Exhibit 10.2


 


UTSTARCOM, INC.


AMENDED AND RESTATED


EXECUTIVE INVOLUNTARY TERMINATION
SEVERANCE PAY PLAN


 


1.                                     Introduction. 
The purpose of this UTStarcom, Inc. Executive Involuntary
Termination Severance Pay Plan, as amended and restated (the “Plan”) is to provide
assurances of specified severance benefits to eligible employees of the Company
whose employment is subject to being involuntarily terminated (other than for
Cause, death or Disability).  The Plan is
intended to (a) assure that the Company will have continued dedication and
objectivity of its employees, and (b) provide the Company’s employees with
an incentive to continue their employment and to motivate its employees to
maximize the value of the Company for the benefit of its stockholders.  This Plan is an “employee welfare benefit
plan,” as defined in Section 3(1) of the Employee Retirement Income
Security Act of 1974, as amended.  This
document constitutes both the written instrument under which the Plan is
maintained and the required summary plan description for the Plan.


 


2.                                     Important Terms. 
To help you understand how this Plan works, it is important to know the
following terms:


 


2.1                               “Administrator” means the Company, acting through its
Senior Vice President of Human Resources or any person to whom the
Administrator has delegated any authority or responsibility pursuant to Section 8,
but only to the extent of such delegation.


 


2.2                               “Base Pay” means a Covered Employee’s regular
straight-time salary as in effect during the last regularly scheduled payroll
period immediately preceding the date on which the Severance Benefit becomes
payable.  Base Pay does not include
payments for overtime, shift premium, incentive compensation, incentive
payments, bonuses, commissions or other compensation.


 


2.3                               “Board” means the Board of Directors of the
Company.


 


2.4                               “Cause” means (a) any act of personal
dishonesty taken by the Covered Employee in connection with his or her
responsibilities as an employee which is intended to result in substantial
personal enrichment of the Covered Employee, (b) a Covered Employee’s
conviction of a felony which the Board reasonably believes has had or will have
a material detrimental effect on the Company’s reputation or business, (c) a
willful act by the Covered Employee which constitutes misconduct and is
injurious to the Company, and (d) continued willful violations by the
Covered Employee of the Covered Employee’s obligations to the Company after
there has been delivered to the Covered Employee a written demand for
performance from the Company which describes the basis for the Company’s belief
that the Covered Employee has not substantially performed his or her duties.


 


2.5                               “Change in Control” shall mean the occurrence of any of the
following events:


 


(a)                                  Any “person” (as such term is used in
Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or
indirectly, of securities of the Company representing fifty percent (50%) or
more of the total voting power represented by the Company’s then outstanding
voting securities; or


 

















 


(b)                                 The consummation of the sale or
disposition by the Company of all or substantially all of the Company’s assets;
or


 


(c)                                  The consummation of a merger or
consolidation of the Company, with any other corporation, other than a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity or its parent) at least fifty percent (50%) of the total
voting power represented by the voting securities of the Company, or such
surviving entity or its parent outstanding immediately after such merger or
consolidation; or


 


(d)                                 A change in the composition of the Board,
as a result of which fewer than a majority of the Directors are Incumbent
Directors. “Incumbent Directors” means Directors who either (A) are
Directors as of the effective date of the Plan (pursuant to Section 22),
or (B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those Directors whose election or
nomination was not in connection with any transaction described in subsections
(i), (ii) or (iii) or in connection with an actual or threatened
proxy contest relating to the election of Directors.


 


2.6                               “Company” means UTStarcom, Inc., a Delaware
corporation, and any successor by merger, acquisition, consolidation or
otherwise that assumes the obligations of the Company under the Plan.


 


2.7                               “Covered Employee” means an employee of the Company who is
identified on Exhibit A to this Plan or who is designated by the
Administrator in writing from time to time as a Covered Employee.


 


2.8                               “Director” means a member of the Company’s Board of
Directors.


 


2.9                               “Disability” means that the Covered Employee has been unable to perform
his or her Company duties as the result of his or her incapacity due to
physical or mental illness, and such inability, at least twenty-six (26) weeks
after its commencement or one hundred eighty (180) days in any consecutive
twelve (12) month period, is determined to be total and permanent by a
physician selected by the Company or its insurers and acceptable to the Covered
Employee or the Covered Employee’s legal representative (such agreement as to
acceptability not to be unreasonably withheld). 
Termination resulting from Disability may only be effected after at
least thirty (30) days’ written notice by the Company of its intention to
terminate the Covered Employee’s employment. 
In the event that the Covered Employee resumes the performance of
substantially all of his or her duties hereunder before the termination of his
or her employment becomes effective, the notice of intent to terminate will
automatically be deemed to have been revoked.


 


2.10                         “Effective Date” means June 20, 2006.


 


2.11                         “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


 


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2.12                         “Good Reason” means without the Covered Employee’s
express written consent, (a) a significant reduction of the Covered
Employee’s duties, position or responsibilities relative to the Covered
Employee’s duties, position or responsibilities in effect immediately prior to
such reduction, or the removal of the Covered Employee from such position,
duties and responsibilities, unless the Covered Employee is provided with
comparable duties, position and responsibilities; provided, however, that the
sole occurrence of the Company being acquired and made part of a larger entity
shall not constitute a “Good Reason”; (b) a reduction by the Company of
the Covered Employee’s base salary as in effect immediately prior to such
reduction; (c) a material reduction by the Company in the kind or level of
employee compensation or benefits to which the Covered Employee is entitled
immediately prior to such reduction with the result that the Covered Employee’s
overall benefits package is significantly reduced; or (d) without the
Covered Employee’s express written consent, the relocation of the Covered
Employee to a facility or location where such relocation increases the distance
the Covered Employee must travel to work by more than thirty (30) miles from
the Covered Employee’s commute prior to the relocation; or (e) the failure
of the Company to obtain the assumption of this Plan by any successor to the
Company (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Company’s business and/or assets.


 


2.13                         “Involuntary Termination” means a termination of employment of a
Covered Employee under the circumstances described in Section 4.1.


 


2.14                         “Option” means a right granted pursuant to the
Company’s stock option plan(s) to purchase common stock of the Company
pursuant to the terms and conditions of such plan(s).


 


2.15                         “Plan” means the UTStarcom, Inc.
Involuntary Termination Severance Pay Plan, as set forth in this document, and
as hereafter amended from time to time.


 


2.16                         “Severance Benefit” means the compensation and other
benefits the Covered Employee will be provided pursuant to Section 4.


 


2.17                         “Severance Date” means the date on which a Covered
Employee experiences an Involuntary Termination.


 


2.18                         “Specified Employee” means any Covered Employee who would be
considered a “Specified Employee” as that term is defined in Section 409A(a)(2)(B)(i) of
the Internal Revenue Code of 1986, as amended (the “Code”).


 


3.                                     Eligibility for Severance Benefit. 
An individual is eligible for the Severance Benefit under the Plan, in
the amount set forth in Section 4, only if he or
she is a Covered Employee on the date he or she experiences an Involuntary
Termination and executes, and does not revoke, a release in favor of the
Company as required by Section 4.3.


 


4.                                     Severance Benefit.


 


4.1                               Involuntary Termination. 
If the Company (or any parent or subsidiary of the Company) terminates a
Covered Employee’s employment for other than Cause, death or Disability, or the
Covered Employee terminates his or her employment with the Company for Good
Reason, then, subject to the Covered Employee’s compliance with Section 4.3,
the Covered Employee shall receive the following Severance Benefit from the
Company:


 


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4.1.1                        Severance Benefit.  Each Covered
Employee shall be entitled to receive a lump sum cash payment equal to (a) one
(1) year of Base Pay and (b) one hundred percent (100%) of his or her
target bonus for the year of the Involuntary Termination, payable within thirty
(30) days following the Involuntary Termination; provided, however, that if the
Covered Employee is a Specified Employee at the time of such termination,
payment shall be delayed as provided for in Section 11.3.


 


4.1.2                        Health Benefits.  The Company shall pay to the Covered
Employee an amount equal to twelve (12) months of the premiums for
continuation  coverage under the Consolidated
Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) of each Covered Employee (and any eligible
dependents) under the Company’s medical, dental and vision plans at the same
level of coverage in effect on the Severance Date, payable within thirty (30)
days following the Involuntary Termination; provided, however, that if the
Covered Employee is a Specified Employee at the time of such termination,
payment shall be delayed as provided for in Section 11.3.


 


4.1.3                        Accelerated Vesting of Equity
Awards.  Each Covered Employee shall fully vest in and, if
applicable, have the right to exercise, all of his or her outstanding and
unvested equity compensation awards.  The
Covered Employee’s equity awards (including awards that vest as a result of the
Plan) shall be exercisable until the earliest of (a) twelve (12) months
from the date of termination (b) the latest date the equity award could
have expired by its original terms under any circumstances, (c) the tenth
(10th) anniversary of the original date of grant of the equity award, or (d) the
date provided for under the equity plan under which the award was granted.


 


4.2                               Parachute Payments.  In the event that the severance and other benefits
provided for in this Plan or otherwise payable or provided to the Covered
Employee (i) constitute “parachute payments” within the meaning of Section 280G
of the Code and (ii) but for this Section 4.2, would be subject to
the excise tax imposed by Section 4999 of the Code (the “Excise Tax”),
then the Employee’s severance benefits hereunder Section 4 shall be either


 


(a)                                  delivered in full, or


 


(b)                                 delivered as to such lesser extent which
would result in no portion of such severance benefits being subject to the
Excise Tax, whichever of the foregoing amounts, taking into account the
applicable federal, state and local income taxes and the Excise Tax, results in
the receipt by the Covered Employee on an after-tax basis of the greatest
amount of severance benefits, notwithstanding that all or some portion of such
severance benefits may be taxable under Section 4999 of the Code.  Unless the Company and the Covered Employee
otherwise agree in writing, any determination
required under this Section 4.2 shall be made in writing in good faith by the
accounting firm serving as the Company’s independent public accountants
immediately prior to the Change of Control (the “Accountants”).  In the event of a reduction in benefits
hereunder, the Covered Employee shall be given the choice of which benefits to
reduce.  For purposes of making the
calculations required by this Section 4.2, the Accountants may make
reasonable assumptions and approximations concerning applicable taxes and may
rely on reasonable, good faith interpretations concerning the application of
Sections 280G and 4999 of the Code.  The 


 


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Company and the Covered
Employee shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this
Section.  The Company shall bear all
costs the Accountants may reasonably incur in connection with any calculations
contemplated by this Section 4.2. 
Any reduction in payments and/or benefits required by this Section 4.2
will occur in the following order: (i) reduction of cash payments; (ii) reduction
of vesting acceleration of equity awards; and (iii) reduction of other
benefits paid or provided to the Covered Employee.  In the event that acceleration of vesting of
equity awards is to be reduced, such acceleration of vesting will be cancelled
in the reverse order of the date of grant for the Covered Employee’s equity
awards.  If two or more equity awards are
granted on the same date, each award will be reduced on a pro-rata basis.


 


4.3                               Release and Non-Disparagement
Agreement.  As a condition to receiving Severance
Benefits under this Plan, each Covered Employee will be required to sign a
waiver and release of all claims arising out of his or her Involuntary
Termination and employment with the Company and its subsidiaries and affiliates
and an agreement not to disparage the Company, its directors, or its executive
officers, in a form reasonably satisfactory to the Company, provided that such
release is effective within sixty (60) days following the Covered Employee’s
termination of employment or such shorter period specified in the release (the “Release
Deadline”).  If the release of claims
does not become effective by the Release Deadline, the Covered Employee will
forfeit any rights to the Severance Benefits under this Plan.  No Severance Benefits will
be paid or provided until the waiver and release agreement becomes effective or
irrevocable.


 


4.4                               Vacation Days. 
Any unused vacation pay accrued as of a Covered Employee’s date of
Involuntary Termination will be paid at the time the Covered Employee receives
his or her Severance Benefit.  No Covered
Employee may use any accrued but unused vacation pay to extend his or her
Involuntary Termination date.


 


5.                                     Termination of Benefits. 
Benefits under this Plan shall terminate immediately for a Covered
Employee if such Covered Employee, at any time, violates any proprietary information
or confidentiality obligation to the Company or the terms of any applicable
non-competition agreement with the Company.


 


6.                                     Non-Duplication of Benefits. 
Notwithstanding any other provision in the Plan to the contrary, the
Severance Benefits provided hereunder shall be in lieu of any other severance
and/or retention plan benefits and the Severance Benefits provided hereunder
shall be reduced by any severance paid or provided to a Covered Employee under
any other plan or arrangement.


 


7.                                     Withholding. 
The Company will withhold from any Severance Benefit all federal, state,
local and other taxes required to be withheld therefrom and any other required
payroll deductions.


 


8.                                     Administration. 
The Company is the administrator of the Plan (within the meaning of
section 3(16)(A) of ERISA).  The
Plan will be administered and interpreted by the Administrator (in his or her
sole discretion).  The Administrator is
the “named fiduciary” of the Plan for purposes of ERISA and will be subject to
the fiduciary standards of ERISA when acting in such capacity.  Any decision made or other action taken by
the Administrator with respect to the Plan, and any interpretation by the
Administrator of any term or condition of the Plan, or any 


 


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related document, will be
conclusive and binding on all persons and be given the maximum possible
deference allowed by law.  The
Administrator has the authority to act for the Company (in a non-fiduciary
capacity) as to any matter pertaining to the Plan; provided,
however, that this authority does not apply with respect to (a) the
Company’s power to amend or terminate the Plan or (b) any action that
could reasonably be expected to increase significantly the cost of the Plan is
subject to the prior approval of the senior officer of the Company.  The Administrator may delegate in writing to
any other person all or any portion of his or her authority or responsibility
with respect to the Plan.


 


9.                                     Eligibility to Participate. 
The Administrator will not be excluded from participating in the Plan if
otherwise eligible, but he or she is not entitled to act or pass upon any
matters pertaining specifically to his or her own benefit or eligibility under
the Plan.  The senior officer of
UTStarcom, Inc. will act upon any matters pertaining specifically to the
benefit or eligibility of the Administrator under the Plan.


 


10.                               Amendment or Termination. 
The Company reserves the right to amend or modify the Plan at any time,
without advance notice to any Covered Employee; provided, however, that no
amendment or modification of the Plan shall reduce the Severance Benefit
payable to any Covered Employee (unless the affected Covered Employee consents
to such amendment or termination).  The
Company shall obtain consent from a Covered Employee prior to terminating the
Plan as to such Covered Employee’s participation in the Plan.  Any action of the Company in amending or
terminating the Plan will be taken in a non-fiduciary capacity.


 


11.                               Code Section 409A.


 


11.1                         Notwithstanding anything to the contrary
in this Plan, no Severance Benefits to be paid or provided to a Covered
Employee, if any, pursuant to this Plan, when considered together with any
other severance payments or separation benefits that are considered deferred
compensation under Code Section 409A, and the final regulations and any
guidance promulgated thereunder (“Section 409A”)
(together, the “Deferred Compensation
Separation Benefits”) will be paid or otherwise provided until the
Covered Employee has a “separation from service” within the meaning of Section 409A.


 


11.2                         Any Severance Benefits that would be
considered Deferred Compensation Severance Benefits will be paid on, or, in the
case of installments, will not commence until, the sixtieth (60th) day following the Covered Employee’s separation from service, or, if later, such time as required by Section 11.3.  Any installment payments that would have been
made to the Covered Employee during the sixty (60) day period immediately
following the Covered Employee’s separation from service but for the preceding
sentence will be paid to the Covered Employee on the sixtieth (60th) day
following the Covered Employee’s separation from service and the remaining
payments shall be made as provided in this Plan.


 


11.3                         Notwithstanding anything to the contrary
in this Plan, if a Covered Employee is a “specified employee” within the
meaning of Section 409A at the time of the Covered Employee’s termination
(other than due to death), then the Deferred
Compensation Separation Benefits that are payable within the first six (6) months
following the Covered Employee’s separation from service will become payable on
the first payroll date that occurs on or after the date six (6) months and
one (1) day following the date of the Covered Employee’s separation from
service.  All subsequent Deferred
Compensation Separation Benefits, if any, will 


 


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be payable in accordance
with the payment schedule applicable to each payment or benefit.  Notwithstanding anything herein to the
contrary, if the Covered Employee dies following the Covered Employee’s separation from service, but prior to the six (6) month
anniversary of the separation from service, then any payments delayed in
accordance with this paragraph will be payable in a lump sum as soon as
administratively practicable after the date of the Covered Employee’s death and
all other Deferred Compensation Separation Benefits will be payable in
accordance with the payment schedule applicable to each payment or
benefit.  Each payment and benefit
payable under this Plan is intended to constitute separate payments for
purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.


 


11.4                         Any amount paid under this Plan that
satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of
the Treasury Regulations will not constitute Deferred Compensation Separation
Benefits for purposes of Section 11.1 above.


 


11.5                         Any amount paid under this Plan that
qualifies as a payment made as a result of an involuntary separation from
service pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations that does not exceed the Section 409A Limit will not
constitute Deferred Compensation Separation Benefits for purposes of Section 11.1
above.  For purposes of this Plan, “Section 409A Limit” will mean the
lesser of two (2) times: (i) the Covered Employee’s annualized
compensation based upon the annual rate of pay paid to the Covered Employee
during the Company’s taxable year preceding the Company’s taxable year of the
Covered Employee’s termination of employment as determined under Treasury
Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service
guidance issued with respect thereto; or (ii) the maximum amount that
may be taken into account under a qualified plan pursuant to Section 401(a)(17)
of the Code for the year in which the Covered Employee’s employment is
terminated.


 


11.6                         The foregoing
provisions are intended to comply with the requirements of Section 409A so
that none of the Severance Benefits to be provided hereunder will be subject to
the additional tax imposed under Section 409A, and any ambiguities herein
will be interpreted to so comply. 
Notwithstanding anything in this Plan to the contrary, the Company
reserves the authority
to amend the Plan as it deems necessary or desirable, and without the consent
of any Covered Employee or without providing any advance notice of any such
amendment, in order to ensure the Plan complies with Section 409A.


 


12.                               Claims Procedure. 
Any employee or other person who believes he or she is entitled to any
payment under the Plan may submit a claim in writing to the Administrator.  If the claim is denied (in full or in part),
the claimant will be provided a written notice explaining the specific reasons
for the denial and referring to the provisions of the Plan on which the denial
is based.  The notice will also describe
any additional information needed to support the claim and the Plan’s
procedures for appealing the denial.  The
denial notice will be provided within 90 days after the claim is
received.  If special circumstances
require an extension of time (up to 90 days), written notice of the
extension will be given within the initial 90-day period.  This notice of extension will indicate the
special circumstances requiring the extension of time and the date by which the
Administrator expects to render its decision on the claim.


 


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13.                               Appeal Procedure. 
If the claimant’s claim is denied, the claimant (or his or her
authorized representative) may apply in writing to the Administrator for a
review of the decision denying the claim. 
Review must be requested within 60 days following the date the claimant
received the written notice of their claim denial or else the claimant loses
the right to review.  The claimant (or
representative) then has the right to review and obtain copies of all documents
and other information relevant to the claim, upon request and at no charge, and
to submit issues and comments in writing. 
The Administrator will provide written notice of his or her decision on
review within 60 days after it receives a review request.  If additional time (up to 60 days) is
needed to review the request, the claimant (or representative) will be given
written notice of the reason for the delay. 
This notice of extension will indicate the special circumstances
requiring the extension of time and the date by which the Administrator expects
to render its decision.  If the claim is
denied (in full or in part), the claimant will be provided a written notice
explaining the specific reasons for the denial and referring to the provisions
of the Plan on which the denial is based. 
The notice shall also include a statement that the claimant will be
provided, upon request and free of charge, reasonable access to, and copies of,
all documents and other information relevant to the claim and a statement
regarding the claimant’s right to bring an action under Section 502(a) of
ERISA.


 


14.                               Source of Payments. 
All Severance Benefits will be paid in cash from the general funds of
the Company; no separate fund will be established under the Plan; and the Plan
will have no assets.  No right of any
person to receive any payment under the Plan will be any greater than the right
of any other general unsecured creditor of the Company.


 


15.                               Inalienability. 
In no event may any current or former employee of the Company or any of
its subsidiaries or affiliates sell, transfer, anticipate, assign or otherwise
dispose of any right or interest under the Plan.  At no time will any such right or interest be
subject to the claims of creditors nor liable to attachment, execution or other
legal process.


 


16.                               No Enlargement of Employment
Rights.  Neither the establishment or maintenance of
the Plan, any amendment of the Plan, nor the making of any benefit payment
hereunder, will be construed to confer upon any individual any right to be
continued as an employee of the Company. 
The Company expressly reserves the right to discharge any of its
employees at any time, with or without cause.


 


17.                               Applicable Law. 
The provisions of the Plan will be construed, administered and enforced
in accordance with ERISA and, to the extent applicable, the laws of the State
of California.


 


18.                               Severability. 
If any provision of the Plan is held invalid or unenforceable, its
invalidity or unenforceability will not affect any other provision of the Plan,
and the Plan will be construed and enforced as if such provision had not been included.


 


19.                               Headings. 
Headings in this Plan document are for purposes of reference only and
will not limit or otherwise affect the meaning hereof.


 


20.                               Indemnification. 
The Company hereby agrees to indemnify and hold harmless the officers
and employees of the Company, and the members of its boards of directors, from
all losses, claims, costs or other liabilities arising from their acts or
omissions in connection with the administration, amendment or termination of
the Plan, to the maximum extent permitted by applicable law.  This indemnity will cover all such
liabilities, including judgments, settlements and costs of defense.  The Company will provide this indemnity from
its own funds to the extent that insurance does not cover such
liabilities.  This indemnity is in
addition to and not in lieu of any other indemnity provided to such person by
the Company.


 


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21.                               Additional Information.


 


	
  Plan Name:

  	
   

  	
  UTStarcom, Inc. Involuntary Termination
  Severance Pay Plan

  
	
   

  	
   

  	
   

  
	
  Plan Sponsor:

  	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
  1275 Harbor Bay
  Parkway

  
	
   

  	
   

  	
  Alameda, CA
  94502

  
	
   

  	
   

  	
   

  
	
  Identification Numbers:

  	
   

  	
  EIN: 52-1782500

  
	
   

  	
   

  	
   

  
	
  Plan Year:

  	
   

  	
  Calendar year

  
	
   

  	
   

  	
   

  
	
  Plan Administrator:

  	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
  Attention: Vice President, Human Resources

  
	
   

  	
   

  	
  1275 Harbor Bay
  Parkway

  
	
   

  	
   

  	
  Alameda, CA
  94502

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (510) 864-8800

  
	
   

  	
   

  	
   

  
	
  Agent for Service of Legal
  Process:

  	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
  Attention: 
  General Counsel

  
	
   

  	
   

  	
  1275 Harbor Bay
  Parkway

  
	
   

  	
   

  	
  Alameda, CA 94502

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (510) 864-8800

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Service of process may also be made upon the Plan
  Administrator.

  
	
   

  	
   

  	
   

  
	
  Type of Plan

  	
   

  	
  Bonus Plan/Severance Plan/Employee Welfare Benefit
  Plan

  
	
   

  	
   

  	
   

  
	
  Plan Costs

  	
   

  	
  The cost of the Plan is paid by the Employer.

  



 


22.                               Statement of ERISA Rights.


 


As a Covered Employee
under the Plan, you have certain rights and protections under ERISA:


 


(a)                                 You may examine (without charge) all Plan
documents, including any amendments and copies of all documents filed with the
U.S. Department of Labor, such as the Plan’s annual report (IRS Form 5500).  These documents are available for your review
in the Company’s Human Resources Department.


 


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(b)                                You may obtain copies of all Plan
documents and other Plan information upon written request to the Plan
Administrator.  A reasonable charge may
be made for such copies.


 


In addition to creating rights for Covered Employees,
ERISA imposes duties upon the people who are responsible for the operation of
the Plan.  The people who operate the
Plan (called “fiduciaries”) have a duty to do so prudently and in the interests
of you and the other Covered Employees. 
No one, including the Company or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
benefit under the Plan or exercising your rights under ERISA.  If your claim for a severance benefit is
denied, in whole or in part, you must receive a written explanation of the
reason for the denial.  You have the
right to have the denial of your claim reviewed.  (The claim review procedure is explained in
Sections 12 and 13 above.)


 


Under ERISA, there are steps you can take to enforce
the above rights.  For instance, if you
request materials and do not receive them within 30 days, you may file
suit in a federal court. In such a case, the court may require the Plan
Administrator to provide the materials and to pay you up to $110 a day until
you receive the materials, unless the materials were not sent because of
reasons beyond the control of the Plan Administrator.  If you have a claim which is denied or
ignored, in whole or in part, you may file suit in a state or federal
court.  If it should happen that you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court.


 


In any case, the court will decide who will pay court
costs and legal fees.  If you are
successful, the court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds that your claim is
frivolous.


 


If you have any questions regarding the Plan, please
contact the Plan Administrator.  If you
have any questions about this statement or about your rights under ERISA, you
may contact the nearest area office of the Employee Benefits Security
Administration (formerly the Pension and Welfare Benefits Administration), U.S.
Department of Labor, listed in your telephone directory, or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C.
20210.  You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration.


 


23.                               Execution.


 


In Witness Whereof, the Company, by its duly authorized officer, has
executed this Plan on the date indicated below.


 


	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
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