3Com Code of Ethics


Code of Ethics and Business Conduct

3Com has always maintained high professional and ethical standards of business conduct. 3Com Values are the guiding principles for our behavior toward customers, suppliers and each other. Doing business as a Values-based organization not only enhances our credibility and reputation as a company, but also provides an environment of respect and support for one another. Consistent with our Values, it is essential that we conduct our business in accordance with the highest ethical principles and comply with all applicable laws, regulations and Company policies.

To clarify and illustrate the standards of business conduct expected from persons who act on behalf of the Company, we are reaffirming the guidelines in this Code of Ethics and Business Conduct. As part of our periodic review process, we have revised the Code to reflect current best practices as well as changes required by recent corporate governance reforms in the United States.

This Code is intended to confirm the Company's commitment to lawful and ethical business conduct, to establish clear rules governing our behavior and to assist employees in exercising good judgment when carrying out their responsibilities. The Company's success is due in large part to the integrity of our employees, agents and partners. We all have a duty to honor the policies and principles contained in this Code and stay true to our Values.

Robert Mao
Chief Executive Officer
3Com Corporation


Policy Statement:

3Com Corporation (together with its subsidiaries, "3Com" or the "Company") has adopted this Code of Ethics and Business Conduct (the "Code") to guide the Company's officers, directors, employees and agents ("representatives") in making decisions in conducting business on behalf of 3Com. It is 3Com's policy to conduct its business in accordance with the highest moral and ethical principles and to comply with all applicable laws and regulations on a worldwide basis. 3Com's credibility and reputation are dependent upon the actions of its representatives. Therefore, it is the duty of all 3Com representatives to abide by the values, policies and laws which guide 3Com's business. Representatives are also expected to refrain from any conduct outside of business hours that may embarrass or discredit 3Com or negatively impact its reputation.

It is the purpose of this Code to present a clear statement of the minimum standards of behavior expected from all persons who act on behalf of the Company. This Code is not intended to reduce or limit other requirements that the Company has implemented governing the behavior of its representatives. In addition to the guidelines set forth in this Code, the Company has established a number of other policies and procedures governing the behavior of its representatives including policies governing the employment relationship. These policies and procedures may be accessed via the 3Community website. Employees are expected to read and understand all of the Company's policies and procedures, and act in accordance with them at all times. Violations of this Code or of other policies, principles and procedures may result in disciplinary action up to and including termination.

This Code cannot address all possible situations that may arise. Employees are encouraged to seek advice and guidance from their managers or the Human Resources Department should questions arise. The Company has also appointed its Chief Administrative and Legal Officer as the Chief Compliance Officer, so representatives should also contact the Chief Compliance Officer or the Legal Department with any questions or issues. If anonymity is preferred, you may contact the 3Com Ethics and Compliance Line at 1-877-FOR-ETHICS (1-877-367-3844) with any questions or concerns. This is an international toll-free number and international callers should use the country specific access codes located on 3Community. Employees in the People's Republic of China ("PRC") may use the following numbers--10-800-711-0660 or 10-800-110-0607.

Every 3Com representative is expected to exercise sound and mature judgment in all business relationships, maintain the highest standards of business integrity, and adhere to the standards of conduct provided in this Code.


Our Work Environment:

Equal Employment Opportunity
Every employee at 3Com is an important contributor to the Company's success. 3Com believes that a high-quality, diverse and motivated workforce is the key to maintaining its competitive advantage. The Company is committed to providing equal employment opportunities for all applicants and employees. 3Com does not unlawfully discriminate on the basis of race, color, religion, sex (including pregnancy, childbirth, or pregnancy related disabilities), sexual orientation, national origin, ancestry, age, disability, military status or any other basis protected by applicable laws. This policy applies to all areas of employment including recruitment, hiring, training, promotion, compensation, benefits, social and recreational programs, transfers and separation.

Safety and Security
3Com is committed to providing employees with a work environment that is safe, secure and free of violence. Employees are expected to support this goal by adhering to access control practices, wearing Company identification, escorting visitors and reporting to Security all unauthorized or suspicious activity and persons.

Policy Against Harassment
3Com is committed to providing a workplace free of sexual harassment, as well as harassment based on such factors as race, color, religion, national origin, ancestry, age, disability, sexual orientation or any other basis protected by applicable laws. Each employee is responsible for maintaining a professional working environment that is free of comments, jokes or behavior that could reasonably be perceived as harassing. Any incident of perceived harassment should be reported promptly to a direct supervisor, any other member of management, or the Human Resources Department. It may also be reported through the 3Com Ethics and Compliance Line at 1-877-FOR-ETHICS (1-877-367-3844), or directly to the Chief Compliance Officer. Employees in the PRC may use the following numbers--10-800-711-0660 or 10-800-110-0607. A detailed statement of the Company's policy against harassment can be found on 3Community.

Drug-Free Workplace
It is the intent of the Company to maintain a workplace that is free of drugs and alcohol. The Company specifically prohibits the following:

  • The unauthorized use, possession, purchase, sale, manufacture, distribution, transportation or dispensation of illegal drugs or other controlled substances;
  • The abuse of any legal drug, or the purchase, sale, manufacture, distribution, transportation or dispensation of any legal prescription drug in a manner inconsistent with applicable law;
  • Being under the influence of alcohol, illegal drugs, or other controlled substances while on Company premises or on Company business; or
  • Working while impaired by the use of a legal drug whenever such impairment might endanger the safety of the employee or another person, pose a risk of significant damage to Company property, or substantially interfere with the employee's job performance.

If a supervisor or manager has a reasonable suspicion that an employee is working in an impaired condition or otherwise engaging in conduct that violates this guideline, the employee may be required to take a drug test.

The possession or use of knives, firearms, or any objects designed to propel or discharge a projectile, is prohibited on Company property, in a Company owned or provided vehicle, or at anytime while on Company business or at a Company sponsored event. Firearms, for purposes of this guideline, include, but are not limited to, any caliber handgun, shotgun, rifle, BB or pellet gun and any models, look-alikes or replicas of the same. The possession and use of detonating or exploding devices, or fireworks are also prohibited, unless prior authorization is granted by the Worldwide Safety and Security Director. These guidelines apply to all employees as well as other persons on Company premises with the exception of individuals who are required by law to carry a weapon, law enforcement personnel acting within the scope of their ascribed duties, or individuals who are expressly authorized by 3Com to carry a weapon.

Conflicts of Interest:

A conflict of interest occurs when the interests of any representative are contrary to or reasonably likely to interfere with the business interests of the Company. 3Com's representatives are expected to perform their duties honestly, objectively and in the best interests of 3Com. They are expected to be free from any interest, influence or relationship which could reasonably conflict, or appear to conflict, with the best interests of the Company, their duties or the effectiveness of their performance. Representatives must avoid any action or association which interferes, or could reasonably be expected to interfere, with their best judgment in the performance of their duties and other actions affecting the Company.

The following are examples of business practices that may constitute or give rise to conflicts of interest:

  • Engaging in personal business or performing paid or unpaid work for others in a field of interest to 3Com.
  • Using the Company's labor or proprietary or confidential information for personal gain or to the Company's detriment.
  • Acting on any Company matter in which the representative's personal interests (or those of any person or entity other than 3Com) could affect their business judgment.
  • Representing or purporting to represent 3Com in an outside activity unless 3Com has explicitly authorized the representative to act on behalf of 3Com in that activity.
  • Serving on the Board of Directors, Customer Advisory Board or Technical Board, or any comparable advisory group or committee, of any competitor of 3Com.

Serving on the Board of Directors, Customer Advisory Board or Technical Board or any comparable advisory group or committee of any supplier, vendor, partner or customer of 3Com may constitute or give rise to conflicts of interest and must be approved in advance as follows: (i) as to a director or an executive officer (which includes without limitation, for purposes of this Code, 3Com's principal executive, financial and accounting officers), by the Board of Directors and (ii) in all other cases, by the Chief Compliance Officer.

Personal Financial Interests
A representative must not have any financial interest in (including, without limitation the borrowing or lending of funds or property) any 3Com supplier, vendor, customer, competitor or any other entity affiliated with 3Com, except that a representative may own:

  • up to one percent of the total outstanding shares or units of a security traded on a public market (other than securities of a company that was formerly an owner of at least 15% of the interests in one or more of 3Com's subsidiaries (e.g., former joint venture partner)("Former Partner"));
  • up to five percent of a private company (other than a Former Partner), provided such interest is promptly disclosed to the Lead Independent Director (in the case of directors or executive officers) or to the Chief Compliance Officer (in all other cases); and
  • up to one percent of a Former Partner solely if and to the extent such financial interests were acquired at a time when the Former Partner was an actual owner of equity interests in or one or more of 3Com's subsidiaries.

A representative may not engage in a relationship with a member of the financial community that creates or appears to create any conflict with the interests of the Company.

Any exception to the above must be approved by the Board of Directors or the Chief Compliance Officer pursuant to the provisions of the Waivers and Amendments section below. Any questions regarding actual, potential or perceived conflicts of interest should be directed immediately to the Chief Compliance Officer or the Legal Department.

Technology Use and Privacy:

3Com provides various technology resources to employees to assist them in performing their job duties for the Company. Employees shall have no expectation of privacy relating to their use of the Company's technology resources. 3Com reserves the right to access, monitor, store, intercept, retrieve and view information relating to any and all usage of the Company's technology resources, including, without limitation, the email files of employees, at its discretion with or without notice. Each employee has the responsibility to use the Company's technology in a manner that protects 3Com's business interests and is respectful of other employees.

Technology Resources
Technology resources include all electronic devices, software and means of electronic communication, including, but not limited to, personal computers and workstations; computer hardware such as disk drives and tape drives; peripheral equipment such as printers, modems, fax machines, and copiers; computer software applications and associated files and data, including software that grants access to external services, such as the Internet; electronic mail; instant messaging; telephones; cellular phones; pagers; handheld organizers and other devices; and voicemail systems.

Use of Technology Resources
The Company's technology resources are to be used by employees primarily for the purpose of conducting Company business. Employees may, however, make use of the Company's technology resources for incidental personal uses provided such use is reasonable, does not interfere with the employee's duties, does not conflict with the Company's business, and does not violate any Company policy or practice. Employees are expressly prohibited from using the Company's technology resources to transmit, receive, or store any information that is discriminatory, harassing, threatening, or defamatory in any way, or that in any way violates the Company's policy against harassment.

Employees have a responsibility to maintain and enhance the Company's public image and to use the Internet in a productive manner. Employees may not use the Company's technology resources to access, download, or view information or materials on the Internet containing or referencing offensive or inappropriate materials, including, without limitation, sexually-oriented materials and gambling and/or gaming web sites. Use of the Company's Internet/Email to post written communications about the Company or the Company's employees in a public forum (i.e. postings, message boards, chat rooms or blogging) that could reveal confidential or proprietary information or damage the Company's reputation or its employees' reputations is strictly prohibited. Similarly, use of one's private access to the Internet or private email, even if occurring outside of work hours or outside the Company's premises, to make written communications about the Company or its employees in a public forum that could reveal confidential or proprietary information or damage the Company's reputation or its employees' reputation is strictly prohibited. Employees are further reminded that they may be subject to confidentiality or non-disclosure agreements which might be breached by the content of an Internet posting or email.

Prohibition Against Violating Copyright Laws
Employees may not use the Company's technology resources to copy, retrieve, forward or send copyrighted materials unless such use is authorized.

Software Use and License Restrictions
Employees are prohibited from installing or using software that has not been duly paid for and licensed appropriately. Employees may not load any software on the Company's computers, by any means of transmission, unless authorized in advance by the Company's Information Technology Department.

Protecting Company Assets:

In 3Com's competitive environment, protection of the Company's assets is crucial and any loss, theft or misuse of assets has a negative impact on the Company's business. Representatives are expected to protect 3Com's assets and ensure that they are used for legitimate business purposes. 3Com's assets include not only physical property but also proprietary information, which includes, but is not limited to, business and strategic plans; new product plans; marketing and sales plans; financial plans and data; intellectual property; internal databases; customer lists; technical data; organization charts; employee directories; compensation information and other trade secrets. Representatives are required to access and use proprietary information solely for legitimate business purposes and in the scope of their duties. Representatives must exercise good judgment and adhere to the highest ethical standards when using or transmitting proprietary information. Such information must not be disclosed unless subject to a non-disclosure agreement approved by the Legal Department or unless required by applicable law or an applicable legal proceeding as authorized by the Legal Department. All 3Com representatives must guard against inadvertent disclosure of proprietary information. Any documents containing or referencing proprietary information must be so marked and, when disposed of, should be destroyed. If any representative has knowledge or information concerning the loss, theft or misuse of Company assets, the representative is expected to report any such activity immediately to his or her manager and to Security.

Data Privacy:

Many countries have enacted data privacy legislation establishing certain requirements concerning the protection of employee and customer information. 3Com is committed to complying with all applicable laws and maintaining our own high standards for the protection of personal and confidential information. Employees are expected to act in compliance with all such laws and Company policies and procedures developed in accordance therewith.

Gifts, Gratuities and Payments:

3Com representatives may not accept or receive any payment, gift, favor, service or any other item of value (including, without limitation, equity, stock, phantom stock or options) on behalf of themselves or their family members from any current or prospective customer, vendor, supplier, affiliate or other person or entity with which 3Com transacts or may transact business. Similarly, no 3Com representative may offer any such payment, gift, favor, service or other item of value to any current or prospective customer, vendor, supplier, affiliate or other person or entity with which 3Com transacts or may reasonably transact business. Business meals, usual and customary entertainment, performance awards and incentives, and inexpensive gifts will not be considered violations of this Code provided that they are consistent with 3Com's regular business practices and do not create the appearance of impropriety. It shall be presumed that any item under $300 USD in value shall be permissible; items over $300 USD should be carefully scrutinized to ensure that they meet the requirements in the preceding sentence. Any questions regarding this provision should be directed to the Chief Compliance Officer.

Business Relationships:

Employees should always treat customers and potential customers according to the highest standards of business conduct. Employees should follow the following guidelines in selling our products and services:

  • Sell on the strength of our Company and our solutions.
  • Do not make claims about our products or services unless the claims are both factual and complete and can be fully substantiated.
  • Do not make claims about a competitor's products or services unless the claims are based on the competitor's current published materials or other factual data approved for selling purposes by 3Com.
  • If a potential customer is known to have a contract with a competitor or is known to have placed a firm order with a competitor, do not encourage that person or entity to breach that contract or order.

Contracts and Commitments:

No employee may agree to or sign any contract, agreement or amendment (written or oral) binding 3Com in any way without appropriate authorization. The Company has contract and signature approval policies which identify those individuals who have authority to approve and sign certain contracts binding 3Com. If there are any questions about which employees have signature authority for a given contract or a certain monetary amount, refer to the Delegation of Authority Policy or contact the Legal Department.

Doing Business Internationally:

3Com is committed to the highest business conduct standards wherever it operates. 3Com observes these standards worldwide. While no one can anticipate all the situations that may present challenges to 3Com employees doing business in the worldwide marketplace, the following guidelines always apply:

  • Observe all laws and regulations, both U.S. and non-U.S., that apply to our business.
  • Do not pay bribes to customers or government officials.
  • Do not cooperate with illegal boycotts.
  • Observe all licensing requirements and the requirements of applicable import and export control laws.
  • Do not enter into an agreement with an agent or consultant that relates to 3Com's business outside the U.S. unless all appropriate approvals have been obtained.

The U.S. Foreign Corrupt Practices Act prohibits offering, promising or paying money or anything of value to a foreign official, foreign political party, party official or candidate for foreign political office with the intent of influencing any act or decision of such person or entity in their official capacity and such actions are strictly prohibited unless they are customary and legally permissible payments to facilitate routine governmental actions.

It is customary in certain countries to make payments or give gifts to individuals in order to maintain the goodwill of the recipient toward the Company. Such payments and gifts are permitted under this policy provided that: (i) no single payment or gift exceeds $300 USD; (ii) no individual receives payments or gifts totaling more than $1,000 USD in any twelve-month period; and (iii) written approval for the payment or gift is given by a Company Vice President or any officer of the Company.

Export Compliance
Due to the international nature of our business, 3Com is subject to the export laws and regulations of the U.S. and certain foreign governments. These laws and regulations govern the international transfer of products and services of 3Com, as well as technology, information and ideas belonging to or within the custody or control of 3Com. It is the responsibility of 3Com representatives to ensure that proper documentation accompanies each export and re-export. Non-compliance can result in denial of export privileges, criminal penalties, seizure of commodities and/or fines to 3Com and its representatives. Representatives should exercise the necessary diligence to ensure that 3Com and its employees, contractors, joint ventures and distributors/resellers involved in the export of U.S. origin goods, technology and services comply with all applicable U.S. and foreign government regulations regarding exports. Any questions regarding this policy should be directed to the Worldwide Trade Department or the Legal Department.

Antitrust and Competition:

Antitrust and competition laws limit what companies can do with other companies and what companies can do on their own. Generally, the antitrust laws are designed to prohibit agreements or actions that reduce competition and harm consumers. Under no circumstances may a 3Com employee enter into an agreement, or discuss entering into an agreement, with a competitor that restricts competition by fixing or controlling prices, rigging bids, dividing and allocating markets, territories, or customers, boycotting suppliers or customers, or by any other means. If you have any questions regarding a particular activity, practice or request, contact the Chief Compliance Officer or the Legal Department.


Securities Laws and the Media:

Inside Information, Stock Trading and Blackout Periods
Inside information is material information about a publicly traded company that is not known to the public. Information is considered "material" if it could reasonably be expected to affect the market price of a security or influence an investor's decision whether to buy, sell, or hold a security. Inside information typically relates to financial conditions, such as progress toward achieving revenue and earnings targets or projections of future earnings or losses of the Company. Inside information also includes changes in strategy regarding a proposed merger, acquisition or tender offer, new products or services, contract awards, and other similar information.

Insider trading occurs when an individual with material, non-public information trades securities or communicates such information to others who trade. The person who trades or "tips" information violates the law if he or she has a duty or relationship of trust and confidence not to use the information. For purposes of this policy, "insider" means all representatives of the Company, and all members of their immediate families and households. In addition, anyone who receives inside information from an insider is an insider.

Insiders are prohibited from:

  • Buying or selling stock or other securities while aware of inside information.
  • Passing inside information to others, including family members.
  • Trading when in possession of inside information received because of a confidential relationship or permitting others to trade on the information.
  • Trading in the securities of other companies, including the securities of our suppliers, vendors, partners and customers, when you know inside information relating to the business of such other companies.

Trading or helping others trade while aware of inside information has serious legal consequences, even if you do not receive any personal financial benefit. Any insider possessing inside information should not discuss or disclose such information with or to any other employee or outside contact, unless that individual has a clear right or need to know such information in order to fulfill his or her responsibilities to the Company. Certain laws and regulations impose severe sanctions against those who engage in insider trading. In addition, any representative of the Company who violates this policy will be subject to disciplinary action, up to and including termination.

3Com directors, officers and employees are prohibited from trading during certain "blackout" periods announced by the Company from time to time. This restriction includes, without limitation, selling ESPP holdings, open market purchase holdings, and executing same-day-sales or sales to cover exercises of stock options. The only transaction that an employee may execute during a blackout period is a cash exercise of stock options (exercise and hold), where the exercised shares may only be sold during an open trading window. In no event may representatives trade stock if in possession of inside information even if a trading window is open. The only exception is trades made pursuant to a written 10b5-1 trading plan.

3Com representatives are encouraged to consult the Trading Window and Insider Trading Policy for further information on this policy.

Regulation FD and Communications with the Financial Community
The U.S. Securities and Exchange Commission has adopted Regulation FD (FD stands for "Fair Disclosure") prohibiting selective disclosure of material information by public companies to financial analysts, institutional investors and shareholders.

Under Regulation FD, public companies are prohibited from disclosing material, non-public information to selective audiences. The rule does not require companies to promptly disclose all material information to the public. Rather, it requires companies, when they communicate material information, to communicate it in a manner that is accessible to the public, such as press release, Web cast, or publicly disseminated call-in number.

3Com communicates with the financial community through official channels only. In order to ensure that 3Com complies with Regulation FD, the Company has limited the number of people who may talk with the financial community, including analysts, shareholders, investors, and the financial press. Only the following individuals are authorized to speak to the financial community on behalf of the Company: the Chief Executive Officer; the Chief Financial Officer; members of Investor Relations; and others specifically authorized to do so.

If you are approached by anyone outside the Company to discuss the business and financial performance of the Company, including, but not limited to trends in revenue, sales, earnings, margins, strategic goals, changes in management or business strategy, or anything else that a potential investor could consider material, you should refer the individual to Investor Relations.

More specifically, under no circumstances should unauthorized representatives of 3Com communicate with or share information about the Company with financial analysts, securities market professionals, or other members of the financial community without express prior approval, unless it is part of their specific duties and responsibilities. All inquiries received from financial analysts should be directed to 3Com Investor Relations at 508-323-1198.

Communications with the Media
3Com communicates with the media through official channels only.

All media inquiries should be directed to the Corporate Communications Department, or, for regional press (e.g., local and trade media), to the appropriate regional or local communications or press relations personnel.  3Com representatives should not speak with or send information about the Company, including forwarding internal emails or presentations, to the media.  If any representative is contacted by a reporter or editor, in person, by phone, or by email, requesting any information, comment, or interview, he or she must forward all details concerning the contact immediately to the Corporate Communications Department or regional or local communications personnel, as appropriate.  Under no circumstances should unauthorized representatives of 3Com share material non-public information about the Company, including, without limitation, financial results that have not been made public and disseminated broadly, with members of the media.

Political Contributions:

No political contributions are to be made using 3Com funds or assets to any political party, political campaign, political candidate, or public official in any country, unless the contribution is lawful and expressly authorized in writing by 3Com's Chief Financial Officer and chief legal officer. In addition, no 3Com representative may make a political contribution on behalf of 3Com, or with the appearance that such contribution is made on behalf of 3Com, unless the contribution is lawful and expressly authorized in writing by 3Com's Chief Financial Officer and chief legal officer. Nothing in this policy is intended to discourage representatives from making contributions of their own time and/or funds to political parties or candidates of their choice.

Accuracy of Records and Reports:

All 3Com representatives are responsible for the accuracy of the business records in their custody. Accurate information is essential to 3Com's ability to meet legal and regulatory obligations and to compete effectively. The records and books of account of 3Com shall accurately reflect the true nature of the transactions they record.

3Com representatives may not create or direct others to create any false or misleading documents, or accounting, financial, or electronic records for any purpose. 3Com representatives must not obtain or create "false" invoices or other misleading documentation, or invent or use fictitious entities, sales, purchases, services, or financial arrangements for any purpose. Employees are also responsible for accurately reporting expenses, time worked and paid time off. False, incomplete, misleading or dishonest reporting, both inside and outside of the Company, is not only strictly prohibited, but could also lead to civil and criminal liability.

Ethical and Legal Requirements of 3Com Finance:

3Com's financial organization includes the Chief Executive Officer, Chief Financial Officer, all finance and accounting employees and other 3Com representatives whose primary work responsibilities involve finance and accounting ("3Com Finance"). Our status as a public company imposes additional obligations regarding the disclosure of our financial information. 3Com is required to file timely and accurate reports with the U.S. Securities and Exchange Commission and other governmental agencies and we take that obligation very seriously. 3Com Finance is required to provide financial information that provides a fair, accurate and complete record of the Company's financial situation. 3Com Finance bears ethical and legal obligations to maintain the integrity of our public financial disclosures. The Chief Financial Officer and all of 3Com Finance are required to implement and follow principles and procedures that ensure the timely and accurate reporting of 3Com's financial results and condition.

Because of these additional responsibilities, all members of 3Com Finance are required to adhere to the following principles:

  • Act with complete honesty and integrity at all times, avoiding actual or apparent conflicts of interest in personal and professional relationships.
  • Act in good faith, and exercise due care, competence and diligence in all matters.
  • Comply with all applicable rules and regulations of all federal, state, provincial and local governments, and other appropriate private and public regulatory agencies worldwide.
  • Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely and understandable disclosure in reports and documents that 3Com files with government agencies or otherwise discloses publicly, avoiding omissions or misrepresentations of material facts.
  • Ensure that all accounting practices are in accordance and compliance with Generally Accepted Accounting Principles, local accounting regulations and 3Com financial policies.
  • Respect the confidentiality of information acquired in the course of one's work except when specifically authorized or otherwise legally obligated to disclose.
  • Responsibly use, control and protect all Company assets and resources.
  • Lead by example and promote ethical conduct in the 3Com workplace and the community.

Promptly report any concern, violation or any transaction or relationship that reasonably could be expected to give rise to a conflict of interest to the Chief Financial Officer, Chief Compliance Officer, Internal Audit or by contacting the 3Com Ethics and Compliance Line at 1-877-FOR-ETHICS (1-877-367-3844). Employees in the PRC may use the following numbers--10-800-711-0660 or 10-800-110-0607.

Waivers and Amendments:

No waiver of any provision of the Code for the benefit of a director or an executive officer (which includes without limitation, for purposes of this Code, 3Com's principal executive, financial and accounting officers) shall be effective unless (i) approved by the Board of Directors or, if permitted by the Board of Directors, a committee thereof, and (ii) if applicable, such waiver is promptly disclosed to 3Com's shareholders in accordance with applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which the Company's shares are traded or quoted, as the case may be.

Any other waivers of the Code must be made by the Chief Compliance Officer. If required by applicable U.S. securities laws and/or the rules and regulations of the exchange or system on which the Company's shares are traded or quoted, amendments to the Code will be approved by the Board of Directors or a committee thereof and/or disclosed to 3Com's shareholders.

Compliance Procedures:

A copy of the Code will be made available to all 3Com representatives upon beginning service with the Company and representatives will be expected to read and understand the Code. The Code also will be accessible electronically. 3Com representatives may be required on a periodic basis to submit a written acknowledgement to the effect that they have read and understand this Code, and understand their obligations to abide by it and to report any violations. Any general questions regarding the Code may be presented to managers or the Human Resources Department. Questions regarding specific guidelines in this Code should be addressed to the Chief Compliance Officer, the Legal Department or the persons or departments identified in the guideline at issue. Any revisions or updates to this Code will be published and appropriately distributed.

The Chief Compliance Officer shall take all necessary steps to monitor and investigate violations of this Code and, where appropriate, impose and enforce disciplinary measures. Representatives are expected to cooperate fully, truthfully and candidly with all Company investigations into potential violations of this Code or any Company policies, practices, or applicable laws. 3Com management shall periodically report to the Board of Directors, or a committee thereof, regarding its compliance efforts, including investigations, violations of the Code and discipline imposed.

Reporting Concerns and Violations
All employees are required to recognize the critical importance of legal compliance and the Company's commitment to ethical conduct. Any employee having information, knowledge or suspicion of any actual or contemplated action which is, or appears to be, in violation of this Code, any other Company policy or any applicable law or regulation, is required to report the matter promptly. Failure to report a violation of this Code or any applicable law or regulation may be considered a violation in itself. In most instances, an employee should report such conduct to his or her manager. If the employee does not feel comfortable raising the issue to his or her manager, the employee can contact the Chief Compliance Officer or the Legal Department. Any manager receiving a report must promptly notify the substance of such report to the Chief Compliance Officer. In addition, employees may anonymously report suspected violations of this Code, any other Company policy or practice, or any applicable law, rule or regulation, including, but not limited to, those involving accounting, internal accounting controls, or auditing matters, by calling the 3Com Ethics and Compliance Line at 1-877-FOR-ETHICS (1-877-367-3844). Employees in the PRC may use the following numbers--10-800-711-0660 or 10-800-110-0607. It is against 3Com policy to retaliate against any individual based upon their reporting in good faith of an actual or perceived violation of this Code.

The Company reserves the right to take any and all disciplinary action it deems appropriate in response to violations of this Code. Disciplinary action may include, without limitation, warning, suspension, or immediate termination of employment, as well as civil and/or criminal prosecution.


The Code of Ethics and Business Conduct states 3Com's general guidelines for ethical and lawful business practices. It does not and cannot cover all situations that may confront the Company's representatives. All 3Com representatives are expected to obey all applicable laws and to conduct their business relationships in a fair, ethical and honest manner. Applying the principles in this Code requires common sense and good judgment. You are encouraged to review this Code periodically, to think about it, and to make sure that every aspect of your daily business life conforms to the standards it sets. If you have questions, either about these guidelines or about other 3Com policies, you are encouraged to discuss them with your manager, the Human Resources Department, or the Legal Department.