• A base salary of RMB 2,950,000 per year;

• Eligibility under 3Com's discretionary 3Bonus plan to receive cash incentive payments for the achievement of goals established by the Board of Directors or the Compensation Committee of 3Com, with an annual target of no less than RMB 1,966,667 per year (approx. 66.66% of base salary);

• Eligibility under a long-term incentive plan to be designed in the future payable on a discretionary basis in cash or 3Com equity, at 3Com's discretion, for the achievement of goals established by the Board of Directors or the Compensation Committee of 3Com;

• Participation in H3C's senior executive benefits programs;

• The change-of-control benefits applicable to Section 16 officers of the Company described under the heading "Severance and Change-of-Control Benefits" in our proxy statement, provided that such benefits are offset and reduced by some of the specific benefits described below;

• Entitlement to the following severance benefits:

• If the Company terminates Dr. Zheng without statutorily-defined grounds for termination, he is entitled to:

• a lump sum severance payment of one month's base salary for each year of service with H3C, provided Dr. Zheng signs a release of claims and a non-disparagement agreement; and

• vesting and payout of any remaining EARP shares;

• In exchange for the non-hire and non-compete provisions in the final paragraph of this section, upon termination of employment, a payment of one year of Dr. Zheng's base salary at the time of termination of employment, payable in accordance with the Company's regular payroll practices;

• The severance benefits applicable to Section 16 officers of the Company described under the heading "Severance and Change-of-Control Benefits" in our proxy statement, provided that such benefits are offset and reduced by some of the specific benefits described above; and

• An agreement by Dr. Zheng not to (i) work for a competitor, which is defined generally and also specifically to include several named competitors including Huawei Technologies, (ii) solicit to hire or hire, directly or indirectly, any 3Com or H3C employee, (iii) engage in business in competition with the business of 3Com or H3C with any client, customer, account, distributor or vendor, (iv) serve as a consultant, director, and the like of a competitor, (v) own any ownership interest in a competitor and/or (vi) participate in the organization or management of a competitor, in each case for a period of one year following the termination of employment.

     (d) Exhibits

Exhibit Number      Description

10.1                Employment Agreement signed on July 20, 2009 and effective as of
                    April 27, 2009 by and between Hangzhou H3C Technologies Co., Ltd. and
                    Dr. Shusheng Zheng*

* Indicates a management contract or compensatory plan.