ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers; Compensatory Arrangements of Certain Officers
On June 24, 2009, 3Com Corporation's Board of Directors elected J. Donald
Sherman to our Board of Directors as a Class I director. Mr. Sherman's election
is effective on July 31, 2009, and, in accordance with our bylaws, is for a term
expiring at the 2009 Annual Meeting of Stockholders. The Board also determined
that Mr. Sherman is an "independent" member of our Board, as such term is
defined by The Nasdaq Stock Market LLC, and is an "independent outside
director," as such term is defined by leading proxy advisory firms.
Mr. Sherman's election was made upon the recommendation of the Board's
independent Nominating and Governance Committee, which conducted a search for an
additional independent board member. The Board enlarged the size of the Board to
nine and elected Mr. Sherman to fill the vacancy created by such enlargement.
Mr. Sherman was also appointed to serve as a member of our Audit & Finance
Committee, effective July 31, 2009. The Board determined that Mr. Sherman is
qualified and meets all the applicable standards to serve as a member of the
Audit & Finance Committee, including under Nasdaq and SEC rules and regulations.
The Board also determined that Mr. Sherman is an "audit committee financial
expert" as such term is defined by applicable regulations.
Mr. Sherman, 44, is the Chief Financial Officer of Akamai Technologies, Inc., a
leading provider of managed services for powering rich media, dynamic
transactions and enterprise applications online. Mr. Sherman has been Akamai's
Chief Financial Officer since March 2006 and was its Senior Vice President and
CFO-Elect from November 2005 to March 2006. Prior to joining Akamai, Mr. Sherman
was employed by IBM for fifteen years (1990-2005). At IBM, Mr. Sherman served in
a variety of finance roles including Vice President, Finance, Systems and
Technology Group from January 2005 to October 2005 and Vice President, Finance
of IBM's zSeries Server Division from 2002-2004. Mr. Sherman has an M.B.A. from
the University of Chicago and a B.A. in Economics from Emory University.
Mr. Sherman will be entitled to the director compensation for outside directors
and a standard indemnification agreement, as further described in our 2008 proxy
statement filed with the SEC on August 14, 2008.
