Exhibit 10.2
3COM CORPORATION
STAND ALONE STOCK OPTION AGREEMENT
3Com Corporation has granted Participant an Option to purchase certain
Shares in accordance with Participant's 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 September 5, 2006.
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 the applicable laws of
the Commonwealth of Massachusetts.
(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 Participant evidencing the terms and conditions of this
Award.
(e) "Board" means the Board of Directors of 3Com Corporation.
(f) "Cause" means:
(i) Participant's willful and continued failure to perform the
duties and responsibilities of his position after there has been delivered to
Participant a written demand for performance from the Board which describes in
reasonable detail the basis for the Board's belief that Participant has not
substantially performed his duties and provides 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 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 Participant;
(iii) Participant's conviction of, or plea of nolo contendere to,
a felony that the Board reasonably believes has had or will have a material
detrimental effect on the Company's reputation or business;
(iv) A breach of any fiduciary duty owed to the Company by
Participant that has a material detrimental effect on the Company's reputation
or business;
(v) Participant being found 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
Participant admits or denies liability);
(vi) 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, Participant's failure to
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waive attorney-client privilege relating to communications with Participant's
own attorney in connection with an Investigation will not constitute "Cause"; or
(vii) 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 Participant's loss of any U.S.
governmental or self-regulatory license that is reasonably necessary for
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 Participant's
employment, Participant will serve in the capacity contemplated by the
Employment Agreement to whatever extent legally permissible and, if
Participant's employment is not permissible, 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) 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 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;
(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;
(iii) Any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becoming the
"beneficial owner" (as defined in Rule 13d-3 under said Act), directly or
indirectly, of securities of the Company representing 50% or more of the total
voting power represented by the Company's then outstanding voting securities; or
(iv) A change in the composition of the Board within any twelve
(12) month period during the Employment Term (as defined in the Employment
Agreement) and pursuant to a plan in which the proponent proposes alternative
directors to the Board, and as a result of which fewer than a majority are
Incumbent Directors. "Incumbent Directors" will mean directors who either (A)
are directors of the Company as of the Effective Date hereof, 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.
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(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 Option 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 Participant's absence from his responsibilities
with the Company on a full-time basis for 120 calendar days in any consecutive
twelve (12) month period as a result of Participant's mental or physical illness
or injury.
(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) "Employment Agreement" means the employment agreement entered into
by and between Participant and the Company as of August 8, 2006.
(r) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.
(s) "Exercise Price" shall mean the "Option Price per Share" as set
forth in the Notice of Grant.
(t) "Good Reason" means the occurrence of any of the following,
without Participant's express written consent:
(i) A significant reduction of Participant's duties, position, or
responsibilities, relative to Participant's duties, position, or
responsibilities in effect immediately prior to such reduction;
(ii) A substantial reduction by the Company of the facilities and
perquisites (including office space and location) available to Participant
immediately prior to such reduction;
(iii) A material reduction 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 also is applied to substantially
all other executive officers of the Company and that reduces the level of
employee benefits by a percentage reduction that is no greater than 15%;
(iv) A reduction in Participant's Base Salary (as defined in the
Employment Agreement) or annual cash incentive 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 than 15%;
(v) The relocation of Participant to a facility or location more
than fifty (50) miles from his current place of employment; or
(vi) 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
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in the merged or surviving parent company as he had prior to the merger under
Section 1 of the Employment Agreement.
The failure of the Company's stockholders to elect or reelect Participant to the
Board will not constitute Good Reason for purposes of this Award Agreement.
(u) "In Connection with a Change of Control" means within three (3)
months prior to or twelve (12) months following a Change of Control.
(v) "Initial Vesting Date" shall be the date occurring one (1) year
after the Date of Option Grant.
(w) "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.
(x) "Notice of Grant" shall mean the "3COM CORPORATION NOTICE OF GRANT
OF STOCK OPTION". The Notice of Grant is part of this Award Agreement.
(y) "Number of Option Shares" shall mean the "Total Number of Option
Shares Granted" as set forth in the Notice of Grant.
(z) "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.
(aa) "Option" means this option to purchase Shares of Common Stock
granted pursuant to this Award Agreement.
(bb) "Optioned Stock" means the Common Stock subject to the Option.
(cc) "Option Termination Date" shall mean the date occurring seven (7)
years after the Date of Option Grant.
(dd) "Parent" means a "parent corporation," whether now or hereafter
existing, as defined in Section 424(e) of the Code.
(ee) "Service Provider" means an Employee, Director or Consultant.
(ff) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Agreement.
(gg) "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.
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(hh) "Vested Ratio" means:
Vested Ratio
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Prior to Initial Vesting Date 0
On Initial Vesting Date, for each full year of Participant's
remaining a Service Provider from the Date of Option Grant until
the Initial Vesting Date 1/4
Plus
For each subsequent full year thereafter of Participant's
remaining a Service Provider from the Initial Vesting Date 1/4
In no event shall the Vested Ratio exceed 1/1.
Notwithstanding the foregoing, in the event that Participant is terminated
without Cause or resigns for Good Reason other than in Connection with a Change
of Control, Participant shall receive twelve (12) months accelerated vesting
with respect to Participant's then outstanding unvested portion of the Award,
provided that Participant signs the separation agreement and release of claims
as set forth in Section 8(d) of the Employment Agreement.
Notwithstanding the foregoing, in the event that Participant is terminated
without Cause or resigns for Good Reason in Connection with a Change of Control,
Participant shall become fully vested in Participant's then outstanding unvested
portion of the Award, provided that Participant signs the separation agreement
and release of claims as set forth in Section 8(d) of the Employment Agreement.
2. GRANT OF OPTION. The Administrator hereby grants to Participant the
Option to purchase the number of Shares set forth in the Notices of Grant, at
the exercise price per Share set forth in the Notices of Grant, subject to the
provisions of this Award Agreement and the Notices of Grant, which are
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 3(hh) 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 Participant's investment intent with
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respect to the Shares as may be required pursuant to the provisions of this
Award Agreement. Such notice shall be signed by 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 Participant and having a fair
market value not less than the option price, which (i) either have been owned by
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. 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 Participant, the heirs of
Participant (if applicable), or, if requested in writing by Participant, in the
name of Participant and his 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 vote or receive
dividends or any other rights as a stockholder shall exist with respect to the
Optioned Stock, notwithstanding the exercise of the Option. The Company shall
issue (or cause to be issued) such Shares promptly after the Option is
exercised. No adjustment will be made for a dividend or other right for which
the record date is prior to the date the Shares are issued, except as provided
in Section 10 herein.
(f) Restriction on Grant of Option and Issuance of Shares. The grant
of the Option and the issuance of Shares pursuant to the Option shall be subject
to compliance with all Applicable Laws. The Option may not be exercised if the
issuance of Shares upon such exercise would constitute a violation of any
Applicable Laws. In addition, no Option may be exercised unless (i) a
registration statement under the Securities Act of 1933, as amended, shall at
the time of exercise of any Option be in effect with respect to the Shares
issuable upon exercise of the Option, or (ii) in the opinion of legal counsel to
the Company, the Shares issuable upon exercise of any Option may be issued in
accordance with the terms of an applicable exemption from the registration
requirements of said Act. As a condition to the exercise of any Option, the
Company may require Participant to satisfy any qualifications that may be
necessary or appropriate, to evidence compliance with any Applicable Laws and to
make any representation or warranty with respect thereto as may be requested by
the Company.
(g) Fractional Shares. The Company shall not be required to issue
fractional Shares upon the exercise of the Option.
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(h) Survival of Award Agreement Provisions. To the extent contemplated
herein, the provisions of this Award Agreement shall survive any exercise of the
Option and shall remain in full force and effect.
4. NON-TRANSFERABILITY OF THE OPTION. The Option may not be sold, pledged,
assigned, hypotencated, transferred or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of Participant, only by Participant. The terms of this Award Agreement
shall be binding upon the executors, administrators, heirs, successors and
assignees of Participant.
5. TERMINATION OF THE OPTION. The Option shall terminate and may no longer
be exercised on the first to occur of (i) the Option Termination Date as defined
above, (ii) the last date for exercising the Option following termination as a
Service Provider as described in Section 6 herein, or as otherwise set forth in
this Award Agreement.
6. TERMINATION OF PARTICIPANT'S RELATIONSHIP AS A SERVICE PROVIDER.
(a) Termination of the Option. If Participant ceases to be a Service
Provider for any reason except by reason of death or Disability, the Option, to
the extent unexercised and exercisable by Participant on the date on which
Participant ceased to be a Service Provider, may be exercised by Participant
within three (3) months after the date on which Participant's relationship as a
Service Provider terminates, but in any event no later than the Option
Termination Date. If Participant's Service Provider relationship is terminated
because of the death of Participant or Disability of Participant, the Option, to
the extent unexercised and exercisable by Participant on the date on which
Participant ceased to be a Service Provider, may be exercised by Participant (or
Participant's estate or legal representative) at any time prior to the
expiration of twelve (12) months from the date of such termination, but in any
event no later than the Option Termination Date. Participant's Service Provider
relationship shall be deemed to have terminated on account of death if
Participant dies within three (3) months after Participant's termination of the
Service Provider relationship.
(b) Extension of Option Exercise Period. Notwithstanding the above, in
the event that Participant's employment is terminated by the Company without
Cause or by Participant for Good Reason (regardless of whether such termination
is in Connection with a Change of Control), the Option, to the extent
unexercised and exercisable by Participant on the date of Participant's
termination, may be exercised by Participant until the earlier of (i) 165
calendar days after the Participant's date of termination or (ii) the Option
Termination Date, provided that Participant signs the separation agreement and
release of claims as set forth in Section 8(d) of the Employment Agreement.
(c) Change in Status. Notwithstanding the above, in the event of
Participant's change in status from Consultant, Employee or Director to
Employee, Consultant or Director (e.g., an Employee becoming a Consultant),
Participant's's status as a Service Provider shall continue notwithstanding the
change in status.
(d) Exercise Prevented by Applicable Laws. Except as provided in this
Section 6, the Option shall terminate and may not be exercised after
Participant's Service Provider relationship terminates unless the exercise of
the Option in accordance with this Section 6 would constitute a violation of any
Applicable Laws. If the exercise of the Option is so prevented, the Option shall
remain exercisable until three (3) months after the date Participant is notified
by the Company or its Parent or Subsidiary for
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whom Participant provides service that the Option is exercisable but in no event
later than the Option Termination Date.
7. LEAVES OF ABSENCE. Unless the Administrator provides otherwise or as
otherwise required by Applicable Laws, the Option shall cease to vest on the
91st day of any unpaid leave of absence and shall only recommence upon
Participant's return to active service.
8. RIGHTS AS A SHAREHOLDER OR EMPLOYEE. Participant shall have no rights as
a stockholder with respect to any Shares until the date of the issuance of a
certificate or certificates for the Shares for which the Option has been
exercised. No adjustment shall be made for dividends or distributions or other
rights for which the record date is prior to the date such stock certificate or
certificates are issued.
9. NO GUARANTEE OF CONTINUED SERVICE. PARTICIPANT ACKNOWLEDGES AND AGREES
THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED
ONLY BY CONTINUING AS AN EMPLOYEE OR OTHER SERVICE PROVIDER AT THE WILL OF THE
COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THE OPTION OR
ACQUIRING SHARES HEREUNDER). PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT
THIS AWARD AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING
SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF
CONTINUED ENGAGEMENT AS AN EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTING
PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH
PARTICIPANT'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE PARTICIPANT'S
RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER OF THE COMPANY AT ANY
TIME, WITH OR WITHOUT CAUSE OR NOTICE.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION OR
CHANGE OF CONTROL.
(a) Changes in Capitalization. Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Award, as well as the price per share of Common Stock covered
by each such outstanding Award, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the
Administrator, whose determination in that respect shall be final, binding and
conclusive. Except as expressly provided herein, no issuance by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to an Award.
(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify
Participant as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for Participant to
have the right to exercise his Award until ten (10) days prior to such
transaction as to all of the stock covered thereby, including Shares as to which
the Award would not otherwise be vested or exercisable.
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(c) Change of Control. In the event of a Change of Control, each
outstanding Option shall be assumed or an equivalent option substituted by the
successor corporation or a Parent or subsidiary of the successor corporation. In
the event that the successor corporation refuses to assume or substitute for the
Option, Participant shall fully vest in and have the right to exercise the
Option as to all of the Optioned Stock, including Shares as to which it would
not otherwise be vested or exercisable. If the Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a Change of
Control, the Administrator shall notify Participant in writing or electronically
that the Option shall be fully vested and exercisable for a period of fifteen
(15) days from the date of such notice, and the Option shall terminate upon the
expiration of such period. For the purposes of this paragraph, an Option shall
be considered assumed if, following the Change of Control, the Option confers
the right to purchase or receive, for each Share of Optioned Stock subject to
the Option immediately prior to the Change of Control, the consideration
(whether stock, cash, or other securities or property) received in the Change of
Control by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares);
provided, however, that if such consideration received in the Change of Control
is not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation, provide for
the consideration to be received upon the exercise of any Option, for each Share
of Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Change of Control.
11. CONDITIONS UPON ISSUANCE OF SHARES.
(a) Legal Compliance. Shares shall not be issued pursuant to the
exercise or vesting of an Award unless the exercise or vesting of such Award and
the issuance and delivery of such Shares shall comply with Applicable Laws and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.
(b) Investment Representations. As a condition to the exercise of an
Award, the Company may require Participant or any authorized person exercising
such Award to represent and warrant at the time of any such exercise that the
Shares are being purchased only for investment and without any present intention
to sell or distribute such Shares if, in the opinion of counsel for the Company,
such a representation is required.
(c) Inability to Obtain Authority. The inability of the Company to
obtain authority from any regulatory body having jurisdiction, which authority
is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.
12. LEGENDS. The Company may at any time place legends referencing any
applicable federal and/or state securities restrictions on all certificates
representing shares of stock subject to the provisions of this Award Agreement.
Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing Shares acquired pursuant to the
Option in the possession of Participant in order to effectuate the provisions of
this Section 12.
13. BINDING EFFECT. This Award Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.
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14. AMENDMENT OR TERMINATION. The Administrator may at any time amend,
alter, suspend or terminate the Agreement; provided, however, that no such
amendment, alteration, suspension or termination may adversely affect the Option
or any unexercised portion hereof without the written consent of Participant.
Termination of the Agreement shall not affect the Administrator's ability to
exercise the powers granted to it hereunder with respect to Awards granted under
the Agreement prior to the date of such termination.
15. ENTIRE AGREEMENT; APPLICABLE LAW. This Award Agreement, along with
Participant's Employment Agreement, constitutes the entire agreement of the
parties with respect to the subject matter hereof and supersedes in their
entirety all prior undertakings and agreements of the Company and Participant
with respect to the subject matter hereof. To the extent that this Award
Agreement sets forth terms and conditions that are less beneficial to the
Particpant than the Employment Agreement, the terms of the Employment Agreement
shall prevail. This Award Agreement shall be construed in accordance with, and
all disputes hereunder shall be governed by, the laws of the Commonwealth of
Massachusetts without regard to its conflict of laws rules. Any dispute relating
to the terms of this Award Agreement shall be resolved in accordance with
Section 16 of the Employment Agreement.
16. NOTICES. Any notice to be given to the Company hereunder shall be in
writing and shall be addressed to the Company at its then current principal
executive office or to such other address as the Company may hereafter designate
to Participant by notice as provided in Section 14 of the Employment Agreement.
Any notice to be given to Participant hereunder shall be addressed to
Participant at the last address known to the Company, or at such other address
as Participant may hereafter designate to the Company by notice as provided in
Section 14 of the Employment Agreement. A notice shall be deemed to have been
duly given when personally delivered or mailed by registered or certified mail
to the party entitled to receive it.
PARTICIPANT 3COM CORPORATION
/s/ XXXXX XXXXX /S/ XXXX X. XXXXXXX
------------------------------------- ----------------------------------------
Xxxxx Xxxxx Xxxx X. Xxxxxxx
Senior Vice President Management
Services, General Counsel & Secretary
9/5/06 9/5/06
Date Date
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