On February 3, 2006, 3Com Corporation (the “Company”) and its Senior Vice President and President, TippingPoint Division, James Hamilton, entered into a Severance Benefits Agreement (the “Agreement”) with an effective date of January 31, 2006. Pursuant to the Agreement, Mr. Hamilton is granted certain severance benefits if he elects to terminate his employment with the Company between November 2, 2006 and February 2, 2007. The severance benefits consist of a lump-sum payment equal to six months of his base salary and one-half of his annualized target bonus, as well as continuation of certain benefits for a period of six months from termination. Mr. Hamilton would also receive six months of accelerated vesting of outstanding time-based equity and accelerated vesting of 12.5% of outstanding equity not subject to time-based vesting (other than cliff-vesting), such as Performance Accelerated Vesting Restricted Stock.

The Agreement also provides for the reduction of the duration from twelve to six months of certain restrictive covenants under other terms of Mr. Hamilton’s employment should he exercise his rights under the Agreement. All severance benefits under the Agreement are in lieu of any other benefits he may be entitled to under the other terms of his employment or any severance plans of the Company, and are conditioned upon Mr. Hamilton’s execution of a release of claims against the Company.

The foregoing description of the Agreement is qualified in its entirety by reference to the provisions of the Agreement attached as Exhibit 10.1 to this current report on Form 8-K.

* Indicates a management contract or compensatory plan.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.