{"id":43387,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employee-matters-agreement-3com-corp-and-palm-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employee-matters-agreement-3com-corp-and-palm-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/employee-matters-agreement-3com-corp-and-palm-inc.html","title":{"rendered":"Employee Matters Agreement &#8211; 3Com Corp. and Palm Inc."},"content":{"rendered":"<pre>\n                           EMPLOYEE MATTERS AGREEMENT\n\n                                    BETWEEN\n\n                                3COM CORPORATION\n\n                                      AND\n\n                                   PALM, INC.\n\n                                EFFECTIVE AS OF\n\n                             _______________, 2000\n\n\n \n                               TABLE OF CONTENTS\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \nARTICLE I DEFINITIONS.........................................................   1\n\n   1.1   3Com.................................................................   1\n   1.2   3Com Employee........................................................   1\n   1.3   3Com Group...........................................................   2\n   1.4   3Com Stock Value.....................................................   2\n   1.5   3Com Terminated Employee.............................................   2\n   1.6   401(k) Plan..........................................................   2\n   1.7   AD&amp;D Plan............................................................   2\n   1.8   Affiliate............................................................   2\n   1.9   Agreement............................................................   2\n   1.10  Ancillary Agreements.................................................   2\n   1.11  ASO Contracts........................................................   2\n   1.12  Assets...............................................................   2\n   1.13  Benefits Committee...................................................   2\n   1.14  Bonus Plan...........................................................   2\n   1.15  Business Travel Accident Insurance...................................   3\n   1.16  COBRA................................................................   3\n   1.17  Code.................................................................   3\n   1.18  Deferred Compensation Plan...........................................   3\n   1.19  Disability Plan......................................................   3\n   1.20  Distribution.........................................................   3\n   1.21  Distribution Date....................................................   3\n   1.22  DOL..................................................................   3\n   1.23  Educational Assistance Program.......................................   3\n   1.24  Employee Assistance Program..........................................   4\n   1.25  ERISA................................................................   4\n   1.26  Executive Bonus Plan.................................................   4\n   1.27  FMLA.................................................................   4\n   1.28  Food Programs........................................................   4\n   1.29  Foreign Plan.........................................................   4\n   1.30  Fringe Benefit Plans.................................................   4\n   1.31  FSA\/Dependent Reimbursement Plan.....................................   4\n   1.32  FSA\/Medical Reimbursement Plan.......................................   4\n   1.33  General Assignment and Assumption Agreement..........................   4\n   1.34  Group Insurance Policies.............................................   5\n   1.35  Group Life Plan......................................................   5\n   1.36  HCFA.................................................................   5\n   1.37  Health and Welfare Plans.............................................   5\n   1.38  Health Plans.........................................................   5\n   1.39  HMO..................................................................   5\n \n\n                                      ii\n\n\n \n                               TABLE OF CONTENTS\n                                  (Continued)\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \n   1.40  HMO Agreements.......................................................  5\n   1.41  IPO..................................................................  5\n   1.42  IPO Closing Date.....................................................  5\n   1.43  IPO Registration Statement...........................................  5\n   1.44  IRS..................................................................  5\n   1.45  Leave of Absence Plans...............................................  5\n   1.46  Liabilities..........................................................  6\n   1.47  Long-Term Care Plan..................................................  6\n   1.48  Long-Term Disability Plan............................................  6\n   1.49  Master Transitional Services Agreement...............................  6\n   1.50  Material Feature.....................................................  6\n   1.51  Nasdaq...............................................................  6\n   1.52  Non-U.S. Plan........................................................  6\n   1.53  Option...............................................................  7\n   1.54  Outsource............................................................  7\n   1.55  Palm.................................................................  7\n   1.56  Palm Business........................................................  7\n   1.57  Palm Claims..........................................................  7\n   1.58  Palm Employee........................................................  7\n   1.59  Palm Group...........................................................  7\n   1.60  Palm Stock Value.....................................................  7\n   1.61  Palm Terminated Employee.............................................  7\n   1.62  Palm Transferred Employee............................................  8\n   1.63  Participating Company................................................  8\n   1.64  Person...............................................................  8\n   1.65  Plan.................................................................  8\n   1.66  Post-Distribution Period.............................................  8\n   1.67  Premium Plan.........................................................  8\n   1.68  PTO..................................................................  9\n   1.69  QDRO.................................................................  9\n   1.70  QMCSO................................................................  9\n   1.71  Rabbi Trust..........................................................  9\n   1.72  Ratio................................................................  9\n   1.73  Record Date..........................................................  9\n   1.74  Restricted Stock.....................................................  9\n   1.75  Revenue..............................................................  9\n   1.76  Sabbatical Plan......................................................  9\n   1.77  SEC..................................................................  9\n   1.78  Section 125 Plan..................................................... 10\n \n\n                                     -iii-\n\n\n \n                               TABLE OF CONTENTS\n                                  (Continued)\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \n   1.79  Separation...........................................................  10\n   1.80  Separation Agreement.................................................  10\n   1.81  Separation Date......................................................  10\n   1.82  Severance Plan.......................................................  10\n   1.83  Short-Term Disability Plan...........................................  10\n   1.84  SOS Plan.............................................................  10\n   1.85  Stock Plan...........................................................  10\n   1.86  Stock Purchase Plan..................................................  10\n   1.87  Subsidiary...........................................................  11\n   1.88  Tax Sharing Agreement................................................  11\n   1.89  Unemployment Insurance Program.......................................  11\n   1.90  WellCom Program......................................................  11\n   1.91  Workers' Compensation Plan...........................................  11\n\nARTICLE II GENERAL PRINCIPLES.................................................  12\n\n   2.1   Assumption of Palm Liabilities.......................................  12\n   2.2   Establishment of Palm Plans..........................................  12\n   2.3   Palm Under No Obligation to Maintain Plans...........................  13\n   2.4   Palm's Participation in 3Com Plans...................................  13\n   2.5   Terms of Participation by Palm Transferred Employees in Palm Plans...  14\n   2.6   Benefits Committee and Dispute Resolution............................  15\n   2.7   Foreign Plans........................................................  15\n\nARTICLE III DEFINED CONTRIBUTION PLAN.........................................  16\n\n   3.1   401(k) Plan..........................................................  16\n\nARTICLE IV NON-QUALIFIED PLAN.................................................  17\n\n   4.1   Deferred Compensation Plan...........................................  17\n\nARTICLE V HEALTH AND WELFARE PLANS............................................  18\n\n   5.1   Health Plans as of the Distribution Date.............................  18\n   5.2   Health Plans from the Separation Date through the Distribution Date..  19\n \n\n                                     -iv-\n\n\n \n                               TABLE OF CONTENTS\n                                  (Continued)\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \n   5.3   Group Life Plan......................................................  19\n   5.4   AD&amp;D Plan............................................................  20\n   5.5   Severance Plan.......................................................  20\n   5.6   Sabbatical Plan......................................................  20\n   5.7   Disability Plans.....................................................  21\n   5.8   Business Travel Accident Insurance...................................  21\n   5.9   Long-Term Care Plan..................................................  22\n   5.10  Section 125 Plan.....................................................  22\n   5.11  COBRA................................................................  22\n   5.12  Leave of Absence Plans and FMLA......................................  23\n   5.13  Workers' Compensation Plan...........................................  23\n   5.14  Administrative Services..............................................  24\n\nARTICLE VI EQUITY AND OTHER COMPENSATION......................................  25\n\n   6.1   Bonus Plan...........................................................  25\n   6.2   Executive Bonus Plan.................................................  25\n   6.3   3Com Options.........................................................  26\n   6.4   3Com Restricted Stock................................................  26\n   6.5   Stock Purchase Plan..................................................  27\n   6.6   Administrative Services..............................................  27\n\nARTICLE VII FRINGE AND OTHER BENEFITS.........................................  28\n\n   7.1   Employee Assistance Program..........................................  28\n   7.2   Educational Assistance Program.......................................  28\n   7.3   Credit Union.........................................................  28\n   7.4   Cafeteria and Related Subsidies......................................  28\n   7.5   Employee Product Discounts and Company Store.........................  29\n   7.6   WellCom..............................................................  29\n   7.7   SOS Plan.............................................................  29\n   7.8   Other Benefits.......................................................  29\n   7.9   Administrative Services..............................................  30\n \n\n                                      -v-\n\n\n \n                               TABLE OF CONTENTS\n                                  (Continued)\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \nARTICLE VIII ADMINISTRATIVE PROVISIONS........................................  31 \n\n   8.1   Master Transitional Services Agreement...............................  31\n   8.2   Payment of Liabilities, Plan Expenses and Related Matters............  31\n   8.3   Transitional Staffing Services.......................................  32\n   8.4   Sharing of Participant Information...................................  32\n   8.5   Reporting and Disclosure Communications to Participants..............  32\n   8.6   Audits Regarding Vendor Contracts....................................  32\n   8.7   Employee Identification Numbers......................................  33\n   8.8   Beneficiary Designations.............................................  33\n   8.9   Requests for IRS and DOL Opinions....................................  33\n   8.10  Fiduciary Matters....................................................  33\n   8.11  Consent of Third Parties.............................................  33\n   8.12  3Com Intranet........................................................  33\n   8.13  Tax Cooperation......................................................  33\n\nARTICLE IX EMPLOYMENT-RELATED MATTERS.........................................  34\n\n   9.1   Terms of Palm Employment.............................................  34\n   9.2   HR Data Support Systems..............................................  34\n   9.3   Non-Solicitation of Employees........................................  34\n   9.4   Employment of Employees with U.S. Work Visas.........................  34\n   9.5   Confidentiality and Proprietary Information..........................  35\n   9.6   PTO..................................................................  35\n   9.7   Personnel Records....................................................  35\n   9.8   Medical Records......................................................  35\n   9.9   Unemployment Insurance Program.......................................  35\n   9.10  Non-Termination of Employment; No Third-Party Beneficiaries..........  36\n   9.11  Employment Litigation................................................  36\n\nARTICLE X GENERAL PROVISIONS..................................................  37\n\n   10.1  Effect if Separation, IPO and\/or Distribution Does Not Occur.........  37\n   10.2  Relationship of Parties..............................................  37 \n \n\n                                     -vi-\n\n\n \n                               TABLE OF CONTENTS\n                                  (Continued)\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \n   10.3  Affiliates...........................................................  37\n   10.4  Incorporation of Separation Agreement Provisions.....................  37\n   10.5  Governing Law........................................................  37\n   10.6  Assignment...........................................................  37\n   10.7  Severability.........................................................  38\n   10.8  Interpretation.......................................................  38\n   10.9  Amendment............................................................  38\n   10.10 Termination..........................................................  38\n   10.11 Conflict.............................................................  38\n   10.12 Counterparts.........................................................  38 \n \n\n                                     -vii-\n\n\n \n                               TABLE OF CONTENTS\n                                  (Continued)\n\n \n \n                                                                              Page\n                                                                              ----\n                                                                            \nSCHEDULES\n\nSCHEDULE 2.7         FOREIGN PLANS..........................................     i\nSCHEDULE 5.1(a)      PALM HEALTH AND WELFARE PLANS..........................    ii\nSCHEDULE 5.1(c)(i)   THIRD PARTY ASO........................................   iii\nSCHEDULE 5.1(c)(ii)  GROUP INSURANCE POLICIES...............................    iv\nSCHEDULE 5.1(c)(iii) HMO AGREEMENT..........................................     v\nSCHEDULE 5.2(a)      3COM HEALTH AND WELFARE PLANS..........................    vi\nSCHEDULE 6.3         OPTIONS HELD BY CERTAIN NON-U.S. PALM..................   vii\n                     TRANSFERRED EMPLOYEES\nSCHEDULE 6.4         3COM RESTRICTED STOCK HELD BY NON-U.S. PALM............  viii\n                     TRANSFERRED EMPLOYEES\nSCHEDULE 7.8         OTHER FRINGE BENEFITS..................................    ix\nSCHEDULE 8.3         TRANSITIONAL STAFFING SERVICES.........................     x\n\n\n                                    -viii-\n\n\n \n                          EMPLOYEE MATTERS AGREEMENT\n\n     This EMPLOYEE MATTERS AGREEMENT is entered into on _________, 2000, between\n3Com Corporation, a Delaware corporation, and Palm, Inc., a Delaware\ncorporation. Capitalized terms used herein (other than the formal names of 3Com\nPlans (as defined below) and related trusts of 3Com) and not otherwise defined,\nshall have the respective meanings assigned to them in Article I hereof.\n\n     WHEREAS, the Board of Directors of 3Com has determined that it is in the\nbest interests of 3Com and its shareholders to separate 3Com's existing\nbusinesses into two (2) independent businesses, 3Com and the Palm Business;\n\n     WHEREAS, in furtherance of the foregoing, 3Com and Palm have agreed to\nenter into this Agreement to allocate between them Assets, Liabilities and\nresponsibilities with respect to certain employee compensation, benefit plans,\nprograms and arrangements, and certain employment matters; and\n\n     NOW, THEREFORE, in consideration of the foregoing and the covenants and\nagreements set forth below, the parties hereto agree as follows:\n\n\n                                   ARTICLE I\n\n                                  DEFINITIONS\n                                  -----------\n\n     Wherever used in this Agreement, the following terms shall have the\nmeanings indicated below, unless a different meaning is plainly required by the\ncontext. The singular shall include the plural, unless the context indicates\notherwise. Headings of sections are used for convenience of reference only, and\nin case of conflict, the text of this Agreement, rather than such headings,\nshall control:\n\n     1.1 3Com. \"3Com\" means 3Com Corporation, a Delaware corporation. In all\n         ---- \nsuch instances in which 3Com is referenced in this Agreement, it shall also be\ndeemed to include a reference to each member of the 3Com Group, unless it\nspecifically provides otherwise; 3Com shall be solely responsible to Palm for\nensuring that each member of the 3Com Group complies with the applicable terms\nof this Agreement.\n\n     1.2 3Com Employee. \"3Com Employee\" means an individual who, on the\n         -------------\nDistribution Date, is: (a) either actively employed by, or on leave of absence\nfrom, the 3Com Group; (b) a 3Com Terminated Employee; or (c) an employee or\ngroup of employees designated as 3Com Employees by 3Com and Palm, by mutual\nagreement.\n\n\n \n     1.3  3Com Group. \"3Com Group\" means 3Com and each Subsidiary and Affiliate\n          ----------  \nof 3Com (or any predecessor organization thereof).\n\n     1.4  3Com Stock Value. \"3Com Stock Value\" means the closing per-share price\n          ----------------   \nof 3Com common stock as listed on the Nasdaq on the last trading day before the\nDistribution Date.\n\n     1.5  3Com Terminated Employee. \"3Com Terminated Employee\" means any\n          ------------------------ \nindividual who is a former employee of the 3Com Group and who, on the\nDistribution Date, is not a Palm Transferred Employee.\n\n     1.6  401(k) Plan. \"401(k) Plan,\" when immediately preceded by \"3Com,\" means\n          -----------   \nthe 3Com Corporation 401(k) Plan, a defined contribution plan. When immediately\npreceded by \"Palm,\" \"401(k) Plan\" means the defined contribution plan to be\nestablished by Palm pursuant to Section 2.2 and Article III.\n\n     1.7  AD&amp;D Plan. \"AD&amp;D Plan,\" when immediately preceded by \"3Com,\" means the\n          ---------\n3Com Accidental Death and Dismemberment (\"AD&amp;D\") Plan. When immediately preceded\nby \"Palm,\" \"AD&amp;D Plan\" means the accidental death and dismemberment plan to be\nestablished by Palm pursuant to Sections 2.2 and 5.4.\n\n     1.8  Affiliate. \"Affiliate\" means, with respect to any specified Person,\n          ---------\nmeans any entity that Controls, is Controlled by, or is under common Control\nwith such Person. For this purpose, \"Control\" means the possession, directly or\nindirectly, of the power to direct or cause the direction of the management and\npolicies of such entity, whether through ownership of voting securities or other\ninterests, by control, or otherwise.\n\n     1.9  Agreement. \"Agreement\" means this Employee Matters Agreement,\n          --------- \nincluding all the Schedules hereto, and all amendments made hereto\nfrom time to time.\n\n     1.10 Ancillary Agreements. \"Ancillary Agreements\" means all of the\n          --------------------\nunderlying agreements, documents and instruments referred to, contemplated by,\nor made a part of the Separation Agreement.\n\n     1.11 ASO Contracts. \"ASO Contracts\" is defined in Subsection 5.1(c)(i) and\n          -------------   \nSchedule 5.1(c)(i).\n\n     1.12 Assets. \"Assets\" is defined in Section 4.4 of the General Assignment\n          ------  \nand Assumption Agreement.\n\n     1.13 Benefits Committee. \"Benefits Committee\" means the benefits committee\n          ------------------   \nestablished, implemented and operated pursuant to Section 2.6.\n\n     1.14 Bonus Plan. \"Bonus Plan,\" when immediately preceded by \"3Com,\" means\n          ----------\nthe 3Com 3Bonus Plan; provided, however, with respect to Palm Employees in the\n3Com 3Bonus Plan, \n\n                                       2\n\n\n \nthat \"Bonus Plan\" means the bonus plan as established and implemented with\nrespect to the Palm Employees. When immediately preceded by \"Palm,\" \"Bonus Plan\"\nmeans the bonus plan to be established by Palm pursuant to Sections 2.2 and 6.1.\n\n     1.15  Business Travel Accident Insurance. \"Business Travel Accident\n           ----------------------------------\nInsurance,\" when immediately preceded by \"3Com,\" means the policy or policies\ncovering 3Com Business Travel Accident Insurance in the U.S. and to the extent\napplicable, outside the U.S. When immediately preceded by \"Palm,\" \"Business\nTravel Accident Insurance\" means the policy or policies covering the business\ntravel accident insurance to be established by Palm pursuant to Sections 2.2 \nand 5.8.\n\n     1.16  COBRA. \"COBRA\" means the continuation coverage requirements for\n           ----- \n\"group health plans\" under Title X of the Consolidated Omnibus Budget\nReconciliation Act of 1985, as amended from time to time, and as codified in\nCode Section 4980B and ERISA Sections 601 through 608.\n\n     1.17  Code. \"Code\" means the Internal Revenue Code of 1986, as amended from\n           ----\ntime to time.\n\n     1.18  Deferred Compensation Plan. \"Deferred Compensation Plan,\" when\n           --------------------------\nimmediately preceded by \"3Com,\" means the 3Com Deferred Compensation Plan. When\nimmediately preceded by \"Palm,\" \"Deferred Compensation Plan\" means the deferred\ncompensation plan to be established by Palm pursuant to Section 2.2 and \nArticle IV.\n\n     1.19  Disability Plan. \"Disability Plan,\" when immediately preceded by\n           ---------------\n\"3Com,\" means the 3Com Disability Plan which consists of the 3Com Short-Term\nDisability Plan and the 3Com Long-Term Disability Plan. When immediately\npreceded by \"Palm,\" \"Disability Plan\" means the Palm Short-Term Disability Plan\nand the Palm Long-Term Disability Plan, to be established by Palm pursuant to\nSections 2.2 and 5.7.\n\n     1.20  Distribution. \"Distribution\" means 3Com's pro rata distribution to\n           ------------\nthe holders of its common stock, $0.001 par value, several months following the\nIPO, of all the shares of Palm common stock owned by 3Com.\n\n     1.21  Distribution Date. \"Distribution Date\" means the date that the\n           ----------------- \nDistribution is effective.\n\n     1.22  DOL.  \"DOL\" means the United States Department of Labor.\n           ---\n     \n     1.23  Educational Assistance Program. \"Educational Assistance Program,\"\n           ------------------------------\nwhen immediately preceded by \"3Com,\" means the 3Com Educational Assistance\nProgram. When immediately preceded by \"Palm,\" \"Educational Assistance Program\"\nmeans the educational assistance program to be established by Palm pursuant to\nSections 2.2 and 7.2.\n\n                                       3\n\n\n \n     1.24 Employee Assistance Program. \"Employee Assistance Program,\" when\n          ---------------------------\nimmediately preceded by \"3Com,\" means the 3Com Employee Assistance Program. When\nimmediately preceded by \"Palm,\" \"Employee Assistance Program\" means the employee\nassistance program to be established by Palm pursuant to Sections 2.2 and 7.1.\n\n     1.25 ERISA. \"ERISA\" means the Employee Retirement Income Security Act of\n          -----\n1974, as amended from time to time.\n\n     1.26 Executive Bonus Plan. \"Executive Bonus Plan,\" when immediately\n          --------------------\npreceded by \"3Com,\" means the 3Com Executive Bonus Program. When immediately\npreceded by \"Palm,\" \"Executive Bonus Plan\" means the executive bonus plan to be\nestablished by Palm pursuant to Sections 2.2 and 6.2.\n\n     1.27 FMLA. \"FMLA\" means the Family and Medical Leave Act of 1993, as\n          ----\namended from time to time.\n\n     1.28 Food Programs. \"Food Programs\" is defined in Section 7.4.\n          -------------\n     \n     1.29 Foreign Plan. \"Foreign Plan,\" when immediately preceded by \"3Com,\"\n          ------------\nmeans a Plan maintained by the 3Com Group for the benefit of its employees\noutside the U.S. When immediately preceded by \"Palm,\" \"Foreign Plan\" means a\nPlan to be established by Palm for the benefit of its employees outside the U.S.\n\n     1.30 Fringe Benefit Plans. \"Fringe Benefit Plans,\" when immediately\n          --------------------\npreceded by \"3Com,\" means the 3Com employee assistance program, educational\nassistance program and other fringe benefit plans, programs and arrangements,\nsponsored and maintained by 3Com (as set forth in Article VII and Schedule 7.8).\nWhen immediately preceded by \"Palm,\" \"Fringe Benefit Plans\" means the fringe\nbenefit plans, programs and arrangements to be established by Palm pursuant to\nSection 2.2 and Article VII.\n\n     1.31 FSA\/Dependent Reimbursement Plan. \"FSA\/Dependent Reimbursement Plan,\"\n          --------------------------------  \nwhen immediately preceded by \"3Com,\" means the 3Com FSA\/Dependent Reimbursement\nPlan. When immediately preceded by \"Palm,\" \"FSA\/Dependent Reimbursement Plan\"\nmeans the dependent care assistance reimbursement plan to be established by Palm\npursuant to Sections 2.2 and 5.10.\n\n     1.32 FSA\/Medical Reimbursement Plan. \"FSA\/Medical Reimbursement Plan,\" when\n          ------------------------------\nimmediately preceded by \"3Com,\" means the 3Com FSA\/Medical Reimbursement Plan.\nWhen immediately preceded by \"Palm,\" \"FSA\/Medical Reimbursement Plan\" means the\nmedical expense reimbursement plan to be established by Palm pursuant to\nSections 2.2 and 5.10.\n\n     1.33 General Assignment and Assumption Agreement. \"General Assignment and\n          -------------------------------------------\nAssumption Agreement\" means the Ancillary Agreement which is Exhibit C to the\nSeparation Agreement.\n\n                                       4\n\n\n \n     1.34 Group Insurance Policies. \"Group Insurance Policies\" is defined in\n          ------------------------ \nSubsection 5.1(c)(ii) and Schedule 5.1(c)(ii).\n\n     1.35 Group Life Plan. \"Group Life Plan,\" when immediately preceded by\n          ---------------\n\"3Com,\" means the 3Com Group Life Plan. When immediately preceded by \"Palm,\"\n\"Group Life Plan\" means the group life plan to be established by Palm pursuant\nto Sections 2.2 and 5.3.\n\n     1.36 HCFA. \"HCFA\" means the United States Health Care Financing\n          ----\nAdministration.\n\n     1.37 Health and Welfare Plans. \"Health and Welfare Plans,\" when immediately\n          ------------------------\npreceded by \"3Com,\" means the 3Com Health Plans, the 3Com Section 125 Plan, and\nthe health and welfare plans listed on Schedule 5.2(a) established and\nmaintained by 3Com for the benefit of eligible employees of the 3Com Group, and\nsuch other welfare plans or programs as may apply to such employees as of the\nDistribution Date. When immediately preceded by \"Palm,\" \"Health and Welfare\nPlans\" means the Palm Health Plans, the Palm Section 125 Plan, and the health\nand welfare plans to be established by Palm pursuant to Section 2.2, Article V,\nand Schedule 5.1(a).\n\n     1.38 Health Plans. \"Health Plans,\" when immediately preceded by \"3Com,\"\n          ------------\nmeans the medical, HMO, vision, and dental plans and any similar or successor\nPlans. When immediately preceded by \"Palm,\" \"Health Plans\" means the medical,\nHMO, vision and dental plans to be established by Palm pursuant to Section 2.2\nand Article V.\n\n     1.39 HMO. \"HMO\" means a health maintenance organization that provides\n          ---\nbenefits under the 3Com Health Plans or the Palm Health Plans.\n\n     1.40 HMO Agreements. \"HMO Agreements\" is defined in Subsection 5.1(c)(iii)\n          -------------- \nand Schedule 5.1(c)(iii).\n\n     1.41 IPO. \"IPO\" means the initial public offering of Palm common stock\n          ---\npursuant to a registration statement on Form S-1 pursuant to the Securities Act\nof 1933, as amended.\n\n     1.42 IPO Closing Date. \"IPO Closing Date\" means the closing of the IPO,\n          ----------------  \nwhich is currently scheduled to occur prior to June 2, 2001.\n\n     1.43 IPO Registration Statement. \"IPO Registration Statement\" means the\n          --------------------------\nregistration statement on Form S-1 pursuant to the Securities Act of 1933 as\namended, to be filed with the SEC registering the shares of common stock of Palm\nto be issued in the IPO, together with all amendments thereto.\n\n     1.44 IRS. \"IRS\" means the United States Internal Revenue Service.\n          ---\n  \n     1.45 Leave of Absence Plans. \"Leave of Absence Plans,\" when immediately\n          ----------------------            \npreceded by \"3Com,\" means the personal, medical\/disability, military, and FMLA\nleave offered from time to time under the personnel policies and practices of\n3Com. When immediately preceded by \"Palm,\" \n\n                                       5\n\n\n \n\"Leave of Absence Plans\" means the leave of absence programs to be established\nby Palm pursuant to Sections 2.2 and 5.12.\n\n     1.46 Liabilities. \"Liabilities\" means all debts, liabilities, guarantees,\n          -----------\nassurances, commitments, and obligations, whether fixed, contingent or absolute,\nasserted or unasserted, matured or unmatured, liquidated or unliquidated,\naccrued or not accrued, known or unknown, due or to become due, whenever or\nhowever arising (including, without limitation, whether arising out of any\nContract or tort based on negligence or strict liability) and whether or not the\nsame would be required by generally accepted accounting principles to be\nreflected in financial statements or disclosed in the notes thereto. For this\npurpose, \"Contract\" means any contract, agreement, lease, license, sales order,\npurchase order, instrument or other commitment that is binding on any Person or\nany part of its property under applicable law.\n\n     1.47 Long-Term Care Plan. \"Long-Term Care Plan,\" when immediately preceded\n          -------------------\nby \"3Com,\" means the 3Com Long-Term Care Plan. When immediately preceded by\n\"Palm,\" \"Long-Term Care Plan\" means the long-term care plan, if any, that may be\nestablished by Palm pursuant to Sections 2.2 and 5.9.\n\n     1.48 Long-Term Disability Plan. \"Long-Term Disability Plan,\" when\n          -------------------------\nimmediately preceded by \"3Com,\" means the 3Com Long-Term Disability Plan. When\nimmediately preceded by \"Palm,\" Long-Term Disability Plan\" means the long-term\ndisability plan to be established by Palm pursuant to Section 2.2 and Subsection\n5.7(b).\n\n     1.49 Master Transitional Services Agreement. \"Master Transitional Services\n          --------------------------------------\nAgreement\" means the Ancillary Agreement which is Exhibit G to the Separation\nAgreement.\n\n     1.50 Material Feature. \"Material Feature\" means any feature of a Plan that\n          ----------------\ncould reasonably be expected to be of material importance, in the aggregate, to\nthe sponsoring employer or the participants (or their dependents or\nbeneficiaries) of that Plan, which could include, depending on the type and\npurpose of the particular Plan, the class or classes of employees eligible to\nparticipate in such Plan, the nature, type, form, source, and level of benefits\nprovided under such Plan, the amount or level of contributions, if any, required\nto be made by participants (or their dependents or beneficiaries) to such Plan,\nand the costs and expenses incurred by the sponsoring employer or Participating\nCompanies for implementing and\/or maintaining such Plan.\n\n     1.51 Nasdaq. \"Nasdaq\" means the Nasdaq National Market.\n          ------\n\n     1.52 Non-U.S. Plan. \"Non-U.S. Plan\" means the local transfer agreements,\n          -------------\nassignments, assumptions, novations and other documents executed by the foreign\nsubsidiaries of 3Com and Palm as shall be necessary to carry out the plan of\nreorganization described in Exhibit K to the Separation Agreement to effect the\npurposes of the Separation Agreement with respect to 3Com and Palm's respective\noperations outside the U.S.\n\n                                       6\n\n\n \n     1.53 Option. \"Option,\" when immediately preceded by \"3Com,\" means an option\n          ------ \nto purchase 3Com common stock pursuant to a Stock Plan. When immediately\npreceded by \"Palm,\" \"Option\" means an option to purchase Palm common stock\npursuant to a Stock Plan.\n\n     1.54 Outsource. \"Outsource\" is defined in Section 5.13(c).\n          ---------\n\n     1.55 Palm. \"Palm\" means Palm, Inc., a Delaware corporation. In all such\n          ----\ninstances in which Palm is referred to in this Agreement, it shall also be\ndeemed to include a reference to each member of the Palm Group, unless it\nspecifically provides otherwise; Palm shall be solely responsible to 3Com for\nensuring that each member of the Palm Group complies with the applicable terms\nof this Agreement.\n\n     1.56 Palm Business. \"Palm Business\" means the hand held computing business\n          -------------\nand related businesses and operations as described in the IPO Registration\nStatement.\n\n\n     1.57 Palm Claims. \"Palm Claims\" is defined in Subsection 5.13(a).\n          -----------\n\n     1.58 Palm Employee. \"Palm Employee\" means any individual who is: (a) either\n          -------------\nactively employed by, or on leave of absence from, the Palm Group on the\nSeparation Date; (b) either actively employed by, or on leave of absence from,\nthe 3Com Group as either part of a work group or organization, or common support\nfunction that, at any time after the Separation Date and before the Distribution\nDate, moves to the employ of the Palm Group from the employ of the 3Com Group;\n(c) a Palm Terminated Employee; (d) employed by the Palm Group; (e) any other\nemployee or group of employees designated as Palm Employees (as of the specified\ndate) by 3Com and Palm by mutual agreement; or (f) an alternate payee under a\nQDRO, alternate recipient under a QMCSO, beneficiary, covered dependent, or\nqualified beneficiary (as such term is defined under COBRA), in each case, of an\nemployee or former employee, described in Subsections 1.58(a) through (e) with\nrespect to that employee's or former employee's benefit under the applicable\nPlan(s) (unless specified otherwise in this Agreement, such an alternate payee,\nalternate recipient, beneficiary, covered dependent, or qualified beneficiary\nshall not otherwise be considered a Palm Employee with respect to any benefits\nhe or she accrues or accrued under any applicable Plan(s), unless he or she is a\nPalm Employee by virtue of Subsections 1.58(a) through (e)).\n\n     1.59 Palm Group. \"Palm Group\" means Palm and each Subsidiary and Affiliate\n          ---------- \nof Palm immediately after the Separation Date, or that is contemplated to be a\nSubsidiary or Affiliate of Palm pursuant to the Non-U.S. Plan and each Person\nthat becomes a Subsidiary or Affiliate of Palm after the Separation Date.\n\n     1.60 Palm Stock Value. \"Palm Stock Value\" means the opening per-share price\n          ----------------\nof Palm common stock as listed on Nasdaq, as applicable, on the first trading\nday after the Distribution Date.\n\n     1.61 Palm Terminated Employee. \"Palm Terminated Employee\" means any\n          ------------------------\nindividual who is: (a) a former employee of the 3Com Group who was terminated\nfrom the Palm Business on or before the Separation Date; or (b) a former\nemployee of the Palm Group. Notwithstanding the\n\n                                       7\n\n\n \nforegoing, \"Palm Terminated Employee\" shall not, unless otherwise expressly\nprovided to the contrary in this Agreement, include: (a) an individual who is a\n3Com Employee at the Distribution Date; or (b) an individual who is otherwise a\nPalm Terminated Employee, but who is subsequently employed by the 3Com Group\nprior to the Distribution Date.\n\n     1.62  Palm Transferred Employee. \"Palm Transferred Employee\" means any\n           -------------------------\nindividual who, as of the Distribution Date, is: (a) either actively employed\nby, or on a leave of absence from, the Palm Group; (b) a Palm Terminated\nEmployee; (c) an employee or group of employees designated by 3Com and Palm, by\nmutual agreement, as Palm Transferred Employees; or (d) an alternate payee under\na QDRO, alternate recipient under a QMCSO, beneficiary, covered dependent, or\nqualified beneficiary (as such term is defined under COBRA), in each case, of an\nemployee or former employee, described in Subsections 1.62(a) through (c) with\nrespect to that employee's or former employee's benefit under the applicable\nPlan(s) (unless specified otherwise in this Agreement, such an alternate payee,\nalternate recipient, beneficiary, covered dependent, or qualified beneficiary\nshall not otherwise be considered a Palm Transferred Employee with respect to\nany benefits he or she accrues or accrued under any applicable Plan(s), unless\nhe or she is a Palm Transferred Employee by virtue of Subsections 1.62(a)\nthrough (c)). An employee may be a Palm Transferred Employee pursuant to this\nSection regardless of whether such employee is, as of the Distribution Date,\nalive, actively employed, on a temporary leave of absence from active\nemployment, on layoff, terminated from employment, retired or on any other type\nof employment or post-employment status relative to a 3Com Plan, and regardless\nof whether, as of the Distribution Date, such employee is then receiving any\ncoverage under or benefits from a 3Com Plan.\n\n     1.63  Participating Company. \"Participating Company\" means: (a) 3Com; (b)\n           ---------------------\nany Person (other than an individual) that 3Com has approved for participation\nin, has accepted participation in, and which is participating in, a Plan\nsponsored by 3Com; and (c) any Person (other than an individual) which, by the\nterms of such Plan, participates in such Plan or any employees of which, by the\nterms of such Plan, participate in or are covered by such Plan.\n\n     1.64  Person. \"Person\" means an individual, a partnership, a corporation, a\n           ------\nlimited liability company, an association, a joint stock company, a trust, a\njoint venture, an unincorporated organization, and a governmental entity or any\ndepartment, agency or political subdivision thereof.\n\n     1.65  Plan. \"Plan\" means any plan, policy, program, payroll practice,\n           ----\narrangement, contract, trust, insurance policy, or any agreement or funding\nvehicle providing compensation or benefits to employees, former employees,\ndirectors or consultants of 3Com or Palm.\n\n     1.66  Post-Distribution Period. \"Post-Distribution Period\" means, for each\n           ------------------------\ndesignated Plan, the period beginning as of the Distribution Date and ending on\nthe date that no member of the Palm Group is using 3Com benefit delivery and\nadministrative services with respect to that Plan.\n\n     1.67  Premium Plan. \"Premium Plan,\" when immediately preceded by \"3Com,\"\n           ------------\nmeans the 3Com Medical\/Dental Pre-Tax Premium Plan, the vehicle by which\nemployees participating in the 3Com Health and Welfare Plans can contribute\ntheir portion of the premium payments with pre-tax\n\n                                       8\n\n\n \ndollars. When immediately preceded by \"Palm,\" \"Premium Plan\" means the\nmedical\/dental pre-tax premium plan to be established by Palm pursuant to\nSections 2.2 and 5.10.\n\n     1.68 PTO. \"PTO,\" when immediately preceded by \"3Com,\" means the 3Com\n          ---\nPersonal Time Off Policy. When immediately preceded by \"Palm,\" \"PTO\" means the\nPalm personal time off policy to be established by Palm pursuant to Sections 2.2\nand 9.6.\n\n     1.69  QDRO. \"QDRO\" means a domestic relations order which qualifies under\n           ----\nCode Section 414(p) and ERISA Section 206(d) and which creates or recognizes an\nalternate payee's right to, or assigns to an alternate payee, all or a portion\nof the benefits payable to a participant under the 3Com 401(k) Plan.\n\n     1.70  QMCSO. \"QMCSO\" means a medical child support order which qualifies\n           -----\nunder ERISA Section 609(a) and which creates or recognizes the existence of an\nalternate recipient's right to, or assigns to an alternate recipient the right\nto, receive benefits for which a participant or beneficiary is eligible under\nany of the Health Plans.\n\n     1.71  Rabbi Trust. \"Rabbi Trust,\" when immediately preceded by \"3Com,\"\n           -----------\nmeans the rabbi trust established for purposes of holding assets under the 3Com\nDeferred Compensation Plan. When immediately preceded by \"Palm,\" \"Rabbi Trust\"\nmeans the grantor trust to be established by Palm pursuant to Section 4.1(a).\n\n     1.72  Ratio. \"Ratio\" means the ratio determined by dividing the Palm Stock\n           -----\nValue by the 3Com Stock Value.\n\n     1.73  Record Date. \"Record Date\" means the close of business on the date to\n           -----------\nbe determined by the Board of Directors of 3Com as the record date for\ndetermining the stockholders of 3Com entitled to receive shares of common stock\nof Palm in the Distribution\n\n     1.74  Restricted Stock. \"Restricted Stock,\" when immediately preceded by\n           ----------------\n\"3Com,\" means shares of 3Com common stock that are subject to transfer\nrestrictions or to employment and\/or performance vesting conditions, pursuant to\na 3Com Stock Plan. When immediately preceded by \"Palm,\" \"Restricted Stock\" means\nshares of Palm common stock that are subject to transfer restrictions or to\nemployment and\/or performance vesting conditions, pursuant to a Palm Stock Plan.\n\n     1.75  Revenue. \"Revenue\" means net revenue as determined in accordance with\n           -------\ngenerally accepted accounting principles.\n\n     1.76  Sabbatical Plan. \"Sabbatical Plan,\" when immediately preceded by\n           ---------------\n\"3Com,\" means the 3Com Sabbatical Plan. When immediately preceded by \"Palm,\"\n\"Sabbatical Plan\" means the sabbatical plan, if any, to be established by Palm\npursuant to Sections 2.2 and 5.6.\n\n     1.77  SEC. \"SEC\" means the United States Securities and Exchange\n           --- \nCommission.\n\n                                       9\n\n\n \n     1.78 Section 125 Plan. \"Section 125 Plan,\" when immediately preceded by\n          ----------------\n\"3Com,\" means the 3Com Premium Plan, the 3Com FSA\/Dependent Reimbursement Plan,\nand the 3Com FSA\/Medical Reimbursement Plan. When immediately preceded by\n\"Palm,\" \"Section 125 Plan\" means the Palm Premium Plan, the Palm FSA\/Dependent\nReimbursement Plan, and the Palm FSA\/Medical Reimbursement Plan to be\nestablished by Palm pursuant to Sections 2.2 and 5.10.\n\n     1.79 Separation. \"Separation\" means the contribution and transfer from 3Com\n          ----------\nto Palm, and Palm's receipt and assumption of, directly or indirectly,\nsubstantially all of the Assets and Liabilities currently associated with the\nPalm Business and the stock, investments or similar interests currently held by\n3Com in subsidiaries and other entities that conduct such business.\n\n     1.80 Separation Agreement. \"Separation Agreement\" means the Master\n          --------------------\nSeparation and Distribution Agreement, dated as of [December ___, 1999], of\nwhich this is Exhibit E thereto.\n\n\n     1.81 Separation Date. \"Separation Date\" means the effective date and time\n          ---------------\nof each transfer of property, assumption of liability, license, undertaking, or\nagreement in connection with the Separation which shall, with respect to non-\nForeign Plans and U.S. employees, be 12:01 a.m., Pacific Time, [February 25\/26,\n2000], and\/or such other date(s) as may be fixed by the Board of Directors of\n3Com.\n\n     1.82 Severance Plan. \"Severance Plan,\" when immediately preceded by \"3Com,\"\n          -------------- \nmeans the 3Com Severance Plan. When immediately preceded by \"Palm,\" \"Severance\nPlan\" means the severance program, if any, to be established by Palm pursuant to\nSections 2.2 and 5.5.\n\n     1.83 Short-Term Disability Plan. \"Short-Term Disability Plan,\" when\n          --------------------------  \nimmediately preceded by \"3Com,\" means the 3Com Short-Term Disability Plan. When\nimmediately preceded by \"Palm,\" Short-Term Disability Plan\" means the short-term\ndisability plan to be established by Palm pursuant to Section 2.2 and Subsection\n5.7(a).\n\n     1.84 SOS Plan. \"SOS Plan,\" when immediately preceded by \"3Com,\" means the\n          --------\n3Com Share Our Success (\"SOS\") Plan. When immediately preceded by \"Palm,\" \"SOS\"\nmeans the matching gift program for charitable contributions, if any, to be\nestablished by Palm pursuant to Sections 2.2 and 7.7.\n\n     1.85 Stock Plan. \"Stock Plan,\" when immediately preceded by \"3Com,\" means\n          ----------\nany plan, program, or arrangement, other than the Stock Purchase Plan, pursuant\nto which employees and other service providers hold Options, 3Com Restricted\nStock, or other 3Com equity incentives. When immediately preceded by \"Palm,\"\n\"Stock Plan\" means substantially similar plans, programs, or arrangements, to be\nestablished by Palm pursuant to Section 2.2 and Article VI.\n\n     1.86 Stock Purchase Plan. \"Stock Purchase Plan,\" when immediately preceded\n          -------------------   \nby \"3Com,\" means the 3Com Employee Stock Purchase Plan. When immediately\npreceded by \"Palm,\" \"Stock Purchase Plan\" means the employee stock purchase plan\nto be established by Palm pursuant to Sections 2.2 and 6.5.\n\n                                       10\n\n\n \n     1.87  Subsidiary. \"Subsidiary\" of any person means a corporation or other\n           ----------\norganization, whether incorporated or unincorporated, of which at least a\nmajority of the securities or interest having by the terms thereof ordinary\nvoting power to elect at least a majority of the board of directors or others\nperforming similar functions with respect to such corporation or other\norganization, is directly or indirectly owned or controlled by such Person or by\nany one or more of its Subsidiaries, or by such Person and one or more of its\nSubsidiaries; provided, however that no Person that is not directly or\nindirectly wholly-owned by any other Person shall be a Subsidiary of such other\nPerson unless such other Person controls, or has the right, power or ability to\ncontrol that Person. Unless the context otherwise requires, reference to 3Com\nand its Subsidiaries shall not include the subsidiaries of 3Com that will be\ntransferred to Palm after giving effect to the Separation, including the actions\ntaken pursuant to the Non-U.S. Plans.\n\n     1.88  Tax Sharing Agreement. \"Tax Sharing Agreement\" means the Ancillary\n           ---------------------\nAgreement, which is Exhibit F to the Separation Agreement.\n\n     1.89  Unemployment Insurance Program. \"Unemployment Insurance Program,\"\n           ------------------------------\nwhen immediately preceded by \"3Com,\" means the group unemployment insurance\npolicies purchased by 3Com from time to time. When immediately preceded by\n\"Palm,\" \"Unemployment Insurance Program\" means any group unemployment insurance\nprogram to be established by Palm pursuant to Section 9.10.\n\n     1.90  WellCom Program. \"WellCom Program\" is defined in Section 7.6.\n           ---------------\n\n     1.91  Workers' Compensation Plan. \"Workers' Compensation Plan\" when\n           --------------------------\nimmediately preceded by \"3Com\" means the 3Com Workers' Compensation Plan,\ncomprised of the various arrangements established by a member of the 3Com Group\nto comply with the workers' compensation requirements of the states in which the\n3Com Group conducts business. When immediately preceded by \"Palm,\" \"Workers'\nCompensation Plan\" means the workers' compensation program to be established by\nPalm pursuant to Section 5.13.\n\n                                       11\n\n\n \n                                  ARTICLE II\n\n                               GENERAL PRINCIPLES\n                               ------------------\n\n     2.1  Assumption of Palm Liabilities. Except as specified otherwise in this\n          ------------------------------\nAgreement or as mutually agreed upon by Palm and 3Com from time to time,\neffective as of Separation Date, Palm hereby assumes and agrees to pay, perform,\nfulfill and discharge, in accordance with their respective terms, all of the\nfollowing: (a) all Liabilities of, or relating to, Palm Employees or Palm\nTransferred Employees, in each case relating to, arising out of, or resulting\nfrom future, present or former employment with the Palm Business (including\nLiabilities relating to, arising out of, or resulting from 3Com Plans and Palm\nPlans); (b) all Liabilities relating to, arising out of, or resulting from any\nother actual or alleged employment relationship with the Palm Group; and (c) all\nother Liabilities relating to, arising out of, or resulting from obligations,\nliabilities and responsibilities expressly assumed or retained by the Palm\nGroup, or a Palm Plan pursuant to this Agreement. Except as specified otherwise\nin this Agreement or as otherwise mutually agreed upon by 3Com and Palm from\ntime to time, 3Com shall transfer to Palm amounts equal to trust assets,\ninsurance reserves, and other related assets as consistent with the applicable\nPlan transition that relates to, arises out of, or results from Palm's pro rata\ninterest in each 3Com Plan.\n\n     2.2  Establishment of Palm Plans. \n          ---------------------------\n\n          (a)  Health and Welfare Plans. Except as specified otherwise in this\n               ------------------------\nAgreement, effective as of the Distribution Date (or such other date(s) as 3Com\nand Palm may mutually agree), Palm shall adopt the Palm Health and Welfare\nPlans. Except as otherwise specified in this Agreement, to the extent\nadministratively and financially practicable, each of the foregoing Palm Plans\nas in effect as of the Distribution Date (or such other date(s) as 3Com and Palm\nmay mutually agree), shall be comparable in the aggregate in all Material\nFeatures to the corresponding 3Com Plan as in effect as of such agreed upon\ndate.\n\n          (b)  401(k) and Fringe Benefit Plans. Except as specified otherwise in\n               -------------------------------\nthis Agreement, effective as of the Distribution Date (or such other date(s) as\n3Com and Palm may mutually agree), Palm shall adopt the Palm 401(k) Plan and the\nPalm Fringe Benefit Plans. Except as otherwise specified in this Agreement, to\nthe extent administratively and financially practicable, each of the foregoing\nPalm Plans as in effect as of the Distribution Date (or such other date(s) as\n3Com and Palm may mutually agree), shall be comparable in the aggregate in all\nMaterial Features to the corresponding 3Com Plan as in effect as of such agreed\nupon date.\n\n          (c)  Equity and Other Compensation. Except as specified otherwise in\n               -----------------------------\nthis Agreement, effective on or before the IPO (or such other date(s) as 3Com\nand Palm may mutually agree), Palm shall adopt the Palm Stock Plans. Except as\nspecified otherwise in this Agreement, effective as of Distribution Date (or\nsuch other date(s) as 3Com and Palm may mutually agree), Palm shall adopt the\nPalm Executive Bonus Plan and the Palm Bonus Plan. Effective on or before \n\n                                       12\n\n\n \nthe IPO (or such other date as 3Com and Palm may mutually agree), Palm shall\nadopt the Palm Stock Purchase Plan. Each of the foregoing Palm Plans as in\neffect as of the IPO (or such other date(s) as 3Com and Palm may mutually\nagree), shall be comparable in the aggregate in all Material Features to the\ncorresponding 3Com Plan as in effect on the IPO.\n\n          (d)  Other Plans. Except as otherwise specified in this Agreement,\n               ----------- \neffective as of the Separation Date (or such other date(s) as 3Com and Palm may\nmutually agree), Palm shall adopt certain Palm Plans that are specifically tied\nto its payroll practices, including, without limitation, a Short-Term Disability\nPlan, a PTO Plan and a Deferred Compensation Plan. Palm shall also adopt a\nSection 125 Plan, effective as of January 1, 2000.\n\n     2.3  Palm Under No Obligation to Maintain Plans. Except as specified\n          ------------------------------------------\notherwise in this Agreement, nothing in this Agreement shall preclude Palm, at\nany time after the Distribution Date, from amending, merging, modifying,\nterminating, eliminating, reducing, or otherwise altering in any respect any\nPalm Plan, any benefit under any Palm Plan or any trust, insurance policy or\nfunding vehicle related to any Palm Plans, or any employment or other service\narrangement with Palm Employees or vendors (to the extent permitted by law).\n\n     2.4  Palm's Participation in 3Com Plans.\n          ----------------------------------\n\n          (a)  Participation in 3Com Plans. Except as specified otherwise in\n               ---------------------------\nthis Agreement or as 3Com and Palm may mutually agree, Palm shall, until the\nDistribution Date, continue to be a Participating Company in the 3Com Plans to\nthe extent that Palm has not established a corresponding Plan. Effective as of\nany date on or after the Separation Date and before the Distribution Date (or\nsuch other date(s) as 3Com or Palm may mutually agree), any member of the Palm\nGroup not described in the preceding sentence may, at its request and with the\nconsent of 3Com and Palm, become a Participating Company in any or all of the\n3Com Plans, to the extent that Palm has not yet established a corresponding\nPlan.\n\n          (b)  3Com's General Obligations as Plan Sponsor. To the extent that\n               ------------------------------------------ \nPalm is a Participating Company in any 3Com Plan, 3Com shall continue to\nadminister, or cause to be administered, in accordance with its terms and\napplicable law, such 3Com Plan, and shall have the sole and absolute discretion\nand authority to interpret the 3Com Plan, as set forth therein. 3Com shall not\namend any Material Feature of any 3Com Plan in which Palm is a Participating\nCompany, except to the extent: (i) such amendment would not materially affect\nany coverage or benefits of Palm Employees or Palm Transferred Employees under\nsuch Plan; (ii) Palm shall consent to such amendment and such consent shall not\nbe unreasonably withheld; or (iii) such amendment is necessary or appropriate to\ncomply with applicable law.\n\n          (c)  Palm's General Obligations as Participating Company. Palm shall\n               ---------------------------------------------------\nperform, with respect to its participation in the 3Com Plans, the duties of a\nParticipating Company as set forth in each such Plan or any procedures adopted\npursuant thereto, including (without limitation): (i) assistance in the\nadministration of claims, to the extent requested by the claims administrator of\nthe applicable 3Com Plan; (ii) full cooperation with 3Com Plan auditors, benefit\npersonnel and\n\n                                       13\n\n\n \nbenefit vendors; (iii) preservation of the confidentiality of all financial\narrangements 3Com has or may have with any vendors, claims administrators,\ntrustees, service providers or any other entity or individual with whom 3Com has\nentered into an agreement relating to the 3Com Plans; and (iv) preservation of\nthe confidentiality of participant information (including, without limitation,\nhealth information in relation to FMLA leaves) to the extent not specified\notherwise in this Agreement.\n\n          (d)  Termination of Participating Company Status. Except as otherwise\n               -------------------------------------------  \nmay be mutually agreed upon by 3Com and Palm, effective as of the Distribution\nDate or such other date as Palm establishes a corresponding Plan (as specified\nin Section 2.2 or otherwise in this Agreement), Palm shall automatically cease\nto be a Participating Company in the corresponding 3Com Plan.\n\n     2.5  Terms of Participation by Palm Transferred Employees in Palm Plans.\n          ------------------------------------------------------------------\n\n          (a)  Non-Duplication of Benefits. Except as specified otherwise in\n               ---------------------------\nthis Agreement, as of the Distribution Date, or other later date that applies to\nthe particular Palm Plan established thereafter, the Palm Plans shall be, with\nrespect to Palm Transferred Employees, in all respects the successors in\ninterest to, and shall not provide benefits that duplicate benefits provided by,\nthe corresponding 3Com Plans. 3Com and Palm shall agree on methods and\nprocedures, including amending the respective Plan documents, to prevent Palm\nEmployees from receiving duplicate benefits from the 3Com Plans and the Palm\nPlans.\n\n          (b)  Service Credit. Except as specified otherwise in this Agreement,\n               --------------\nwith respect to Palm Transferred Employees, each Palm Plan shall provide that\nall service, all compensation and all other benefit-affecting determinations\nthat, as of the Distribution Date, were recognized under the corresponding 3Com\nPlan shall, as of the Distribution Date, receive full recognition and credit and\nbe taken into account under such Palm Plan to the same extent as if such items\noccurred under such Palm Plan, except to the extent that duplication of benefits\nwould result. Notwithstanding the foregoing, 3Com and Palm shall recognize\nservice with either 3Com or Palm that was recognized as of the Distribution\nDate, except to the extent provided in Subsection 2.5(a) above. The service\ncrediting provisions shall be subject to any respectively applicable \"service\nbridging,\" \"break in service,\" \"employment date,\" or \"eligibility date\" rules\nunder the Palm Plans and the 3Com Plans.\n\n          (c)  Assumption of Liabilities. Except as specified otherwise in this\n               -------------------------\nAgreement (including, without limitation, the exception applicable to self-\ninsured Health Plans), the provisions of this Agreement for the transfer of\nAssets relating to 3Com Plans to Palm and\/or the appropriate Palm Plans are\nbased upon the understanding of the parties that Palm and\/or the appropriate\nPalm Plan will assume all Liabilities of the corresponding 3Com Plan to or\nrelating to Palm Transferred Employees, as provided for herein. If any such\nLiabilities are not effectively assumed by Palm and\/or the appropriate Palm\nPlan, then the amount of transferred Assets shall be recomputed accordingly,\ntaking into account the retention of such Liabilities by such 3Com Plan, and\nAssets shall be transferred from Palm and\/or the appropriate Palm Plan to 3Com\nand\/or the appropriate 3Com Plan so as to place Palm and\/or the appropriate Palm\nPlan in the position it would have been in had the initial Asset transfer been\nmade in accordance with such recomputed amount of assets.\n\n                                       14\n\n\n \n     2.6  Benefits Committee and Dispute Resolution. From the date of this\n          -----------------------------------------\nAgreement through the later of the Distribution Date or the end of the Post-\nDistribution Period, as applicable, the management of the Plans shall be\nconducted under the supervision of the Benefits Committee. The Benefits\nCommittee shall consist of an equal number of representatives from 3Com and Palm\nas appointed by the 3Com Senior Vice President, Human Resources, and the\nfunctional equivalent of Palm, and shall provide strategic oversight and\ndirection of the cohesive administration of the Plans. Issues that cannot be\nresolved by the Benefits Committee shall be decided, at the request of either\nparty, by the Palm Senior Vice President, Human Resources (or the functional\nequivalent) (or his or her authorized delegate) and the 3Com Senior Vice\nPresident, Human Resources (or his or her authorized delegate). After the\nexhaustion of the process, as specified herein, any outstanding issue shall be\nresolved in accordance with Section 5.9 of the Separation Agreement, entitled\n\"Dispute Resolution.\"\n\n     2.7  Foreign Plans. Palm and 3Com each intend that matters, issues, or\n          -------------\nLiabilities relating to, arising out of, or resulting from Foreign Plans and \nnon-U.S.-related employment matters be handled in a manner that is consistent\nwith comparable U.S. matters, issues, or Liabilities as reflected in this\nAgreement (to the extent permitted by applicable law or as otherwise specified\nin the applicable Section or Schedule thereto or Schedule 2.7).\n\n                                       15\n\n\n \n                                  ARTICLE III\n\n                           DEFINED CONTRIBUTION PLAN\n                           -------------------------\n\n     3.1  401(k) Plan.\n          -----------\n\n          (a)  401(k) Plan Trust. Effective as of the Distribution Date (or such\n               -----------------  \nother date as 3Com and Palm may mutually agree), Palm shall establish, or cause\nto be established, a separate trust, which is intended to be tax-qualified under\nCode Section 401(a), to be exempt from taxation under Code Section 501(a)(1),\nand to form the Palm 401(k) Plan.\n\n          (b)  401(k) Plan: Assumption of Liabilities and Transfer of Assets.\n               -------------------------------------------------------------\nEffective as of the Distribution Date (or such other date as 3Com and Palm may\nmutually agree): (i) the Palm 401(k) Plan shall assume and be solely responsible\nfor all Liabilities relating to, arising out of, or resulting from Palm\nTransferred Employees under the 3Com 401(k) Plan; and (ii) 3Com shall cause the\naccounts of the Palm Transferred Employees under the 3Com 401(k) Plan that are\nheld by its related trust to be transferred to the Palm 401(k) Plan and its\nrelated trust, and Palm shall cause such transferred accounts to be accepted by\nsuch Plan and its related trust. Effective as of the Distribution Date (or such\nother date as 3Com and Palm may mutually agree), Palm shall use its commercially\nreasonable best efforts to enter into agreements satisfactory to Palm to\naccomplish such assumption and transfer, the maintenance of the necessary\nparticipant records, the appointment of State Street Corporation as the initial\ntrustee under the Palm 401(k) Plan, and the engagement of State Street Global\nAdvisors as the initial recordkeeper under the Palm 401(k) Plan. Palm and 3Com\neach agree to use their commercially reasonable best efforts to accomplish this\n401(k) Plan and related trust spin-off.\n\n          (c)  401(k) Plan: Stock Considerations. As a result of the spin-off of\n               ---------------------------------  \nthe 3Com 401(k) Plan and to the extent that immediately prior to such time, the\n3Com 401(k) Plan continues to consist of 3Com employer securities, then the\nresulting 3Com 401(k) Plan and Palm 401(k) Plan shall both consist in part of\n3Com and Palm employer securities. Palm and 3Com shall assume sole\nresponsibility for ensuring that their respective company stock funds, and\nunderlying employer securities held in each such fund, are maintained in\ncompliance with all requirements of the SEC.\n\n          (d)  No Distribution to Palm Transferred Employees. The 3Com 401(k)\n               ---------------------------------------------\nPlan and the Palm 401(k) Plan shall provide that no distribution of account\nbalances shall be made to any Palm Transferred Employee on account of the Palm\nGroup ceasing to be an Affiliate of the 3Com Group as of the Distribution Date.\n\n                                       16\n\n\n \n                                  ARTICLE IV\n\n                              NON-QUALIFIED PLAN\n                              ------------------\n\n     4.1  Deferred Compensation Plan.\n          --------------------------\n\n          (a)  Establishment of Palm Rabbi Trust. Effective on or before the\n               ---------------------------------\nSeparation Date (or such other date as 3Com and Palm may mutually agree), Palm\nshall establish the Palm Deferred Compensation Plan and the Palm Rabbi Trust.\n\n          (b)  Allocation and Assumption of Liabilities. As of the date that\n               ----------------------------------------\nPalm establishes the Palm Deferred Compensation Plan, 3Com shall determine the\namount of Liabilities under the 3Com Deferred Compensation Plan, attributable to\nPalm Employees. As soon as administratively practicable thereafter, 3Com shall\npay to Palm or to the trustee of the Palm Rabbi Trust, as Palm specifies, an\namount of 3Com's Assets equal to such Liabilities. Coincident with the receipt\nof such transfer of Assets, Palm shall assume all responsibilities and\nobligations relating to, arising out of, or resulting from such Liabilities.\n\n          (c)  Participation in Deferred Compensation Plans. Effective as of the\n               --------------------------------------------\nSeparation Date (or such other date as 3Com and Palm may mutually agree),\neligible Palm Employees may commence participation in the Palm Deferred\nCompensation Plan. Palm Employees who are currently participating in the 3Com\nDeferred Compensation Plan shall continue their participation in that Plan\n(according to its terms) to the Separation Date (or such other date as 3Com and\nPalm may mutually agree).\n\n                                       17\n\n\n \n                                   ARTICLE V\n\n                           HEALTH AND WELFARE PLANS\n                           ------------------------\n\n     5.1  Health Plans as of the Distribution Date.\n          ----------------------------------------\n\n          (a)  Palm Health Plans. As of the Distribution Date (or such other\n               -----------------\ndate(s) as 3Com and Palm may mutually agree), Palm shall have established the\nPalm Health Plans listed on Schedule 5.1(a) and, correspondingly, Palm shall\ncease to be a Participating Company in the 3Com Health Plans. Palm shall be\nsolely responsible for the administration of the Palm Health Plans, including\nthe payment of all employer-related costs in establishing and maintaining the\nPalm Health Plans, and for the collection and remittance of employee premiums,\nsubject to Section 8.2.\n\n          (b)  Pending Treatments. Notwithstanding Subsection 5.1(a) above, all\n               ------------------\ntreatments which have been pre-certified for or are being provided to a Palm\nTransferred Employee as of the Distribution Date shall be provided without\ninterruption under the appropriate 3Com Health Plan (to the extent such\ncontinued treatment is not provided under a Palm Health Plan) until such\ntreatment is concluded, discontinued, or, if earlier, through December 31, 2000,\npursuant to applicable Health Plan rules and limitations, but Palm shall\ncontinue to be responsible for all Liabilities relating to, arising out of, or\nresulting from such on-going treatments as of the Distribution Date.\n\n          (c)  Vendor Arrangements. 3Com shall use its commercially reasonable\n               -------------------\nbest efforts for and on behalf of Palm to procure, effective as of the\nDistribution Date (or such other date(s) as 3Com and Palm may mutually agree):\n(i) third party ASO Contracts which are comparable in the aggregate in all\nMaterial Features to the ASO Contracts entered into by 3Com, as set forth in\nSchedule 5.1(c)(i) (the \"ASO Contracts); (ii) Group Insurance Policies, which\nare comparable in the aggregate in all Material Features to the Group Insurance\nPolicies entered into by 3Com, as set forth in Schedule 5.1(c)(ii) (the \"Group\nInsurance Policies\"); and (iii) an HMO Agreement which is comparable in the\naggregate in all Material Features to the HMO Agreement entered into by 3Com, as\nset forth in Schedule 5.1(c)(iii) (the \"HMO Agreement\"). In each case, Palm\nshall, as of the Distribution Date (or such other date as 3Com and Palm may\nmutually agree), establish, adopt and\/or implement such contracts, agreements or\narrangements. Palm may, at such future date after the Distribution Date, elect\nto discontinue such contracts, agreements or arrangements in accordance with\nSection 2.3.\n\n          (d)  Continuance of Elections, Co-Payments and Maximum Benefits.\n               ---------------------------------------------------------- \n\n               (i)  As of the Distribution Date and for the remainder of the\nplan year in which the Distribution Date occurs (or such other period as 3Com\nand Palm may mutually agree), Palm shall make its commercially reasonable best\nefforts to cause the Palm Health Plans to recognize and maintain all coverage\nand contribution elections made by Palm Employees and Palm Transferred Employees\nunder the 3Com Health Plans and apply such elections under the Palm \n\n                                       18\n\n\n \nHealth Plans for the remainder of the period or periods for which such elections\nare by their terms applicable. The transfer or other movement of employment\nbetween 3Com to Palm at any time upon or before the Distribution Date shall\nneither constitute nor be treated as a \"status change\" or termination of\nemployment under the 3Com Health Plans or the Palm Health Plans.\n\n               (ii) On and after the Distribution Date, Palm shall cause the\nPalm Health Plans to recognize and give credit for (A) all amounts applied to\ndeductibles, out-of-pocket maximums, co-payments and other applicable benefit\ncoverage limits with respect to which such expenses have been incurred by Palm\nTransferred Employees under the 3Com Health Plans for the remainder of the\ncalendar year in which the Distribution Date occurs, and (B) all benefits paid\nto Palm Transferred Employees under the 3Com Health Plans for purposes of\ndetermining when such persons have reached their lifetime maximum benefits under\nthe Palm Health Plans.\n\n          (e)  HCFA. As of the Separation Date (or such other date as 3Com and\n               ----\nPalm may mutually agree), Palm shall assume all Liabilities relating to, arising\nout of, or resulting from claims, if any, under the HCFA data match reports that\nrelate to Palm Transferred Employees\n\n     5.2  Health Plans from the Separation Date through the Distribution Date.\n          -------------------------------------------------------------------\nExcept as otherwise agreed by 3Com and Palm, for the period beginning with the\nSeparation Date and ending on the Distribution Date (or such other period as\n3Com and Palm may mutually agree), Palm shall be a Participating Company in the\n3Com Health Plans listed on Schedule 5.2(a). 3Com shall administer claims\nincurred under the 3Com Health Plans by Palm Employees before the Distribution\nDate but only to the extent that Palm has not, before the Distribution Date,\nestablished and assumed administrative responsibility for a corresponding Health\nPlan. Any determination made or settlements entered into by 3Com with respect to\nsuch claims shall be final and binding. 3Com shall retain financial and\nadministrative (\"run-out\") Liability and all related obligations and\nresponsibilities for all claims incurred by Palm Transferred Employees before\nthe Distribution Date (or such other date(s) as 3Com and Palm may mutually\nagree), including any claims that were administered by 3Com as of, on, or after\nthe Distribution Date (or such other date(s) as 3Com and Palm may mutually\nagree). Except as set forth in the preceding sentence, Palm shall reimburse 3Com\nfor any and all direct and indirect costs and expenses associated with its\nparticipation in the 3Com Health Plans, subject to Section 8.2.\n\n     5.3  Group Life Plan.\n          ---------------\n\n          (a)  Palm's Participation in 3Com Group Life Plan. Palm shall, until\n               --------------------------------------------\nthe Distribution Date (or such other date as 3Com and Palm may mutually agree),\ncontinue to be a Participating Company in the 3Com Group Life Plan. Palm shall\ncease to be a Participating Company in the 3Com Group Life Plan coincident with\nPalm's establishment of the Palm Group Life Plan (or, if none, Palm's written\nnotice to 3Com of its withdrawal as a Participating Company in the 3Com Group\nLife Plan). Palm shall reimburse 3Com for any and all direct and indirect costs\nand expenses associated with its participation in the 3Com Group Life Plan,\nsubject to Section 8.2.\n\n                                       19\n\n\n \n          (b)  Palm's Establishment of Palm Group Life Plan. 3Com shall make its\n               --------------------------------------------\ncommercially reasonable best efforts to procure an arrangement on behalf of Palm\nfor a Group Life Plan which shall be comparable in the aggregate in all Material\nFeatures to the 3Com Group Life Plan as are financially, administratively and\nlegally practicable. If 3Com procures such an arrangement, Palm will not\nunreasonably withhold its consent to adopt such an arrangement to constitute the\nPalm Group Life Plan. Palm will reimburse 3Com for its direct and indirect costs\nand expenses associated with its procurement, preparation, and implementation of\nthe Palm Group Life Plan, subject to Section 8.2.\n\n     5.4  AD&amp;D Plan.\n          ---------\n\n          (a)  Palm's Participation in 3Com AD&amp;D Plan. Palm shall, until the\n               --------------------------------------\nDistribution Date (or such other date as 3Com and Palm may mutually agree),\ncontinue to be a Participating Company in the 3Com AD&amp;D Plan. Palm shall cease\nto be a Participating Company in the 3Com AD&amp;D Plan coincident with Palm's\nestablishment of the Palm AD&amp;D Plan (or, if none, Palm's written notice to 3Com\nof its withdrawal as a Participating Company in the 3Com AD&amp;D Plan). Palm shall\nreimburse 3Com for any and all direct and indirect costs and expenses associated\nwith its participation in the 3Com AD&amp;D Plan, subject to Section 8.2.\n\n          (b)  Palm's Establishment of Palm AD&amp;D Plan. 3Com shall make its\n               --------------------------------------\ncommercially reasonable best efforts to procure an arrangement on behalf of Palm\nfor an AD&amp;D Plan which shall be comparable in the aggregate in all Material\nFeatures to the 3Com AD&amp;D Plan as are financially, administratively and legally\npracticable to Palm. If 3Com procures such an arrangement, Palm shall not\nunreasonably withhold its consent to adopt such an arrangement to constitute the\nPalm AD&amp;D Plan. Palm will reimburse 3Com for its direct and indirect costs and\nexpenses associated with its procurement, preparation and implementation of the\nPalm AD&amp;D Plan, subject to Section 8.2.\n\n     5.5  Severance Plan. Palm shall, until the Distribution Date (or such other\n          --------------\ndate as 3Com and Palm may mutually agree), continue to be a Participating\nCompany in the 3Com Severance Plan. Palm shall cease to be a Participating\nCompany in the 3Com Severance Plan coincident with Palm's establishment of the\nPalm Severance Plan (or if none, Palm's written notice to 3Com of its withdrawal\nas a Participating Company in the 3Com Severance Plan). If Palm so elects, 3Com\nwill assist Palm in establishing the Palm Severance Plan. Palm will reimburse\n3Com for any and all direct and indirect costs and expenses related to its\nparticipation in the 3Com Severance Plan and 3Com's preparation and\nimplementation of the Palm Severance Plan, subject to Section 8.2.\n\n     5.6  Sabbatical Plan.\n          ---------------\n\n          (a)  Palm's Participation in 3Com Sabbatical Plan. Palm shall, until\n               --------------------------------------------\nthe Distribution Date (or such other date as 3Com and Palm may mutually agree),\ncontinue to be a Participating Company in the 3Com Sabbatical Plan. Palm shall\nremit to 3Com or the trust fund for the 3Com Sabbatical Plan, as specified by\n3Com, sufficient funds to assume its funding Liability under the 3Com Sabbatical\nPlan relating to, arising out of, or resulting from Palm's participation in \n\n                                       20\n\n\n \nthe 3Com Sabbatical Plan. Palm will also reimburse 3Com for any and all direct\nand indirect costs and expenses associated with its participation in the 3Com\nSabbatical Plan, subject to Section 8.2. Palm shall cease to be a Participating\nCompany in the 3Com Sabbatical Plan coincident with Palm's establishment of the\nPalm Sabbatical Plan.\n\n          (b)  Allocation and Assumption of Liabilities. 3Com shall determine\n               ----------------------------------------\nthe amount of Assets under the 3Com Sabbatical Plan and related trust as of the\nDistribution Date (or such other date that Palm establishes the Palm Sabbatical\nPlan) attributable to Palm. As soon as administratively practicable thereafter,\n3Com shall pay to Palm or to the trustee of the Palm Sabbatical Plan, as Palm\nspecifies, an amount equal to Palm's Assets under the 3Com Sabbatical Plan, if\nany.\n\n          (c)  Palm Sabbatical Plan. Effective as of the Distribution Date (or\n               --------------------\nsuch other date as 3Com and Palm may mutually agree), Palm shall establish the\nPalm Sabbatical Plan which is comparable in the aggregate in all Material\nFeatures to the 3Com Sabbatical Plan. If Palm so elects, 3Com will assist Palm\nin preparing and implementing the Palm Sabbatical Plan and Palm will reimburse\n3Com for its costs and expenses associated with the preparation and\nimplementation of the Palm Sabbatical Plan, subject to Section 8.2.\n\n     5.7  Disability Plans.\n          ----------------\n\n          (a)  Short-Term Disability Plan. Effective on or before the Separation\n               --------------------------\nDate (or such other date as 3Com and Palm may mutually agree), Palm shall\nimplement or cause to be implemented, payroll procedures for purposes of\nsponsoring and administering the Palm Short-Term Disability Plan outside of\nCalifornia. Palm has adopted a state voluntary Disability Plan for Palm\nEmployees and Palm Transferred Employees who are employed in California. 3Com\nwill administer Palm's Short-Term Disability Plan through the Distribution Date\n(or such other date as 3Com and Palm may mutually agree). Palm shall reimburse\n3Com for its costs and expenses associated with such administration, subject to\nSection 8.2.\n\n          (b)  Long-Term Disability Plan. Palm shall, until the Distribution\n               -------------------------\nDate (or such other date as Palm and 3Com may mutually agree), continue to be a\nParticipating Company in the 3Com Long-Term Disability Plan. 3Com shall use its\ncommercially reasonable best efforts for and on behalf of Palm to procure,\neffective as of the Distribution Date (or such other date as 3Com and Palm may\nmutually agree), a Palm Long-Term Disability Plan. Palm will reimburse 3Com for\nany and all direct and indirect costs and expenses associated with its\nparticipation in the 3Com Long-Term Disability Plan and 3Com's assistance in\nprocuring, preparing, and implementing the Palm Long-Term Disability Plan,\nsubject to Section 8.2.\n\n     5.8  Business Travel Accident Insurance. Through the Distribution Date (or\n          ----------------------------------\nsuch other date as 3Com and Palm may mutually agree), Palm shall remain a\nParticipating Company in the 3Com Business Travel Accident Insurance policy.\n3Com shall be responsible for administering or causing to be administered the\n3Com Business Travel Accident Insurance policy with respect to Palm Employees.\nPalm shall reimburse 3Com for any and all direct and indirect expenses and costs\n\n                                       21\n\n\n \nassociated with its participation in the 3Com Business Travel Accident Insurance\npolicy, subject to Section 8.2. 3Com shall use its commercially reasonable best\nefforts for and on behalf of Palm to procure a Business Travel Accident\nInsurance policy which shall be comparable in the aggregate in all Material\nFeatures to the 3Com Business Travel Accident Insurance policy, effective as of\nthe Distribution Date (or such other date as 3Com and Palm may mutually agree).\nIf 3Com procures such an agreement, Palm shall not unreasonably withhold its\nconsent to adopt such an agreement to constitute the Palm Business Travel\nAccident Insurance policy. Effective as of the Distribution Date, Palm shall be\nsolely responsible for maintaining its own Business Travel Accident Insurance\npolicy.\n\n     5.9   Long-Term Care Plan. Through the Distribution Date (or such other \n           -------------------\ndate as 3Com and Palm may mutually agree), Palm shall remain a Participating\nCompany in the 3Com Long-Term Care Plan. 3Com shall be responsible for\nadministering or causing to be administered the 3Com Long-Term Care Plan. Palm\nshall reimburse 3Com for any and all direct and indirect costs and expenses\nassociated with its participation in the 3Com Long-Term Care Plan, subject to\nSection 8.2. The Palm Employees and Palm Transferred Employees participating in\nthe 3Com Long-Term Care Plan shall have the rights to take their existing\nbenefits with them under such 3Com Long-Term Care Plan (a \"portable benefit\") at\nthe time their rights to participation would otherwise terminate.\n\n     5.10  Section 125 Plan. Through December 31, 1999 (or such other date as\n           ----------------\n3Com and Palm may mutually agree), Palm and designated members of the Palm Group\nshall remain Participating Companies in the 3Com Section 125 Plan. The existing\nelections for Palm Employees participating in the 3Com Section 125 Plan and for\nnewly-eligible Palm Employees who elect to participate in the 3Com Section 125\nPlan shall remain in effect through December 31, 1999 (or such other date as\n3Com and Palm may mutually agree). Effective on January 1, 2000 (or such other\ndate immediately following the date that Palm's participation in the 3Com\nSection 125 Plan terminates), Palm shall establish, or caused to be established,\nthe Palm Section 125 Plan and Palm shall be solely responsible for the Palm\nSection 125 Plan. 3Com will administer, or cause to be administered, the 3Com\nSection 125 Plan for Palm Employees and the Palm Section 125 Plan through such\ndate as 3Com and Palm may mutually agree. Palm shall reimburse 3Com for any and\nall direct and indirect expenses and costs attributable to Palm Employees,\nsubject to Section 8.2.\n\n     5.11  COBRA. 3Com shall be responsible through the Distribution Date (or\n           -----\nsuch other date as 3Com and Palm may mutually agree), for compliance with the\nhealth care continuation coverage requirements of COBRA and the 3Com Health and\nWelfare Plans with respect to Palm Employees and qualified beneficiaries (as\nsuch term is defined under COBRA). Palm shall be responsible for providing 3Com\nwith all necessary employee change notices and related information for covered\ndependents, spouses, qualified beneficiaries (as such term is defined under\nCOBRA), and alternate recipients pursuant to QMCSO, in accordance with\napplicable 3Com COBRA policies and procedures. As soon as administratively\npracticable after the Distribution Date (or such other date as 3Com and Palm may\nmutually agree), 3Com shall provide Palm (through hard copy, electronic format,\nor such other mechanism as is appropriate under the circumstances), with a list\nof all qualified beneficiaries (as such term is defined under COBRA) that relate\nto the Palm Group and\n\n                                       22\n\n\n \nthe relevant information pertaining to their coverage elections and remaining\nCOBRA time periods. Effective as of the Distribution Date (or such other date as\n3Com and Palm may mutually agree), Palm shall be solely responsible for\ncompliance with the health care continuation coverage requirements of COBRA and\nthe Palm Health and Welfare Plans for Palm Transferred Employees and their\nqualified beneficiaries (as such term is defined under COBRA); provided,\nhowever, Palm may elect to retain 3Com's services in such manner and for such\nperiod as 3Com and Palm may mutually agree to assist it with COBRA\nadministration and Palm will reimburse 3Com for its costs and expenses\nassociated with such administration, subject to Section 8.2.\n\n     5.12  Leave of Absence Plans and FMLA.\n           -------------------------------\n\n           (a)  Allocation of Responsibilities After Separation Date. Effective\n                ----------------------------------------------------\nas of the Separation Date (or such other date as 3Com and Palm may mutually\nagree): (i) Palm shall adopt Leave of Absence Plans which shall be comparable in\nthe aggregate in all Material Features to the 3Com Leave of Absence Plans as in\neffect on the Separation Date (or such other date as 3Com and Palm may mutually\nagree); (ii) Palm shall honor all terms and conditions of leaves of absence\nwhich have been granted to any Palm Employee under a 3Com Leave of Absence Plan\nor FMLA before the Separation Date by 3Com, including such leaves that are to\ncommence after the Separation Date (or such other date as 3Com and Palm may\nmutually agree); and (iii) Palm shall recognize all periods of service of Palm\nEmployees and Palm Transferred Employees with the 3Com Group, as applicable, to\nthe extent such service is recognized by the 3Com Group for the purpose of\neligibility for leave entitlement under the 3Com Leave of Absence Plans and\nFMLA; provided, however, that no duplication of benefits shall, to the extent\npermitted by law, be required by the foregoing.\n\n           (b)  Administration. Through the Distribution Date (or such other\n                -------------- \nsuch period as 3Com and Palm may mutually agree), 3Com will administer, or cause\nto be administered, the Palm Leave of Absence Plans in such manner as 3Com and\nPalm may mutually agree. Palm will reimburse 3Com for its costs and expenses\nassociated with such administration, subject to Section 8.2.\n\n           (c)  Disclosure. Before the Distribution Date (or such other date as\n                ----------\n3Com and Palm may mutually agree), 3Com shall provide to Palm copies of all\nrecords pertaining to the 3Com Leave of Absence Plans and FMLA with respect to\nall Palm Employees and Palm Transferred Employees to the extent such records\nhave not been previously provided.\n\n     5.13  Workers' Compensation Plan.\n           --------------------------\n\n           (a)  Assumption of 3Com and Palm Workers' Compensation Plan\n                ------------------------------------------------------  \nLiabilities by Palm. Effective as of the Separation Date, Palm shall assume and\n-------------------\nbe solely responsible for all Liabilities relating to, arising out of, or\nresulting from their claims by Palm Employees and Palm Transferred Employees\nemployment with the Palm Business (\"Palm Claims\") whether incurred before or\nafter the Separation Date.\n\n                                       23\n\n\n \n          (b)  Participation in the 3Com Workers' Compensation Plan. Palm shall,\n               ----------------------------------------------------   \nuntil the Distribution Date (or such earlier date as Palm and 3Com may mutually\nagree), continue to be a Participating Company in the 3Com Workers' Compensation\nPlan. 3Com shall continue to administer, or cause to be administered, the 3Com\nWorkers' Compensation Plan in accordance with its terms and applicable law. Palm\nshall fully cooperate with 3Com and its insurance company in the administration\nand reporting of Palm Claims under the 3Com Workers' Compensation Plan. Any\ndetermination made, or settlement entered into, by or on behalf of 3Com or its\ninsurance company with respect to Palm claims under the 3Com Workers'\nCompensation Plan shall be final and binding. Palm shall reimburse 3Com and its\ninsurance company for any and all direct and indirect costs related to the Palm\nclaims or Palm's participation in the 3Com Workers' Compensation Plan,\nincluding, but not limited to loss costs, claims administration fees, legal\nexpenses, premium audits, and retrospective premium adjustments, subject to\nSection 8.2. 3Com shall transfer to and reimburse Palm any assets related to the\nPalm claims or Palm's participation in the 3Com Workers' Compensation Plan,\nincluding, but not limited to, loss reserves, premium audits, and retrospective\npremium adjustments.\n\n          (c)  Outsourcing of Palm Workers' Compensation Plan Claims. Palm shall\n               -----------------------------------------------------\nhave the right to transfer the administration of Palm Claims incurred under the\n3Com Workers' Compensation Plan to a third party administrator, vendor, or\ninsurance company (\"Outsource\"). Palm shall promptly notify 3Com of its intent\nto transfer such claims, including the material terms and conditions of the\ntransfer before the effective date thereof. 3Com, upon the request of Palm,\nshall use its commercially reasonable best efforts to procure such Outsourcing\non behalf of Palm, assist Palm in the transition to Outsourcing, and provide\nPalm with any information that is in the possession of 3Com and is reasonably\navailable and necessary to obtain such Outsourcing.\n\n          (d)  Establishment of the Palm Workers' Compensation Plan.  As of the\n               ----------------------------------------------------            \nDistribution Date, Palm shall be responsible for complying with the workers'\ncompensation requirements of the states in which the Palm Group conducts\nbusiness and for obtaining and maintaining insurance programs for its risk of\nloss. Such insurance arrangements shall be separate and apart from the 3Com\nWorkers' Compensation Plan. Notwithstanding the foregoing, 3Com, upon the\nrequest of Palm, shall use its commercially reasonable best efforts to procure\nworkers' compensation insurance policies on behalf of Palm, assist Palm in the\ntransition to its own separate insurance program, and provide Palm with any\ninformation that is in the possession of 3Com and is reasonably available and\nnecessary to either obtain insurance coverages for Palm or to assist Palm in\npreventing unintended self-insurance, in whatever form.\n\n    5.14  Administrative Services.  To the extent not provided otherwise in\n          -----------------------\nthis Article, 3Com shall provide certain administrative services to Palm in\nconjunction with both the 3Com and Palm Health and Welfare Plans in such manner\nand for such period as 3Com and Palm may mutually agree. Palm shall reimburse\n3Com for any and all direct and indirect costs and expenses related thereto,\nsubject to Section 8.2.\n\n                                       24\n\n\n \n                                  ARTICLE VI\n\n                         EQUITY AND OTHER COMPENSATION\n                         -----------------------------\n\n     6.1  Bonus Plan.  Employees of the Palm Business (including, for this\n          ----------\npurpose, any employees of 3Com who are designated as employees of the Palm\nBusiness for purposes of the Separation) shall cease their participation in the\n3Com Bonus Plan in the quarter ending prior to the Distribution Date (or such\nother date as 3Com and Palm may mutually agree). Any bonus pool, or portion\nthereof, that has been finally determined or accrued for under the 3Com Bonus\nPlan for the benefit of, or that is allocable to, employees of the Palm Business\n(including for this purpose, any employees of 3Com who are designated as\nemployees of the Palm Business for purposes of the Separation) shall be paid to\nsuch Employees pursuant to the terms and conditions of the 3Com Bonus Plan,\nexcept that such payment shall be made on the Distribution Date (or such other\ndate as 3Com and Palm may mutually agree). Effective as of the Distribution Date\n(or such other date as 3Com and Palm may mutually agree), Palm shall establish\nthe Palm Bonus Plan for Palm Employees and Palm Transferred Employees for Palm\nfiscal period(s) beginning on and after the Distribution Date (or such other\ndate as 3Com and Palm may mutually agree), to be administered by the\nCompensation Committee of the Palm Board of Directors.\n\n     6.2  Executive Bonus Plan.  Employees of the Palm Business (including, for\n          --------------------\nthis purpose, any employees of 3Com who are designated as employees of the Palm\nBusiness for purposes of the Separation) shall cease their participation in the\n3Com Executive Bonus Plan in the quarter ending prior to the Distribution Date\n(or such other date as 3Com and Palm may mutually agree). Any bonus pool, or\nportion thereof, that has been finally determined or accrued for under the 3Com\nExecutive Bonus Plan for the benefit of, or that is allocable to, employees of\nthe Palm Business (including for this purpose, any employees of 3Com who are\ndesignated as employees of the Palm Business for purposes of the Separation)\nshall be paid to such Employees pursuant to the terms and conditions of the 3Com\nBonus Plan, except that such payment shall be made on the Distribution Date (or\nsuch other date as 3Com and Palm may mutually agree). The 3Com Board of\nDirectors may, in its absolute discretion following the IPO, adjust the\nperformance and other factors applicable to any employee of the Palm Business\n(including, for this purpose, any employees of 3Com who are designated as\nemployees of the Palm Business for purposes of the Separation) under the 3Com\nExecutive Bonus Plan to reflect any changes in such employee's position, duties\nand responsibilities following the IPO in such equitable fashion as it shall\ndetermine. Effective as of the Distribution Date (or such other date as 3Com and\nPalm may mutually agree), Palm shall establish the Palm Executive Bonus Plan for\nPalm Employees and Palm Transferred Employees for Palm fiscal period(s)\nbeginning on and after the Distribution Date (or such other date as 3Com and\nPalm may mutually agree), to be administered by the Compensation Committee of\nthe Palm Board of Directors.\n\n                                       25\n\n\n \n     6.3  3Com Options.\n          ------------\n\n          (a)  Option Assumption by Palm. At the Distribution Date (or such\n               -------------------------\nother date as 3Com and Palm may mutually agree), each outstanding 3Com Option\nheld by Palm Transferred Employees, whether vested or unvested, shall be, in\nconnection with the Distribution, assumed by Palm. Each 3Com Option so assumed\nby Palm shall continue to have, and be subject to, the same terms and conditions\nset forth in the 3Com Stock Plans and as provided in the respective option\nagreements governing such 3Com Option as of the Distribution Date (or such other\ndate as 3Com and Palm may mutually agree), except that (i) such 3Com Option\nshall be exercisable for that number of whole shares of Palm common stock equal\nto the quotient of the number of shares of 3Com common stock that were issuable\nupon exercise of such 3Com Option as of the Distribution Date divided by the\nRatio, rounded down to the nearest whole number of shares of Palm common stock,\nand (ii) the per share exercise price for the shares of Palm common stock\nissuable upon exercise of such assumed 3Com Option shall be equal to the product\ndetermined by multiplying the exercise price per share of 3Com common stock at\nwhich such 3Com Option was exercisable as of the Distribution Date by the Ratio,\nrounded up to the nearest whole cent.\n\n          (b)  Assumption Criteria.  It is the intention of 3Com and Palm that\n               -------------------                                            \nthe assumption of 3Com Options by Palm pursuant to Subsection 6.3(a) meet the\nfollowing criteria: (i) the aggregate intrinsic value of the assumed 3Com\nOptions immediately after the assumption is not greater than such value\nimmediately before the assumption; (ii) with respect to each such assumed 3Com\nOption, the ratio of the exercise price per share to the Palm Stock Value of the\nassumed 3Com Options immediately after the assumption is not less than the ratio\nof the exercise price per share to the 3Com Stock Value immediately before the\nassumption; and (iii) the vesting and option term of the assumed 3Com Options\nshall not be changed.\n\n          (c)  Certain Non-U.S. Optionees.  Except as may otherwise be agreed\n               --------------------------                                      \nupon by 3Com and Palm and\/or as set forth in Schedule 6.3, this Section 6.3\nshall govern the treatment of 3Com Options held by non-U.S. Palm Transferred\nEmployees.\n\n     6.4  3Com Restricted Stock.\n          ---------------------\n\n          (a)  Forfeiture.  Except as otherwise specified herein and subject to\n               ----------                                                 \nthe terms of the applicable 3Com Stock Plans, on the Distribution Date, 3Com\nRestricted Stock (including any Palm common stock issued with respect to such\n3Com Restricted Stock in connection with the Distribution) held by Palm\nTransferred Employees shall be forfeited in accordance with the terms of the\napplicable 3Com Stock Plans.\n\n          (b)  Substitution.  Each Palm Employee who holds 3Com Restricted Stock\n               ------------\nshall receive Palm Restricted Stock at the Distribution Date (or such other date\nas 3Com and Palm may mutually agree), as more fully set forth in this Subsection\n6.4(b). The value of a Palm Employee's\n\n                                       26\n\n\n \nresulting Palm Restricted Stock award shall be substantially equivalent to the\nvalue of his or her forfeited 3Com Restricted Stock award (such value to be\nreasonably determined by Palm immediately before the Record Date, the\nDistribution Date (or such other date as 3Com and Palm may mutually agree)). The\nresulting Palm Restricted Stock shall vest under circumstances substantially\nidentical to the vesting conditions applicable to the corresponding 3Com\nRestricted Stock.\n\n          (c)  Certain Non U.S. Restricted Stock Holders.  Except as may\n               -----------------------------------------                       \notherwise be agreed upon by 3Com and Palm and\/or as set forth in Schedule 6.4,\nthis Section 6.4 shall govern the treatment of 3Com Restricted Stock held by \nnon-U.S. Palm Transferred Employees.\n\n     6.5  Stock Purchase Plan.  Through the Distribution Date, employees of the\n          -------------------\nPalm Business (including for this purpose any employee of 3Com who is designated\nas an employee of the Palm Business for purposes of the Separation) shall\ncontinue to be eligible for participation in the 3Com Stock Purchase Plan.\nEffective on or before the IPO (or such other date as 3Com and Palm may mutually\nagree), Palm shall sponsor a Stock Purchase Plan for the benefit of Palm\nEmployees and Palm Transferred Employees which shall be comparable in the\naggregate in all Material Features to the corresponding 3Com Stock Purchase\nPlan, except that the Palm Stock Purchase Plan shall limit the payroll\ndeductions that may be made by a participant thereunder, when cumulated with his\nor her payroll deductions under the 3Com Stock Purchase Plan, to an aggregate of\nten percent (10%) of his or her compensation (as such term is defined in the\n3Com and Palm Stock Purchase Plans).\n\n     6.6  Administrative Services.  To the extent not provided otherwise in this\n          -----------------------\nArticle, 3Com shall provide certain administrative services to Palm in\nconjunction with both the 3Com and Palm Bonus Plans, Executive Bonus Plan and\nStock Plans in such manner and for such period as 3Com and Palm may mutually\nagree. Palm shall reimburse 3Com for any and all direct and indirect costs and\nexpenses related thereto, subject to Section 8.2.\n\n                                       27\n\n\n \n                                  ARTICLE VII\n\n                           FRINGE AND OTHER BENEFITS\n                           -------------------------\n\n     7.1  Employee Assistance Program.  3Com shall use its commercially\n          ---------------------------\nreasonable best efforts for and on behalf of Palm to procure, effective as of\nthe Distribution Date (or such other date as 3Com and Palm may mutually agree),\na contract with Concern, which is comparable in the aggregate in all Material\nFeatures to 3Com's contract with Concern that provides for a Palm Employee\nAssistance Program. Palm shall not unreasonably withhold its consent to enter\ninto such contracts and\/or arrangements as procured by 3Com. Palm shall cease to\nbe a Participating Company in the 3Com Employee Assistance Program coincident\nwith Palm's establishment of the Palm Employee Assistance Program. Palm shall\nreimburse 3Com for any and all direct and indirect costs and expense associated\nwith its participation in the 3Com Employee Assistance Program and 3Com's\nprocurement of a contract or arrangement on behalf of Palm, subject to Section\n8.2.\n\n     7.2  Educational Assistance Program.  Effective as of the Distribution Date\n          ------------------------------\n(or such other date as Palm and 3Com may mutually agree), Palm shall provide a\nPalm Educational Assistance Program to Palm Employees which is comparable in the\naggregate in all Material Features to the 3Com Educational Assistance Program.\nPalm shall cease to be a Participating Company in the 3Com Educational\nAssistance Program coincident with Palm's establishment of the Palm Educational\nAssistance Program. At such time, any and all outstanding approved\nreimbursements under the 3Com Educational Assistance Program for Palm Employees\nshall be made by Palm. Furthermore, Palm shall reimburse 3Com for any and all\ndirect and indirect costs and expenses associated with its participation in the\n3Com Educational Assistance Program and 3Com's preparation of an Educational\nAssistance Program on behalf of Palm, subject to Section 8.2.\n\n     7.3  Credit Union.  3Com shall use its commercially reasonable best efforts\n          ------------\nto make the AEA Technology Credit Union available to Palm Employees on\nsubstantially similar terms and conditions as are offered to current employees\nof the 3Com Group, through such date as Palm and 3Com may mutually agree). 3Com\nshall use its commercially reasonable best efforts to make certain other credit\nunions are available to former Employees of Palm on substantially similar terms\nand conditions as offered to former employees of the 3Com Group, through such\ndate as Palm and 3Com may mutually agree). Palm shall reimburse 3Com for any and\nall direct and indirect costs and expenses related thereto, subject to Section\n8.2.\n\n     7.4  Cafeteria and Related Subsidies.  3Com shall continue to make its\n          -------------------------------\ncafeterias, vending machines, and other food or beverage provision facilities at\nthe 3Com Santa Clara campus (collectively, the \"Food Programs\"), available to\nPalm Employees on substantially similar terms and conditions as are offered to\nemployees of the 3Com Group, until the termination of the occupancy agreements\nbetween 3Com and Palm regarding Palm's occupancy of the 3Com Santa Clara campus\n\n                                       28\n\n\n \n(or such other date as 3Com and Palm may mutually agree). 3Com and Palm shall\nuse their commercially reasonable best efforts to mutually agree on the\nappropriate methods and\/or processes to ensure continued tax-favored status of\n3Com's Food Programs under the Code. To the extent not otherwise addressed in\nthe occupancy agreements, Palm shall reimburse 3Com for any and all direct and\nindirect costs and expenses associated with allowing Palm access to 3Com's Food\nPrograms, subject to Section 8.2.\n\n     7.5  Employee Product Discounts and Company Store.  3Com shall provide\n          --------------------------------------------\naccess to its Company Store until the termination of the occupancy agreements\nbetween 3Com and Palm at the 3Com Santa Clara campus (or such other date as 3Com\nand Palm may mutually agree). 3Com shall provide qualified employee discounts\navailable to Palm Employees on substantially similar terms and conditions as\nsuch discounts are made available to employees of the 3Com Group through the\nDistribution Date (or such other date as 3Com and Palm may mutually agree). To\nthe extent not otherwise addressed in the occupancy agreements, 3Com and Palm\nshall each reimburse the other for any and all direct and indirect cost and\nexpenses relating to the provision of qualified discounts and access to the\nCompany Store, subject to Section 8.2.\n\n     7.6  WellCom.  3Com shall continue to provide access to its gym and other\n          -------\nathletic facilities (collectively, the \"WellCom Program\") available to Palm\nEmployees on substantially similar terms and conditions as are offered to\nemployees of the 3Com Group until the termination of the occupancy agreements\nbetween 3Com and Palm regarding Palm's occupancy of the 3Com Santa Clara campus\n(or such other date as 3Com and Palm may mutually agree). To the extent not\notherwise addressed in the occupancy agreements, Palm shall reimburse 3Com for\nany and all direct and indirect costs and expenses associated with allowing Palm\naccess to 3Com's WellCom Program, subject to Section 8.2.\n\n     7.7  SOS Plan.  Effective as of the Distribution Date (or such other date\n          --------\nas Palm and 3Com may mutually agree), Palm shall provide an SOS Plan to Palm\nEmployees. Palm shall cease to be a Participating Company in the 3Com SOS Plan\ncoincident with Palm's establishment of the Palm SOS Plan (or, if none, Palm's\nwritten notice to 3Com of its withdrawal as a Participating Company in the 3Com\nSOS Plan). At such time, any and all outstanding approved matching charity\ncontributions under the 3Com SOS Plan for Palm Employees shall be made by Palm.\nFurthermore, Palm shall reimburse 3Com for any and all direct and indirect costs\nand expenses associated with its participation in the 3Com SOS Plan and 3Com's\npreparation of an SOS Plan on behalf of Palm, subject to Section 8.2.\n\n     7.8  Other Benefits.  To the extent that 3Com maintains, sponsors or\n          --------------\nprovides other fringe benefits specified in Schedule 7.8 to its eligible\nemployees, then 3Com shall, to the extent permitted by law, continue to make\nsuch benefits available to Palm Employees on substantially similar terms and\nconditions as are offered to the employees of the 3Com Group through the\nDistribution Date (or such other date upon which Palm and 3Com mutually agree).\nPalm shall reimburse 3Com for any and all direct and indirect costs and expenses\nassociated with, arising out of, or resulting from the provision of such other\nfringe benefits to its employees, subject to Section 8.2. Palm and 3Com\n\n                                       29\n\n\n \nagree to make commercially reasonable best efforts to mutually agree on whether,\nwhen, and on what terms any member of the Palm Group shall maintain, sponsor, or\noffer fringe benefits.\n\n     7.9  Administrative Services.  To the extent not provided otherwise in this\n          -----------------------\nArticle, 3Com shall provide certain administrative services to Palm in\nconjunction with both the 3Com and the Palm Fringe Benefit Plans in such manner\nand for such period as 3Com and Palm may mutually agree. Palm shall reimburse\n3Com for any and all direct and indirect costs and expenses related thereto,\nsubject to Section 8.2.\n\n                                       30\n\n\n \n                                 ARTICLE VIII\n\n                           ADMINISTRATIVE PROVISIONS\n                           -------------------------\n\n     8.1  Master Transitional Services Agreement.  On or prior to the Separation\n          --------------------------------------\nDate (or such other date as Palm and 3Com may mutually agree), 3Com and Palm may\nenter into a Master Transitional Services Agreement covering the provisions of\ninterim services, including financial, accounting, legal, benefits-related and\nother services by 3Com to Palm or, in certain circumstances, vice versa, if\nappropriate or necessary.\n\n     8.2  Payment of Liabilities, Plan Expenses and Related Matters.\n          ---------------------------------------------------------\n\n          (a)  Expenses and Costs Chargeable to a Trust.  Effective as of the\n               ----------------------------------------                        \nSeparation Date, Palm shall pay its share of any contributions made to any trust\nmaintained in connection with a 3Com Plan while Palm is a Participating Company\nin that 3Com Plan.\n\n          (b)  Contributions to Trusts.  With respect to 3Com Plans to which\n               -----------------------                                       \nPalm Employees and Palm Transferred Employees make contributions, 3Com shall use\nreasonable procedures to determine Palm Assets and Liabilities associated with\neach such Plan, taking into account such contributions, settlements, refunds and\nsimilar payments.\n\n          (c)  Administrative Expenses Not Chargeable to a Trust. Effective as\n               -------------------------------------------------               \nof the Separation Date, to the extent not charged pursuant to a Master\nTransitional Services Agreement (as contemplated by Section 8.1) or another\nAncillary Agreement, and to the extent not otherwise agreed to in writing by\n3Com and Palm, and to the extent not chargeable to a trust established in\nconnection with a 3Com Plan (as provided in paragraph (a)), Palm shall be\nresponsible, through either direct payment or reimbursement to 3Com in\naccordance with Section 5.3 of the Separation Agreement and\/or the Master\nTransitional Services Agreement, for its allocable share of actual third party\nand\/or vendor costs and expenses incurred by 3Com and additional costs and\nexpenses, subject to the methodology reasonably agreed upon by 3Com and Palm, in\nthe administration of (i) the 3Com Plans while Palm participates in such 3Com\nPlans, and (ii) the Palm Plans, to the extent 3Com procures, prepares,\nimplements and\/or administers such Palm Plans. To the extent not otherwise\ndeterminable through direct allocation of costs and expenses, Palm's allocable\nshare of such costs and expenses will be based on Palm Revenue as a percentage\nof total 3Com Revenue.\n\n          (d)  Allocation of Costs and Expenses.  Except as otherwise provided\n               --------------------------------\nin this Agreement, the Master Transitional Services Agreement, or in any\nunderlying transitional services schedule between 3Com and Palm (as contemplated\nin Section 8.1) relating to the Separation, the IPO, or the Distribution, all\ncosts and expenses of the parties hereto in connection with the Separation, the\nIPO (including underwriting discounts and commissions) and the Distribution and\ncosts and expenses of the parties hereto in connection with the Separation shall\nbe allocated between\n\n                                       31\n\n\n \nPalm and 3Com. Palm and 3Com shall each be responsible for their own internal\nfees, costs and expenses incurred in connection with the Separation, the IPO and\nthe Distribution.\n\n     8.3  Transitional Staffing Services.  3Com will provide certain\n          ------------------------------\ntransitional staffing services and other services as 3Com and Palm may mutually\nagree, as set forth on Schedule 8.3 (provided, however, for purposes of the\nWorkers' Compensation Plan (as set forth in Section 5.13) the Transitional\nStaffing Services Agreement for finance shall control) to Palm in such manner\nand for such period as 3Com and Palm may mutually agree. Palm shall reimburse\n3Com for any and all direct and indirect costs and expenses related thereto,\nsubject to Section 8.2.\n\n     8.4  Sharing of Participant Information.  In addition to the\n          ----------------------------------\nresponsibilities and obligations of 3Com and Palm specified in Exhibit I to the\nSeparation Agreement, 3Com and Palm shall share, or cause to be shared, all\nparticipant information that is necessary or appropriate for the efficient and\naccurate administration of each of the 3Com Plans and the Palm Plans during the\nrespective periods applicable to such Plans as Palm and 3Com may mutually\nagree). 3Com and Palm and their respective authorized agents shall, subject to\napplicable laws of confidentiality and data protection, be given reasonable and\ntimely access to, and may make copies of, all information relating to the\nsubjects of this Agreement in the custody of the other party or its agents, to\nthe extent necessary or appropriate for such administration.\n\n     8.5  Reporting and Disclosure Communications to Participants.  While Palm\n          -------------------------------------------------------\nis a Participating Company in the 3Com Plans, Palm shall take, or cause to be\ntaken, all actions necessary or appropriate to facilitate the distribution of\nall 3Com Plan-related communications and materials to employees, participants\nand beneficiaries, including (without limitation) summary plan descriptions and\nrelated summaries of material modification(s), summary annual reports,\ninvestment information, prospectuses, notices and enrollment material for the\n3Com Plans and Palm Plans. Palm shall reimburse 3Com for the costs and expenses\nrelating to the copies of all such documents provided to Palm, except to the\nextent such costs are charged pursuant to Section 8.2 (or are otherwise\naddressed in this Agreement) or pursuant to an Ancillary Agreement. Palm shall\nassist 3Com in complying with all reporting and disclosure requirements of\nERISA, including the preparation of Form Series 5500 annual reports for the 3Com\nPlans, where applicable.\n\n     8.6  Audits Regarding Vendor Contracts.  From the period beginning as of\n          ---------------------------------\nthe Separation Date and ending on such date as 3Com and Palm may mutually agree,\n3Com and Palm and their duly authorized representatives shall have the right to\nconduct joint audits with respect to any vendor contracts that relate to both\nthe 3Com Health and Welfare Plans and the Palm Health and Welfare Plans. The\nscope of such audits shall encompass the review of all correspondence, account\nrecords, claim forms, canceled drafts (unless retained by the bank), provider\nbills, medical records submitted with claims, billing corrections, vendor's\ninternal corrections of previous errors and any other documents or instruments\nrelating to the services performed by the vendor under the applicable vendor\ncontracts. 3Com and Palm shall agree on the performance standards, audit\nmethodology, auditing policy and quality measures, reporting requirements, and\nthe manner in which costs and expenses incurred in connection with such audits\nwill be shared.\n\n                                       32\n\n\n \n     8.7   Employee Identification Numbers. Until the Distribution Date (or such\n           -------------------------------\nother period as 3Com and Palm may mutually agree), 3Com and Palm shall not\nchange any employee identification numbers assigned by 3Com. 3Com and Palm\nmutually agree to establish a policy pursuant to which employee identification\nnumbers assigned to either employees of 3Com or Palm shall not be duplicated\nbetween 3Com and Palm.\n\n     8.8   Beneficiary Designation.  Subject to Section 8.11, all beneficiary\n           -----------------------\ndesignations made by Palm Employees and Palm Transferred Employees for the 3Com\nPlans shall be transferred to and be in full force and effect under the\ncorresponding Palm Plans, in accordance with the terms of each such applicable\nPalm Plan, until such beneficiary designations are replaced or revoked by the\nPalm Employees and Palm Transferred Employee who made the beneficiary\ndesignation.\n\n     8.9   Requests for IRS and DOL Opinions.  3Com and Palm shall make such\n           ---------------------------------\napplications to regulatory agencies, including the IRS and DOL, as may be\nnecessary or appropriate. Palm and 3Com shall cooperate fully with one another\non any issue relating to the transactions contemplated by this Agreement for\nwhich 3Com and\/or Palm elects to seek a determination letter or private letter\nruling from the IRS or an advisory opinion from the DOL.\n\n     8.10  Fiduciary Matters.  3Com and Palm each acknowledge that actions\n           -----------------\ncontemplated to be taken pursuant to this Agreement may be subject to fiduciary\nduties or standards of conduct under ERISA or other applicable law, and that no\nparty shall be deemed to be in violation of this Agreement if such party fails\nto comply with any provisions hereof based upon such party's good faith\ndetermination that to do so would violate such a fiduciary duty or standard.\n\n     8.11  Consent of Third Parties.  If any provision of this Agreement is\n           ------------------------\ndependent on the consent of any third party (such as a vendor) and such consent\nis withheld, 3Com and Palm shall use their commercially reasonable best efforts\nto implement the applicable provisions of this Agreement. If any provision of\nthis Agreement cannot be implemented due to the failure of such third party to\nconsent, 3Com and Palm shall negotiate in good faith to implement the provision\nin a mutually satisfactory manner.\n\n     8.12  3Com Intranet.  Through the Distribution Date (or such other date as\n           -------------\nPalm and 3Com may mutually agree), 3Com shall make its 3Community intranet site\navailable to Palm Employees on substantially the same terms as such intranet\nsite is made available to 3Com Employees. Palm shall reimburse 3Com for any and\nall costs and expenses related to making its intranet site available to Palm\nEmployees, subject to the Master Transitional Services Agreement. 3Com and Palm\nshall use their commercially reasonable best efforts to mutually agree on the\nappropriate methods by which Palm shall establish its own intranet site.\n\n     8.13  Tax Cooperation.  In connection with the interpretation and\n           ---------------\nadministration of this Agreement, 3Com and Palm shall take into account the\nagreements and policies established pursuant to the Separation Agreement and the\nparties' intent to qualify the Distribution as a tax-free reorganization under\nCode Sections 355 and 368(a)(1)(D).\n\n                                       33\n\n\n \n                                  ARTICLE IX\n\n                           EMPLOYMENT-RELATED MATTERS\n                           --------------------------\n\n     9.1  Terms of Palm Employment.  All basic terms and conditions of\n          ------------------------\nemployment for Palm Employees and Palm Transferred Employees including, without\nlimitation, their pay and benefits in the aggregate, shall, to the extent\nlegally and practicably possible, remain substantially the same through the\nDistribution Date as the terms and conditions that were in place when the Palm\nEmployee or Palm Transferred Employee was employed by the 3Com Group, as\napplicable. Notwithstanding the foregoing, Palm Employees and Palm Transferred\nEmployees shall be required to execute a new agreement regarding confidential\ninformation and proprietary developments in a form approved by Palm by the\nSeparation Date. In addition, nothing in the Separation Agreement, this\nAgreement, or any Ancillary Agreement should be construed to change the at-will\nstatus of the employment of any of the employees of the 3Com Group or the Palm\nGroup. \n\n     9.2  HR Data Support Systems.  3Com shall provide human resources data\n          -----------------------\nsupport for Palm Employees and Palm Transferred Employees through December 31,\n2000 (or such other period as 3Com and Palm may mutually agree). Palm agrees to\nfully reimburse 3Com for any and all direct and indirect costs and expenses\nassociated with its use of the 3Com human resources data support systems,\nsubject to Section 8.2. In the event that 3Com and Palm agree to extend the time\nperiod beyond December 31, 2000, then the costs and expenses will be computed in\naccordance with Section 8.2; provided, however, an additional ten percent (10%)\ncharge will be incurred by Palm. 3Com and Palm each reserves the right to\ndiscontinue Palm's access to any 3Com human resources data support systems with\nsixty (60) days notice (or such other period as 3Com and Palm may mutually\nagree).\n\n     9.3  Non-Solicitation of Employees.  Subject to Section 5.12 of the\n          -----------------------------\nSeparation Agreement, 3Com and Palm each agree not to solicit or recruit,\nwithout the other party's express written consent, the other party's employees\nfor a period of two (2) years following the Distribution Date. To the extent\nthis prohibition is waived, any recruitment efforts by either 3Com or Palm\nduring the period of two (2) years after the Distribution Date shall be\ncoordinated with each party's Senior Vice President of Human Resources or his or\nher designate and appropriate management. Notwithstanding the foregoing, this\nprohibition on solicitation does not apply to actions taken by a party either:\n(a) solely as a result of an employee's affirmative response to a general\nrecruitment effort carried out through a public solicitation or general\nsolicitation, or (b) as a result of an employee's initiative.\n\n     9.4  Employment of Employees with U.S. Work Visas.  Palm Employees with\n          --------------------------------------------\nU.S. work visas authorizing them to work for Palm will continue to hold work\nauthorization for the Palm Group after the Separation Date. Palm will request\namendments to the nonimmigrant visa status of Palm Employees and Palm\nTransferred Employees with U.S. work visas authorizing them to work for 3Com,\nexcluding the Palm Group, to request authorization to work for Palm.\n\n                                       34\n\n\n \n     9.5  Confidentiality and Proprietary Information.  No provision of the\n          -------------------------------------------\nSeparation Agreement or any Ancillary Agreement shall be deemed to release any\nindividual for any violation of the 3Com non-competition guideline or any\nagreement or policy pertaining to confidential or proprietary information of any\nmember of the 3Com Group, or otherwise relieve any individual of his or her\nobligations under such non-competition guideline, agreement, or policy.\n\n     9.6  PTO.  Effective as of the Separation Date (or such other date as 3Com\n          ---\nand Palm may mutually agree), Palm shall establish the Palm PTO Plan which shall\nbe comparable in the aggregate in all Material Features to the 3Com PTO Plan.\nEffective as soon as administratively practicable after the Separation Date (or\nsuch other date as 3Com and Palm may mutually agree), 3Com shall transfer to\nPalm all data and information relating to the 3Com PTO Plan. Effective as soon\nas administratively practicable following the Separation Date (or such other\ndate as 3Com and Palm may mutually agree), Palm shall assume all Liabilities\nattributable to Palm Employees under the 3Com PTO Plan. In the event that a 3Com\nEmployee or Palm Employee transfers his or her employment to the other party\nbefore the Distribution Date, such transfer of employment shall not result in a\npayout or constitute a termination event for purposes of the PTO Plan, and no\nduplication of benefits shall occur as a result of any such transfer of\nemployment between 3Com and Palm. Furthermore, the Liability attributable to any\nPalm Employee or 3Com Employee who transfers employment between 3Com and Palm\nprior to the Distribution Date shall be assumed by the employer subsequent to\nthe transfer.\n\n     9.7  Personnel Records.  Subject to applicable laws on confidentiality and\n          -----------------\ndata protection, 3Com shall deliver to Palm prior to the Distribution Date (or\nsuch other date as 3Com and Palm may mutually agree), personnel records of Palm\nEmployees and Palm Transferred Employees to the extent such records relate to\nPalm Employees' and Palm Transferred Employees' active employment by, leave of\nabsence from, or termination of employment with Palm. Palm shall fully reimburse\n3Com for any and all direct and indirect costs and expenses associated with such\ndelivery, subject to Section 8.2.\n\n     9.8  Medical Records.  Subject to applicable laws on confidentiality and\n          ---------------\ndata protection, 3Com shall deliver to Palm prior to the Distribution Date (or\nsuch other date as 3Com and Palm may mutually agree), medical records of Palm\nEmployees and Palm Transferred Employees to the extent such records (a) relate\nto Palm Employees' and Palm Transferred Employees' active employment by, leave\nof absence from, or termination of employment with Palm, and (b) are necessary\nto administer and maintain employee benefit plans, including Health Plans and\nWorkers' Compensation Plan and for determining eligibility for paid and unpaid\nLeaves of Absence for medical reasons. Palm shall fully reimburse 3Com for any\nand all direct and indirect costs and expenses associated with such delivery,\nsubject to Section 8.2.\n\n     9.9  Unemployment Insurance Program.\n          ------------------------------\n\n         (a)  Claims Administration Through Distribution Date.  Unless otherwise\n              -----------------------------------------------\ndirected by Palm, 3Com shall use its commercially reasonable best efforts to\ncause Palm to receive service from 3Com's third party unemployment insurance\nadministrator through the Distribution Date (or\n\n                                       35\n\n\n \nsuch other date as 3Com and Palm may mutually agree). Palm shall reimburse 3Com\nfor its allocable share of fees paid and related costs and expenses by 3Com to\nits third party unemployment insurance administrator for services rendered\nduring such period, pursuant to the Master Transitional Services Agreement. Palm\nshall cooperate with the unemployment insurance administrator by providing any\nand all necessary or appropriate information reasonably available to Palm.\n\n           (b)  Claim Administration Post-Distribution Date.  Before the \n                -------------------------------------------   \nDistribution Date, 3Com shall use its commercially reasonable best efforts for\nand on behalf of Palm to procure an agreement with its third party unemployment\ninsurance administrator comparable in the aggregate in all Material Features to\nthe 3Com third party unemployment insurance agreement, including, without\nlimitation, administration of all unemployment compensation claims of Palm\nTransferred Employees and Palm Employees, regardless of whether such claims were\nfiled before, on, or after the Distribution Date. Palm shall not unreasonably\nwithhold its consent to adopt such an agreement with such administrator. Palm\nshall reimburse 3Com for any and all direct and indirect costs and expenses\nassociated with such procurement, subject to the Master Transitional Services\nAgreement.\n\n     9.10  Non-Termination of Employment; No Third-Party Beneficiaries.  No\n           -----------------------------------------------------------\nprovision of this Agreement, the Separation Agreement, or any Ancillary\nAgreement shall be construed to create any right or accelerate entitlement to\nany compensation or benefit whatsoever on the part of any Palm Employee, Palm\nTransferred Employee or other former, present or future employee of 3Com or Palm\nunder any 3Com Plan or Palm Plan or otherwise. Without limiting the generality\nof the foregoing: (a) neither the Distribution or Separation, nor the\ntermination of the Participating Company status of Palm or any member of the\nPalm Group shall cause any employee to be deemed to have incurred a termination\nof employment; and (b) no transfer of employment between 3Com and Palm before\nthe Distribution Date shall be deemed a termination of employment for any\npurpose hereunder.\n\n     9.11  Employment Litigation.\n           ---------------------\n\n           (a)  Claims to be Transferred to Palm and\/or Jointly Defended by 3Com\n                ----------------------------------------------------------------\nand Palm. On or before the Separation Date, 3Com and Palm will enter into a\n--------\nwritten agreement that specifies the legal responsibility and accompanying\nLiability for identified claims of Palm.\n\n           (b)  Unscheduled Claims. Palm shall have the sole responsibility for\n                ------------------                                         \nall employment-related claims regarding Palm Employees and Palm Transferred\nEmployees that exist, or come into existence, on or after the Separation Date\nrelating to, arising out of, or resulting from their employment with the Palm\nBusiness or the Palm Group.\n\n                                       36\n\n\n \n                                   ARTICLE X\n\n                               GENERAL PROVISIONS\n                               ------------------\n\n     10.1  Effect if Separation, IPO and\/or Distribution Does Not Occur. Subject\n           ------------------------------------------------------------\n\nto Section 10.10, if the Separation, IPO and\/or Distribution does not occur,\nthen all actions and events that are, under this Agreement, to be taken or occur\neffective as of the Separation Date, IPO, and\/or Distribution Date, or otherwise\nin connection with the Separation, IPO and\/or Distribution, shall not be taken\nor occur except to the extent specifically agreed by Palm and 3Com.\n\n     10.2  Relationship of Parties.  Nothing in this Agreement shall be deemed\n           ------------------------\nor construed by the parties or any third party as creating the relationship of\nprincipal and agent, partnership or joint venture between the parties, the\nunderstanding and agreement being that no provision contained herein, and no act\nof the parties, shall be deemed to create any relationship between the parties\nother than the relationship set forth herein.\n\n     10.3  Affiliates.  Each of 3Com and Palm shall cause to be performed and\n           -----------\nhereby guarantee the performance of any and all actions of the 3Com Group or the\nPalm Group, respectively.\n\n     10.4  Incorporation of Separation Agreement Provisions.  The following\n           -------------------------------------------------\nprovisions of the Separation Agreement are hereby incorporated herein by\nreference, and unless otherwise expressly specified herein, such provisions\nshall apply as if fully set forth herein (references in this Section to an\n\"Article\" or \"Section\" shall mean Articles or Sections of the Separation\nAgreement, and, except as expressly set forth below, references within the\nmaterial incorporated herein by reference shall be references to the Separation\nAgreement): Section 5.4 (relating to Agreement for Exchange of Information);\nSection 5.9 (relating to Dispute Resolution); Section 5.11 (relating to No\nRepresentation or Warranty); and Article V (relating to Covenants and Other\nMatters).\n\n     10.5  Governing Law.  To the extent not preempted by applicable federal\n           -------------\nlaw, including, without limitation, ERISA, the Code and applicable securities\nlaws, this Agreement shall be governed by, construed and interpreted in\naccordance with the laws of the State of California, irrespective of the choice\nof law principles of the State of California, as to all matters, including\nmatters of validity, construction, effect, performance and remedies.\n\n     10.6  Assignment.  This Agreement shall inure to the benefit of and be\n           -----------\nbinding upon the parties hereto and their respective legal representatives and\nsuccessors, and nothing in this Agreement, express or implied, is intended to\nconfer upon any other Person any rights or remedies of any nature whatsoever\nunder or by reason of this Agreement. This Agreement may be enforced separately\nby each member of the 3Com Group and each member of the Palm Group. Neither\nparty may assign this Agreement or any rights or obligations hereunder, without\nthe prior written consent of the other party, and any such assignment shall be\nvoid; provided, however, either party may assign this Agreement to a successor\nentity in conjunction with such party's reincorporation.\n\n                                       37\n\n\n \n     10.7  Severability.  If any term or other provision of this Agreement is\n           ------------\ndetermined to be invalid, illegal or incapable of being enforced by any rule of\nlaw or public policy, all other conditions and provisions of this Agreement\nshall nevertheless remain in full force and effect so long as the economic or\nlegal substance of the transactions contemplated hereby is not affected in any\nmanner materially adverse to either party. Upon such determination that any term\nor other provision is invalid, illegal or incapable of being enforced, the\nparties hereto shall negotiate in good faith to modify this Agreement so as to\neffect the original intent of the parties as closely as possible and in an\nacceptable manner to the end that transactions contemplated hereby are fulfilled\nto the fullest possible extent.\n\n     10.8  Interpretation.  The headings contained in this Agreement or any\n           --------------\nSchedule hereto and in the table of contents to this Agreement are for reference\npurposes only and shall not affect in any way the meaning or interpretation of\nthis Agreement. Any capitalized term used in any Schedule but not otherwise\ndefined therein shall have the meaning assigned to such term in this Agreement.\nWhen a reference is made in this Agreement to an Article, Section or Schedule,\nsuch reference shall be to an Article of, Section of, or Schedule to this\nAgreement unless otherwise indicated.\n\n     10.9  Amendment.  The Board of Directors of Palm and 3Com may mutually\n           ---------\nagree to amend the provisions of this Agreement at any time or times, for any\nreason, either prospectively or retroactively, to such extent and in such manner\nas the Boards mutually deem advisable. Each Board may delegate its amendment\npower, in whole or in part, to one or more Persons or committees as it deems\nadvisable. The Senior Vice President, Human Resources of 3Com and the functional\nequivalent of Palm have full power and authority to mutually adopt an amendment\nto this Agreement (subject to each of their authority to amend Plans). No change\nor amendment will be made to this Agreement, except by an instrument in writing\nsigned by authorized individuals.\n\n     10.10  Termination.  This Agreement may be terminated and the Distribution\n            -----------\nabandoned at any time prior to the IPO Closing Date by and in the sole\ndiscretion of 3Com without the approval of Palm. This Agreement may be\nterminated at any time after the IPO Closing Date and before the Distribution\nDate by mutual consent of 3Com and Palm. In the event of termination pursuant to\nthis Section, no party shall have any liability of any kind to the other party.\n\n     10.11  Conflict.  In the event of any conflict between the provisions of\n            --------\nthis Agreement and the Separation Agreement, any Ancillary Agreement, or Plan,\nthe provisions of this Agreement shall control.\n\n     10.12  Counterparts.  This Agreement, including the Schedules hereto and\n            ------------\nthe other documents referred to herein, may be executed in counterparts, each of\nwhich shall be deemed to be an original, but all of which together shall\nconstitute one and the same agreement.\n\n                                       38\n\n\n \n     IN WITNESS WHEREOF, each of the parties have caused this Agreement to be\nexecuted on its behalf by its officers thereunto duly authorized on the day and\nyear first above written.\n\n\n                                    3COM CORPORATION\n\n\n                                    By:_________________________________________\n\n                                    Name:_______________________________________\n\n                                    Title:  Chairman and Chief Executive Officer\n\n\n\n                                    PALM, INC.\n\n\n                                    By:_________________________________________\n\n                                    Name:_______________________________________\n\n                                    Title:\n\n                                       39\n\n\n \n                                 SCHEDULE 2.7\n\n                                 FOREIGN PLANS\n                                 -------------\n                                        \n                         [BAKER &amp; McKENZIE TO PROVIDE]\n\n                                      -i-\n\n\n \n                                SCHEDULE 5.1(a)\n\n                         PALM HEALTH AND WELFARE PLANS\n                         -----------------------------\n                                        \n     Palm Health Plans:\n     -  Aetna US Healthcare Exclusive Provider Organization (EPO)\n     -  Aetna US Healthcare Preferred Provider Organization (PPO)\n     -  Aetna US Healthcare Out-of-Area Plan\n     -  Kaiser HMO\n     -  MetLife Dental Plan\n     -  Vision Service Plan\n     Palm Welfare Plans\n     Group Life Plan\n     AD&amp;D Plan\n     Severance Plan\n     Sabbatical Plan\n     Disability Plans\n     Business Travel Accident Insurance\n     Section 125 Plan\n     Leave of Absence Programs and FMLA\n     3Com Workers' Compensation Plan\n\n                                     -ii-\n\n\n \n                               SCHEDULE 5.1(c)(i)\n\n                                THIRD PARTY ASO\n                                ---------------\n\n                          [BAKER &amp; McKENZIE TO REVIEW]\n\n\n\n     Aetna US Healthcare Medical Plans\n     MetLife Dental Plans\n     Matrix Short-Term Disability Plan Administrator\n\n                                     -iii-\n\n\n \n                              SCHEDULE 5.1(c)(ii)\n\n                            GROUP INSURANCE POLICIES\n                            ------------------------\n\n                          [BAKER &amp; McKENZIE TO REVIEW]\n\n\n\n     Prudential Life Insurance\n     Prudential LTD Insurance\n     The Hartford Accidental Death and Dismemberment (AD&amp;D) Insurance\n     The Hartford Business Travel Accident (BTA) Insurance\n\n                                     -iv-\n\n\n \n                              SCHEDULE 5.1(c)(iii)\n\n                                 HMO AGREEMENT\n                                 -------------\n\nKaiser HMO\n\n                                      -v-\n\n\n \n                                SCHEDULE 5.2(a)\n\n                         3COM HEALTH AND WELFARE PLANS\n                         -----------------------------\n\n3Com Health Plans:\n-  Aetna US Healthcare Exclusive Provider Organization (EPO)\n-  Aetna US Healthcare Preferred Provider Organization (PPO)\n-  Aetna US Healthcare Out-of-Area Plan\n-  Harvard Pilgrim Health Care HMO\n-  HMO Illinois\n-  Kaiser HMO\n-  MetLife Dental Plan\n-  Vision Service Plan\n3Com Welfare Plans\nGroup Life Plan\nAD&amp;D Plan\nSeverance Plan\nSabbatical Plan\nDisability Plans\nBusiness Travel Accident Insurance\nLong-Term Care Plan\nSection 125 Plan\nLeave of Absence Programs and FMLA\nWorkers' Compensation Plan\n\n                                     -vi-\n\n\n \n                                  SCHEDULE 6.3\n\n                     OPTIONS HELD BY CERTAIN NON-U.S. PALM\n                             TRANSFERRED EMPLOYEES\n                             ---------------------\n\nUnited Kingdom\n--------------\n\n     Notwithstanding anything in Subsection 6.3(a) to the contrary, and unless\notherwise mutually agreed by 3Com and Palm, United Kingdom (\"UK\") approved 3Com\nOptions held by Palm Employees shall not be eligible for assumption by Palm;\nsuch 3Com Options shall remain exercisable in accordance with the terms of the\napplicable 3Com Stock Plan, and the exercise price and the number of shares of\n3Com common stock relating to such 3Com Options shall not be adjusted by 3Com in\nconnection with the Distribution.  UK Palm Transferred Employees who (i) are\nactively employed by or on a leave of absence from, the Palm Group as of the\nDistribution Date, and (ii) hold such 3Com Options shall receive additional Palm\nStock Options as of the Distribution Date for a number of shares of Palm common\nstock and with exercise prices that are reasonably determined by Palm to provide\na value which, when added to the value of such 3Com Options immediately after\nthe Distribution Date, provides, in the aggregate, a value that is substantially\nequivalent to the value of such 3Com Options immediately prior to the\nDistribution Date.\n\n                                     -vii-\n\n\n \n                                  SCHEDULE 6.4\n\n                         3COM RESTRICTED STOCK HELD BY\n                      NON-U.S. PALM TRANSFERRED EMPLOYEES\n                      -----------------------------------\n                                        \n\n                                      NONE\n\n                                    -viii-\n\n\n \n                                  SCHEDULE 7.8\n\n                             OTHER FRINGE BENEFITS\n                             ---------------------\n\n\n     Financial Engines Retirement Web Advisor\n     Hyatt Legal\n     MetLife Group Auto and Home Insurance\n     Human Resources Education and Development Program\n     International SOS Assistance (travel protection)\n     Outplacement Services\n     Training\n\n                                     -ix-\n\n\n \n                                  SCHEDULE 8.3\n\n                         TRANSITIONAL STAFFING SERVICES\n                         ------------------------------\n\n\n     AA\/EEO\n     Advertising Agencies\n     Alternative Workforce (e.g. temporary hires)\n     Background Checking Administration\n     Benefits Program Consulting\n     Events\/Trade Shows\n     Expatriate Administration\n     I-9\n     Outplacement Services\n     Relocation Services Administration\n     Web Databases\n     Other programs as 3Com and Palm may mutually agree\n\n                                      -x-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6537,8451],"corporate_contracts_industries":[9508,9509],"corporate_contracts_types":[9622,9628],"class_list":["post-43387","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3com-corp","corporate_contracts_companies-palm-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_industries-technology__networking","corporate_contracts_types-planning","corporate_contracts_types-planning__separation"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43387","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43387"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43387"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43387"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43387"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}