares, such restrictions shall lapse. A legend or legends may be affixed to share certificates representing the Restricted Stock evidencing these restrictions.

          Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is not in Connection with a Change of Control, then Participant will receive twelve (12) months accelerated vesting with respect to Participant’s then outstanding unvested portion of the Award, at which time such

additionally vested shares shall become Vested Shares, provided that Participant signs the separation agreement and release of claims as set forth in Section 8(d) of the Employment Agreement and otherwise complies with such section.

     Notwithstanding the foregoing, in the event that Participant’s employment is terminated by the Company without Cause or if Participant resigns for Good Reason, and such termination is in Connection with a Change of Control, then Participant will become fully vested in Participant’s then outstanding unvested portion of the Award, at which time such additionally vested shares shall become Vested Shares, provided that Participant signs the separation agree