1. Purpose. The Compensation Committee (the Committee) of the Board of Directors (the Board) of 3Com Corporation (the Company) has been established for the purpose of reviewing and approving, on behalf of the Board, all compensation to be provided to the directors and Section 16 officers (within the meaning of Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended) of the Company, and supervising the administration of the Company's cash incentive compensation plans (i.e., 3Bonus) and equity-related compensation awards to all employees.
  2. Structure and Membership.

    2.1 Number. The Committee shall be composed of at least two members selected by the Nominating and Governance Committee.

    2.2 Independence.Each member of the Committee shall be: (i) an "Independent Director" as defined by the rules and regulations of the Nasdaq Stock Market, (ii) a "Non-Employee Director" as defined by Rule 16b 3 promulgated under the Securities Exchange Act of 1934, as amended, and (iii) an "Outside Director" as defined by Section 162(m) of the Internal Revenue Code of 1986, as amended.

    2.3 Chair. The Nominating and Governance Committee shall elect a Chair of the Committee. The Chair shall, if present, preside at all meetings of the Committee and exercise and perform such other powers and duties as may be assigned to him or her by the Nominating and Governance Committee or the Committee.

    2.4 Compensation. The compensation of Committee members shall be as determined by the Board.
  3. Authority. To allow the Committee to achieve its purpose and satisfy its responsibilities, the Committee shall have the authority described in this Section 3.

    3.1 Subcommittees. The Committee may establish subcommittees of one or more members, and delegate its authority and responsibilities to such subcommittees, as it deems appropriate.

    3.2 Consultants and Advisors. The Committee may engage compensation consultants and other advisors, from time to time, to advise the Committee on executive compensation practices and policies or any other matters within the scope of this Charter.

    3.3 Other Actions. The Committee may take such other actions as the Committee deems necessary or appropriate to satisfy its responsibilities set forth in this Charter or as otherwise delegated by the Board.
  4. Meetings. The Committee shall meet as often as it deems necessary to carry out its responsibilities. The Committee may invite members of management, compensation consultants or other advisors to attend meetings and provide pertinent information; provided, however, the Committee may meet in executive session at its discretion.
  5. Responsibilities. The Committee shall be responsible for reviewing and approving, on behalf of the Board, all compensation to be provided to the directors and Section 16 officers of the Company, and approving the cash incentive and equity-related compensation programs for employees. Toward that end, the Committee shall have the responsibilities set forth in this
    Section 5.

    5.1 Equity Compensation Plans. The Committee shall be responsible for approving the Company's employee stock plan, employee stock purchase plan, and other equity-related plans. The Committee shall also be responsible for making recommendations to the Board regarding the reservation of shares available for issuance under such plans. On a periodic basis, the Committee shall be responsible for approving the pool for equity-related programs and the employee grant guidelines.

    5.2 Compensation Arrangements. The Committee shall be responsible for determining, or recommending to the Board for its determination, the annual compensation arrangements (including, without limitation, salaries, bonuses, equity grants and benefits) for the Company's Section 16 officers. Notwithstanding the Committee's authority to invite members of Company management to attend Committee meetings, the Chief Executive Officer may not be present during the Committee's or Board's delibberations concerning his or her compensation arrangements.

    5.3 Performance of Chief Executive Officer. The Committee shall be responsible for evaluating and making recommendations to the Board regarding the performance of the Company's Chief Executive Officer, as well as matters related to succession planning for Section 16 officers.

    5.4 Annual Incentive Plan. The Committee shall be responsible for approving the Company's cash incentive plan, and determining whether or not the Company's plan performance metrics have been achieved.

    5.5 Equity Awards to Directors and Section 16 Officers. The Committee shall be responsible for approving stock option grants and other equity-related awards to all persons who are members of the Board or Section 16 officers.

    5.6 Report of the Compensation Committee. The Committee shall be responsible for preparing a report, to be included in the Company's proxy statement relating to its annual meeting of stockholders.

    5.7 Compensation and Benefits. The Committee shall be responsible for annually reviewing the Company's compensation and benefit programs to ensure that employees of the Company are rewarded appropriately for their contributions to the Company's growth and profitability.

    5.8 Annual Performance Evaluation. The Committee shall complete an annual performance evaluation of itself and its members consistent with practices established by the Nominating and Governance Committee (or any successor committee).

    5.9 Additional Responsibilities. The Committee shall have such other responsibilities as may be delegated from time to time by the Board of Directors.
  6. Reporting. The Committee's reporting responsibilities will include reports to the Board about Committee activities, issues and related recommendations, the preparation of written minutes of Committee meetings and preparation of the report to be included in the Company's annual proxy statement describing the Committee and its activities, as required by the rules of the Securities and Exchange Commission.
  7. Committee Charter. The Committee shall also perform other activities related to this Charter as requested by the Board, including: (i) a review and assessment of the adequacy of this Charter annually and request for Board approval of any proposed changes; and (ii) ensure that this Charter is published or otherwise made publicly available as required by rules and regulations established by the Securities and Exchange Commission and the Nasdaq Stock Market.

Adopted: June, 2005