SEVERANCE BENEFITS AGREEMENT

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Exhibit 10.28

SEVERANCE BENEFITS AGREEMENT

This Severance Benefits Agreement (the "Agreement") is made and entered

into by and between James Hamilton (the "Executive") and 3Com Corporation

("3Com" or the "Company"), effective as of the date of the Executive's signature

below (the "Effective Date"). 3Com and the Executive shall each individually be

referred to herein as a "Party" and together as the "Parties."

WHEREAS, the Executive is currently employed by the Company as its

President, TippingPoint Division and is eligible to receive severance benefits

pursuant to the Company's Above Grade Severance Plan (as amended, the "Plan");

and

WHEREAS, the Executive's Severance Benefit Agreement dated February 3, 2006

is scheduled to terminate by its express terms on February 2, 2007; and

WHEREAS, the Company seeks to renew and reconfirm the Executive's

eligibility for severance benefits to ensure the continued dedication and

objectivity of the Executive and to provide the Executive with additional

financial security.

NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which are hereby acknowledged, the Parties agree to the terms and

conditions set forth in this Agreement.

1. Interpretation/Administration. The terms of this Agreement shall be

governed by and administered pursuant to the provisions of the Plan. To the

extent that there is any conflict between this Agreement and the terms of the

Plan, the Plan provisions shall supersede and control; provided however that,

notwithstanding the current Plan provisions or any amendments to the Plan after

the Effective Date, the terms of eligibility and the severance benefits for

which the Executive is eligible shall not be less than those set forth in this

Agreement.

2. Term of Agreement. This Agreement shall be effective as of the Effective

Date and shall terminate upon the Executive's last date of employment with the

Company (the "Termination Date").

3. Eligibility to Receive Severance Benefits. The Company shall provide the

Executive with the severance benefits described in Section 4 below upon the

Company's involuntary termination of the Executive's employment with 3Com

without Cause or the Executive's Voluntary Termination for Good Reason, as such

terms are defined under the Plan, provided that the Executive signs and does not

revoke an agreement (the "Release Agreement") including, without limitation: (i)

a release of claims against the Company, its affiliates and representatives,

(ii) a non-solicitation provision prohibiting the Executive's solicitation or

hire of any Company employee, business opportunity, client, customer, account,

distributor or vendor for a period of one (1) year following the Termination

Date, (iii) a non-competition provision prohibiting the Executive from directly

or indirectly engaging in, participating in or having a material ownership

interest in a business in competition with the Company for a period of one (1)

year following the Termination Date, and (iv) a non-disparagement provision. The

form and language of the Release Agreement shall be determined by the Company in

its sole discretion.

4. Severance Benefits. If the conditions provided in Section 3 above are

fully satisfied, the Executive will be entitled to receive the following

severance benefits:

1

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A. Severance Amounts.

1. One (1) year of the Executive's annualized base salary as of

the Termination Date, subject to all applicable taxes and withholdings, paid

through the Company's regular payroll practices for twelve (12) months, provided

that the Executive has executed and has not revoked the Release Agreement and

the Executive continues to comply with all terms and conditions of the Release

Agreement during the twelve (12) month period; and

2. A pro-rated amount of the Executive's earned incentive bonus

for the bonus period in which the Termination Date occurs, to be calculated by

multiplying the earned bonus amount (based on the Company's actual attainment of

applicable performance metrics) by a fraction, the numerator of which shall be

the number of calendar days between the beginning of the applicable bonus period

and the Termination Date and the denominator of which shall be the number of

calendar days within the applicable bonus period, payable through the Company's

regular bonus payment practices and subject to all applicable taxes and

withholdings.

B. Health, Dental & Vision Benefits. Continuation of coverage under

the Company's health, dental, and vision insurance plans ("Health Care Plans")

pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA")

at the same level of coverage as was provided to and elected by the Executive as

of the Termination Date. If the Executive timely and properly elects to continue

coverage under the Company's Health Care Plans in accordance with COBRA, the

Company shall continue to pay the Company-paid portion of the premiums for the

Executive's elected coverage under the Health Care Plans until the earlier of:

(i) one (1) year from the Termination Date, or (ii) the date upon which the

Executive becomes eligible for coverage under another employer's group health,

dental, or vision insurance plan(s). The Executive will remain obligated to pay

the unsubsidized portion of the applicable premium(s) in order to continue

Company-sponsored coverage. The Company-paid portion of any premium(s) is

subject to change at the Company's discretion. To be eligible for continuation

of coverage under the Health Care Plans, the Executive must be actively enrolled

in the applicable Health Care Plan(s) as of the Termination Date. For purposes

of Title X of COBRA, the date of the "qualifying event" for the Executive and

his covered dependents shall be the Termination Date, and each month of

Company-sponsored coverage continuation provided hereunder shall offset a month

of coverage continuation otherwise due under COBRA. Upon the expiration of the

one (1) year period, the Executive will be required to pay 102% of the premium

to continue Company-sponsored coverage. Any continuation of Company-sponsored

coverage shall be governed by COBRA and the terms and conditions of the

applicable plan documents.

C. Life Insurance. Conversion of the Executive's basic term life

insurance in effect immediately prior to the Termination Date to continue

coverage until the earlier of (i) one (1) year from the Termination Date, or

(ii) the date upon which the Executive becomes eligible for coverage under

another employer's life insurance plan.

D. Equity Compensation.

1. Six (6) months of accelerated vesting of outstanding stock

options, restricted stock, and restricted stock units issued