1. Purpose. The Nominating and Governance Committee (the “Committee”) of the Board of Directors (the “Board”) of 3Com Corporation (the “Company”) has been established to address the issues surrounding the composition and operation of the Board. The Committee provides assistance to the Board, the Chairman and the Chief Executive Officer in the areas of membership selection, committee selection and rotation practices, evaluation of the overall effectiveness of the Board, and review and consideration of developments in corporate governance practices. The Committee's goal is to assure that the composition, practices and operation of the Board contribute to value creation and effective representation of 3Com stockholders.
  2. Structure and Membership.

2.1 Number. The Committee shall be composed of at least two members selected by a majority of the “Independent Directors,” as defined by the rules and regulations of the Nasdaq Stock Market (“Nasdaq”), of the Board of Directors.

2.2 Independence. Each member of the Committee shall be an Independent Director as defined above.

2.3 Chair. A majority of the Independent Directors, as defined above, 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 a majority of the Independent Directors, as defined above, or the Committee.

2.5 Compensation. The compensation of Committee members shall be as determined by the Board.

  1. 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 Shareholder Recommendations. The Committee shall have the authority to establish policies and procedures for the evaluation of candidates put forth by the Company’s shareholders.

3.2 Subcommittees. The Committee may establish subcommittees of one or more members, and delegate its authority and responsibilities to such subcommittees, when appropriate and in accordance with applicable rules and regulations.

3.3 Consultants and Advisors. The Committee may engage executive search firms and other advisors, from time to time, to advise the Committee on director candidates, corporate governance matters or any other matters within the scope of this Charter.

3.4 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.

  1. Meetings. The Committee shall meet at least two times a year, with authority to convene additional meetings as circumstances require. The Committee may invite members of management, compensation consultants or other advisors to attend meetings; provided, however, the Committee may meet in executive session at its discretion.
  2. Responsibilities. The Committee’s responsibilities in the areas of nomination of directors and corporate governance shall be as set forth in this Section 5.

5.1 Responsibilities Related to the Nomination of Directors.

(a) Shareholder Recommendations. The Committee shall review and evaluate all candidates submitted by the Company’s shareholders.

(b) Director Nominees. The Committee shall make recommendations to the Board regarding all nominees for Board membership, whether for the slate of directors to be nominated by the Board for election by the Company’s shareholders or any director nominees to be elected by the Board to fill interim director vacancies.

(c) Director Change in Status. The Committee shall, acting together with the Board’s Chairman and the Chief Executive Officer, determine the effect of a director’s change in employment status and request the Board to consider and accept such director’s resignation if appropriate.

5.2 Responsibilities Related to Corporate Governance.

(a) Corporate Governance Matters. The Committee shall regularly review issues and developments related to corporate governance matters and formulate and recommend governance standards to the Board as it deems appropriate.

(b) Committees of the Board. The Committee shall make recommendations to the Board regarding committee structure and delegated responsibilities to be included in the charter of each Board committee.

(c) Committee Assignments. The Committee shall appoint directors to committees and appoint chairpersons of committees as it deems desirable from time to time.

(d) Meetings of the Board and Committees. The Committee shall evaluate and recommend any revisions to Board and committee meeting policies and procedures.

(e) Board of Directors. The Committee shall regularly evaluate the size and composition of the Board and recommend changes as it deems appropriate.

(f) Performance Evaluation. The Committee shall, on an annual basis, solicit input from the Board and conduct a review of the effectiveness of the operation of the Board and its committees, including reviewing governance and operating practices and the Board Guidelines on Corporate Governance Issues.

5.3 Additional Responsibilities. The Committee shall have such other responsibilities as may be delegated from time to time by the Board of Directors.

  1. 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 reviewing the information about the Committees activities and procedures to be included in the Company's proxy statement relating to its annual meeting of stockholders.
  2. 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 29, 2004