Exhibit
10.5


UTSTARCOM,
INC.


2006 EQUITY INCENTIVE
PLAN


NOTICE OF GRANT OF
RESTRICTED STOCK UNITS


Unless otherwise defined
herein, the terms defined in the 2006 Equity Incentive Plan (the “Plan”) will
have the same defined meanings in this Notice of Grant of Restricted Stock
Units (the “Notice of Grant”).


Participant:


Address:


You
have been granted the right to receive Restricted Stock Units, subject to the
terms and conditions of the Plan, this Notice of Grant and the Restricted Stock
Unit Agreement attached hereto as Exhibit A (the “Agreement”) as
follows:


	
  Grant Number

  	
                                                                 

  
	
   

  	
   

  
	
  Date of Grant

  	
                                                                 

  
	
   

  	
   

  
	
  Vesting Commencement Date

  	
                                                                 

  
	
   

  	
   

  
	
  Total Number of Restricted Stock

  	
                                                                 

  
	
  Units

  	
   

  



Vesting
Schedule:


The Restricted Stock
Units will vest as follows:


[Insert Vesting Schedule Here]


In the event Participant
ceases to be a Service Provider for any or no reason before Participant vests
in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right
to acquire any Shares hereunder will immediately terminate.


By Participant’s signature
and the signature of the Company’s representative below, Participant and the
Company agree that this Award is granted under and governed by the terms and
conditions of the Plan and the Agreement, both of which are made a part of this
document.


	
  PARTICIPANT

  	
   

  	
  UTSTARCOM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  



 









 



 


EXHIBIT A


RESTRICTED
STOCK UNIT AGREEMENT


1.             Grant.  The
Company hereby grants to Participant under the Plan an Award of Restricted
Stock Units, subject to all of the terms and conditions in the Notice of Grant,
this Agreement and the Plan.


2.             Company’s Obligation to Pay.  Each Restricted Stock Unit represents the
right to receive a Share on the date it vests. 
Unless and until the Restricted Stock Units will have vested in the
manner set forth in Section 3, Participant will have no right to payment
of any such Restricted Stock Units. 
Prior to actual payment of any vested Restricted Stock Units, such Restricted
Stock Unit will represent an unsecured obligation of the Company, payable (if
at all) only from the general assets of the Company.


3.             Vesting Schedule. 
Subject to Section 4, the Restricted Stock Units awarded by this
Agreement will vest in Participant according to the vesting schedule set forth
on the attached Notice of Grant, subject to Participant continuing to be a
Service Provider through each such date.


4.             Forfeiture upon Termination of Status as a Service
Provider.  Notwithstanding any
contrary provision of this Agreement, if Participant ceases to be a Service
Provider for any or no reason, the then-unvested Restricted Stock Units awarded
by this Agreement will thereupon be forfeited at no cost to the Company and Participant
will have no further rights thereunder.


5.             Payment after Vesting.  Any Restricted Stock Units that vest in
accordance with Section 3 will be paid to Participant (or in the event of Participant’s
death, to his or her estate) in whole Shares, subject to Participant satisfying
any applicable tax withholding obligations as set forth in Section 7.


6.             Payments after Death.  Any distribution or delivery to be made to
Participant under this Agreement will, if Participant is then deceased, be made
to Participant’s designated beneficiary, or if no beneficiary survives
Participant, the administrator or executor of Participant’s estate.  Any such transferee must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence
satisfactory to the Company to establish the validity of the transfer and
compliance with any laws or regulations pertaining to said transfer.


7.             Withholding
of Taxes.  Notwithstanding any
contrary provision of this Agreement, no certificate representing the Shares
will be issued to Participant, unless and until satisfactory arrangements (as
determined by the Administrator) will have been made by Participant with
respect to the payment of income, employment and other taxes which the Company
determines must be withheld with respect to such Shares so issuable.  To the extent determined appropriate by the
Company in its discretion, it shall have the right (but not the obligation) to
satisfy any tax withholding obligations by reducing the number of Shares
otherwise deliverable to Participant.  If
Participant fails to make satisfactory arrangements for the payment of any
required tax withholding obligations hereunder at the time any applicable Restricted
Stock Units otherwise are scheduled to vest pursuant to Section 3, Participant
will permanently forfeit such Restricted Stock Units and any right to receive
Shares thereunder and


 









 



 


the Restricted Stock Units will be returned to the
Company at no cost to the Company.


9.             Rights as Stockholder.  Neither Participant nor any person claiming
under or through Participant will have any of the rights or privileges of a
stockholder of the Company in respect of any Shares deliverable hereunder,
unless and until certificates representing such Shares will have been issued,
recorded on the records of the Company or its transfer agents or registrars,
and delivered to Participant.


10.           No Effect on Service.  Participant acknowledges and agrees that the
vesting of the Restricted Stock Units pursuant to Section 3 hereof is earned
only by Participant continuing to be a Service Provider through the applicable
vesting dates (and not through the act of being hired or acquiring Shares
hereunder).  Participant further
acknowledges and agrees that this Agreement, the transactions contemplated
hereunder and the vesting schedule set forth herein do not constitute an
express or implied promise of Participant continuing to be a Service Provider
for the vesting period, for any period, or at all, and will not interfere with Participant’s
right or the right of the Company (or the Parent or Subsidiary employing or
retaining Participant) to terminate Participant’s status as a Service Provider
at any time, with or without cause.


11.           Address for Notices.  Any notice to be given to the Company under
the terms of this Agreement will be addressed to the Company at UTStarcom, Inc.,
1275 Harbor Bay Parkway, Suite 100, Alameda, California 94502, or at such other
address as the Company may hereafter designate in writing.


12.           Grant is Not Transferable.  Except to the limited extent provided in Section 6,
this grant and the rights and privileges conferred hereby will not be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise) and will not be subject to sale under execution,
attachment or similar process.  Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this
grant, or any right or privilege conferred hereby, or upon any attempted sale
under any execution, attachment or similar process, this grant and the rights
and privileges conferred hereby immediately will become null and void.


13.           Binding Agreement. 
Subject to the limitation on the transferability of this grant contained
herein, this Agreement will be binding upon and inure to the benefit of the
heirs, legatees, legal representatives, successors and assigns of the parties
hereto.


14.           Additional Conditions to Issuance of Stock.  If at any time the Company will determine, in
its discretion, that the listing, registration or qualification of the Shares
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory authority is necessary or desirable
as a condition to the issuance of Shares to Participant (or his or her estate),
such issuance will not occur unless and until such listing, registration,
qualification, consent or approval will have been effected or obtained free of
any conditions not acceptable to the Company. 
Where the Company determines that the delivery of the payment of any
Shares will violate federal securities laws or other applicable laws, the
Company will defer delivery until the earliest date at which the Company
reasonably anticipates that the delivery of Shares will no longer cause such
violation.  The Company will make all
reasonable efforts to meet the requirements of any such state or federal law or
securities exchange and to obtain any such consent or approval of any such
governmental authority.


15.           Plan
Governs.  This Agreement is subject
to all terms and provisions of the Plan.


 









 



 


In the event of a conflict between one or more
provisions of this Agreement and one or more provisions of the Plan, the
provisions of the Plan will govern.


16.           Administrator Authority.  The Administrator will have the power to
interpret the Plan and this Agreement and to adopt such rules for the
administration, interpretation and application of the Plan as are consistent
therewith and to interpret or revoke any such rules (including, but not limited
to, the determination of whether or not any Restricted Stock Units have
vested).  All actions taken and all
interpretations and determinations made by the Administrator in good faith will
be final and binding upon Participant, the Company and all other interested
persons.  No member of the Administrator
will be personally liable for any action, determination or interpretation made
in good faith with respect to the Plan or this Agreement.


17.           Electronic Delivery.  The Company may, in its sole discretion,
decide to deliver any documents related to Restricted Stock Units awarded under
the Plan or future Restricted Stock Units that may be awarded under the Plan by
electronic means or request Participant’s consent to participate in the Plan by
electronic means.  Participant hereby
consents to receive such documents by electronic delivery and agrees to
participate in the Plan through an on-line or electronic system established and
maintained by the Company or another third party designated by the Company.


18.           Captions. 
Captions provided herein are for convenience only and are not to serve
as a basis for interpretation or construction of this Agreement.


19.           Agreement Severable.  In the event that any provision in this
Agreement will be held invalid or unenforceable, such provision will be
severable from, and such invalidity or unenforceability will not be construed
to have any effect on, the remaining provisions of this Agreement.


20.           Governing Law. 
This Award Agreement shall be governed by the laws of the State of California,
without giving effect to the conflict of law principles thereof.  For purposes of litigating any dispute that
arises under this Award of Restricted Stock Units or this Agreement, the
parties hereby submit to and consent to the jurisdiction of the State of California, and agree that such litigation shall be conducted in the
courts of Alameda County, California, or the
federal courts for the United States for the Northern District of California,
and no other courts, where this Award of Restricted Stock Units is made and/or
to be performed.