Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Bonus Determination for Dr. Shusheng Zheng, Executive Vice President, Chief
Operating Officer of H3C. On February 27, 2009, the Compensation Committee (the
"Committee") of the Board of Directors of 3Com Corporation ("3Com") approved
bonus payments based on the Company's China-based sales region's fiscal year
2008 for Dr. Zheng. The Committee approved a regular annual bonus payment of RMB
1,407,000 (USD $205,619, based on current exchange rates) which was Dr. Zheng's
allocated portion of a larger pool set aside for China-based employees. As
previously disclosed, this represents 50% of Dr. Zheng's bonus opportunity (the
other 50% was tied to consolidated 3Com metrics). In addition, under the
China-based sales region's long term incentive plan, the Committee approved a
payment of RMB 3,250,308 (USD $475,000), payable over two years subject to
continued employment. These bonuses were determined based on a variety of
factors, including review of actual China-based sales region fiscal year 2008
financial performance against pre-established target metrics and consideration
of the relative contribution of actual results to 3Com's overall consolidated
performance. The Committee also considered Dr. Zheng's individual performance.