X0303 4 2010-04-12 1 0000738076 3COM CORP COMS 0001433339 SEGE RONALD 350 CAMPUS DRIVE MARLBOROUGH MA 01752-3064 1 1 0 0 President and COO Common Stock 2010-04-12 4 D 0 867333 D 0 D Non-Qualified Stock Option (right to buy) 2.61 2010-04-12 4 D 0 2000000 D 2015-05-06 Common Stock 2000000 0 D Non-Qualified Stock Option (right to buy) 4 2010-04-12 4 D 0 206000 D 2016-08-07 Common Stock 206000 0 D Performance Shares 2010-04-12 4 A 0 103000 0 A Common Stock 103000 103000 D Performance Shares 2010-04-12 4 D 0 103000 D Common Stock 103000 0 D Includes 666,666 shares of restricted stock. Pursuant to the Merger Agreement between the Issuer and Hewlett-Packard Company ("HP") dated November 11, 2009 (the "Merger Agreement"), each share of COMS common stock will be exchanged for $7.90 in cash and each share of COMS restricted common stock will be assumed by HP and converted into 98,295 shares of HP restricted common stock. The option vests in four equal annual installments beginning on May 6, 2009. Pursuant to the Merger Agreement, the 1,500,000 unvested shares subject to the option will be assumed by HP and converted into an option to purchase 221,164 shares of HP common stock at an exercise price of $17.71 per share, and the 500,000 vested shares subject to the option will be cancelled in exchange for a cash payment for each share equal to the excess of $7.90 over the per share exercise price of the option. The option vests on August 7, 2012, subject to performance-based acceleration. Pursuant to the Merger Agreement, the option will be assumed by HP and converted into an option to purchase 30,373 shares of HP common stock at an exercise price of $27.13 per share. Each performance-based restricted stock unit (the "PRSU") represents a contingent right to receive one share of COMS common stock. In accordance with the terms of the PRSU agreement, the performance metrics will be deemed met at target levels upon the effectiveness of the merger. The PRSUs will be deemed earned at target upon the effectiveness of the merger and will subsequently vest in three equal annual installments beginning on August 7, 2010. Not applicable. Pursuant to the Merger Agreement, the PRSU's will be assumed by HP and converted into 15,186 HP restricted stock units. /s/ Ronald A. Sege 2010-04-14