Exhibit 10.2


UTSTARCOM,
INC.


2006
EQUITY INCENTIVE PLAN


STOCK
OPTION AWARD AGREEMENT


Unless otherwise defined herein, the terms defined in
the 2006 Equity Incentive Plan (the “Plan”) will
have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).


I.              NOTICE OF STOCK OPTION GRANT


Name:


Address:


You have been
granted an option to purchase Common Stock of the Company, subject to the terms
and conditions of the Plan and this Award Agreement, as follows:




	
  Grant Number

  	
   

  	
                                                                  

  
	
   

  	
   

  	
   

  
	
  Date of Grant

  	
   

  	
                                                                  

  
	
   

  	
   

  	
   

  
	
  Vesting
  Commencement Date

  	
   

  	
                                                                  

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  per Share

  	
   

  	
  $                                                                

  
	
   

  	
   

  	
   

  
	
  Total Number of
  Shares Granted

  	
   

  	
                                                                  

  
	
   

  	
   

  	
   

  
	
  Total Exercise
  Price

  	
   

  	
  $                                                                

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
         Incentive Stock
  Option

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
         Nonstatutory
  Stock Option

  
	
   

  	
   

  	
   

  
	
  Term/Expiration
  Date:

  	
   

  	
                                                                  

  






 


Vesting Schedule:


Subject to any
acceleration provisions contained in the Plan or set forth below, this Option
may be exercised, in whole or in part, in accordance with the following
schedule:


[Insert Vesting Schedule Here]









 



 


Termination
Period:


This Option shall
be exercisable for three (3) months after Participant ceases to be a Service
Provider, unless such termination is due to Participant’s death or Disability,
in which case this Option shall be exercisable for twelve
(12) months after Participant ceases to be Service Provider.  Notwithstanding the foregoing, in no event
may this Option be exercised after the Term/Expiration Date as provided above
and may be subject to earlier termination as provided in Section 14(c) of the
Plan.


II.            AGREEMENT


A.            Grant
of Option.


1.             The
Administrator hereby grants to the individual named in the Notice of Grant attached
as Part I of this Agreement (the “Participant”)
an option (the “Option”) to purchase the number of
Shares, as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the “Exercise Price”),
subject to the terms and conditions of the Plan, which is incorporated herein
by reference.  Subject to Section 19(c)
of the Plan, in the event of a conflict between the terms and conditions of the
Plan and the terms and conditions of this Award Agreement, the terms and conditions
of the Plan will prevail.


2.             If
designated in the Notice of Grant as an Incentive Stock Option (“ISO”), this Option is intended to qualify as an Incentive
Stock Option under Section 422 of the Code. 
However, if this Option is intended to be an Incentive Stock Option, to
the extent that it exceeds the $100,000 rule of Code Section 422(d) it will be
treated as a Nonstatutory Stock Option (“NSO”).


B.            Exercise
of Option.


1.             Right to
Exercise.  This Option is exercisable
during its term in accordance with the Vesting Schedule set out in the Notice
of Grant and the applicable provisions of the Plan and this Award Agreement.


2.             Method of
Exercise.  This Option is exercisable
by delivery of an exercise notice, in the form attached as Exhibit A
(the “Exercise Notice”) or in such
other form and manner as determined by the Administrator, which will state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the “Exercised
Shares”), and such other representations and agreements as may be
required by the Company pursuant to the provisions of the Plan.  The Exercise Notice will be completed by
Participant and delivered to the Company. 
The Exercise Notice will be accompanied by payment of the aggregate
Exercise Price as to all Exercised Shares, together with any applicable
withholding taxes.  This Option will be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price and any applicable
tax withholding.


No Shares will be issued
pursuant to the exercise of this Option unless such issuance and exercise
comply with Applicable Laws.  Assuming
such compliance, for income tax purposes the Exercised Shares will be considered
transferred to Participant on the date the Option is exercised with respect to
such Exercised Shares.



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C.            Method of Payment.


Payment
of the aggregate Exercise Price will be by any of the following, or a
combination thereof, at the election of Participant:


1.             cash;


2.             check;


3.             consideration received by the Company under a
formal cashless exercise program adopted by the Company in connection with the
Plan; or


4.             surrender of other Shares which, (a) in the
case of Shares acquired from the Company, either directly or indirectly, have
been owned by Participant and not subject to a substantial risk of forfeiture
for more than six (6) months on the date of surrender, and (b) have a
Fair Market Value on the date of surrender equal to the aggregate Exercise
Price of the Exercised Shares.


D.            Non-Transferability
of Option.  Unless determined
otherwise by the Administrator, this Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Participant only by Participant.


E.             Term of Option.


This Option may be exercised only within the term set
out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Award Agreement.


F.             Tax
Obligations.


1.             Withholding
Taxes.  Participant agrees to make
appropriate arrangements with the Company (or the Parent or Subsidiary
employing or retaining Participant) for the satisfaction of all Federal, state,
and local income and employment tax withholding requirements applicable to the
Option exercise.  Participant
acknowledges and agrees that the Company may refuse to honor the exercise and
refuse to deliver Shares if such withholding amounts are not delivered at the
time of exercise.


2.             Notice
of Disqualifying Disposition of ISO Shares. 
If the Option granted to Participant herein is an ISO, and if
Participant sells or otherwise disposes of any of the Shares acquired pursuant
to the ISO on or before the later of (a) the date two years after the Grant
Date, or (b) the date one year after the date of exercise, Participant will
immediately notify the Company in writing of such disposition.  Participant agrees that Participant may be
subject to income tax withholding by the Company on the compensation income
recognized by Participant.


G.            Entire Agreement;
Governing Law.  The Plan is
incorporated herein by reference.  The
Plan and this Award Agreement constitute the entire agreement of the parties
with respect to the subject matter hereof and supersede in their entirety all
prior undertakings and agreements of the Company and Participant with respect
to the subject matter hereof, and may not be modified adversely to Participant’s
interest except by means of a writing signed by the Company and



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Participant.  This Award Agreement
is governed by the internal substantive laws, but not the choice of law rules,
of California.


H.            No Guarantee of
Continued Service.  PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING
SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL
OF THE COMPANY (OR THE PARENT OR SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT)
AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION 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 CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR
THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY
WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY (OR THE PARENT OR
SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S
RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.


[Remainder of Page Intentionally Left Blank]



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By Participant’s
signature and the signature of the Company’s representative below, Participant
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Award Agreement.  Participant has reviewed the Plan and this
Award Agreement in their entirety, has had an opportunity to obtain the advice
of counsel prior to executing this Award Agreement and fully understands all
provisions of the Plan and Award Agreement. 
Participant hereby agrees to accept as binding, conclusive and final all
decisions or interpretations of the Administrator upon any questions relating
to the Plan and Award Agreement. 
Participant further agrees to notify the Company upon any change in the
residence address indicated below.


 


	
  PARTICIPANT:

  	
   

  	
  UTSTARCOM, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Residence Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 



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EXHIBIT A


UTSTARCOM, INC.


2006 EQUITY
INCENTIVE PLAN


EXERCISE NOTICE


UTStarcom, Inc.

1275 Harbor Bay Parkway

Suite 100

Alameda, CA 94502


Attention: [             ]


1.             Exercise of
Option.  Effective as of today,                           ,
             ,
the undersigned (“Participant”)
hereby elects to purchase                      
shares (the “Shares”) of the Common Stock of
UTStarcom, Inc. (the “Company”) under
and pursuant to the 2006 Equity Incentive Plan (the “Plan”)
and the Award Agreement dated              
(the “Award Agreement”). The purchase price
for the Shares will be $                 ,
as required by the Award Agreement.


2.             Delivery of
Payment.  Participant herewith delivers to the Company the full
purchase price for the Shares and any required withholding taxes to be paid in
connection with the exercise of the Option.


3.             Representations
of Participant.  Participant acknowledges that Participant has
received, read and understood the Plan and the Award Agreement and agrees to
abide by and be bound by their terms and conditions.


4.             Rights as
Stockholder.  Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the Shares, no right to vote or receive dividends or any other
rights as a stockholder will exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares so acquired will be
issued to Participant as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance, except as provided in Section 14 of the Plan.


5.             Tax Consultation.  Participant
understands that Participant may suffer adverse tax consequences as a result of
Participant’s purchase or disposition of the Shares. Participant represents
that Participant has consulted with any tax consultants Participant deems
advisable in connection with the purchase or disposition of the Shares and that
Participant is not relying on the Company for any tax advice.


6.             Entire Agreement; Governing Law.  The
Plan and Award Agreement are incorporated herein by reference. This Exercise
Notice, the Plan, and the Award Agreement constitute the entire


 









 



 


agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Participant with respect to the subject matter
hereof, and may not be modified adversely to Participant’s interest except by
means of a writing signed by the Company and Participant. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
California.


	
  Submitted by:

  	
  Accepted by:

  
	
   

  	
   

  
	
  PARTICIPANT:

  	
  UTSTARCOM, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
  By

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
  Its

  
	
   

  	
   

  
	
  Address:

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  1275 Harbor Bay
  Parkway

  
	
   

  	
  Suite 100

  
	
   

  	
   

  	
  Alameda, CA
  94502

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date Received

  
					



 



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