3COM CORPORATION 2003 STOCK PLAN FORM OF RESTRICTED STOCK AGREEMENT

3COM CORPORATION

2003 STOCK PLAN

FORM OF RESTRICTED STOCK AGREEMENT

(TIME-BASED VESTING)

THIS STOCK GRANT AGREEMENT (the “Award Agreement”) is made on <<date>> , by and between 3Com Corporation (the “Company”), and <<recipient>> (the “Participant”).

The Company desires to issue and the Participant desires to acquire shares of the Common Stock as herein described, pursuant to the Company’s 2003 Stock Plan, as amended (the “Plan”), on the terms and conditions set forth in this 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.

1.          Issuance of Shares . On the effective date of this Award Agreement as set forth above (the “Grant Date”), the Company shall issue to Participant, subject to the provisions hereof and the Plan, << insert number>> shares of Common Stock (the “Shares”) in consideration for the Participant’s past service with the Company.

No Shares shall be issued pursuant to this Award Agreement if the issuance and delivery of such Shares would constitute a violation of any applicable federal or state securities law or other law or regulation, or would fail to satisfy the requirements of any stock exchange upon which the Shares may then be listed. 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, 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.

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

(a)        Vesting . Provided the Participant remains a Service Provider through each vesting date, the Shares shall become “Vested Shares” for purposes of this Award Agreement in [_________] equal [________] installments, commencing on the [_________] anniversary of the Grant Date.

(b)        Unvested Share Reacquisition Right . In the event the Participant’s Service Provider relationship with the Company is terminated for any reason, with or without cause, the Company shall automatically reacquire Shares that are not then Vested Shares (the “Unvested Shares”) and the Participant shall not be entitled to any payment therefore (the “Unvested Share Reacquisition Right”).

4.           Legends . The Company may at any time place legends referencing the Unvested Share Reacquisition Right set forth in Section 3 above and any applicable federal and/or state securities law restrictions on all certificates representing Shares subject to the provisions of this Award Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing Shares acquired under this Award Agreement in the possession of the participant in order to carry out the provisions of this Section 4. Unless otherwise specified by the Company, legends placed on such certificates may include, but shall not be limited to, the following:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS SET FORTH IN THIS AWARD AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED HOLDER, OR SUCH HOLDER’S PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION.”

(a)        Establishment of Escrow . To insure that the Shares subject to the Unvested Share Reacquisition Right will be available for reacquisition, the Company may require the Participant to deposit the certificate or certificates evidencing the Unvested Shares with an escrow agent designated by the Company under the terms and conditions of an escrow agreement approved by the Company. If the Company does not require such deposit as a condition of the issuance of Shares to the Participant, the Company reserves the right at any time to require the Participant to so deposit the Unvested Share certificate or certificates in escrow. The Company shall bear the expenses of the escrow.

(b)        Delivery of Shares to Participant . As soon as practicable after the expiration of the Unvested Share Reacquisition Right, the escrow agent shall deliver to the Participant the Shares no longer subject to such restriction.

6.          Transfers in Violation of Award Agreement . The Company shall not be required (a) to transfer on its books any Shares which are sold or transferred in violation of any of the provisions set forth in this Award Agreement, or (b) to treat as the owner of the Shares or to accord the right to vote as such owner or to pay dividends to any transferee to whom the Shares shall have been so transferred.

7.          Rights as a Stockholder or Employee . The Participant shall have no rights as a stockholder with respect to the Shares until such time the Shares are issued to the Participant in the form of a certificate or certificates for the Shares. 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 certificate or certificates are issued. Nothing in the Plan or in this Award Agreement shall confer upon the Participant any right to continue as a Service Provider, alter the Participant’s at-wi