Exhibit 10.4


UTSTARCOM, INC.


2006 EQUITY INCENTIVE PLAN


NOTICE OF GRANT OF RESTRICTED STOCK


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 (the “Notice of
Grant”) and Terms and Conditions of Restricted Stock Grant, attached
hereto as Exhibit A (together, the “Restricted Stock Agreement”
or the “Agreement”).


Participant:


Address:


Participant
has been granted the right to receive an Award of Restricted Stock, subject to
the terms and conditions of the Plan and this Agreement, as follows:




	
  Grant Number

  	
                                               

  
	
   

  	
   

  
	
  Date of Grant

  	
                                               

  
	
   

  	
   

  
	
  Vesting Commencement Date

  	
                                               

  
	
   

  	
   

  
	
  Number of Shares of Restricted Stock

  	
                                               

  
	
   

  	
   

  
	
  [Exercise Price Per Share

  	
  $                                          ]

  
	
   

  	
   

  
	
  Term/Expiration Date

  	
                                               

  






 


Vesting Schedule:


Subject to any acceleration provisions contained in the Plan or set
forth below, the Restricted Stock shall vest and the Company’s right to
repurchase the Restricted Stock shall lapse in accordance with the following
schedule:


[Insert Vesting Schedule Here]


[PARTICIPANT MUST PURCHASE THE SHARES BEFORE THE
EXPIRATION DATE OR THE RESTRICTED STOCK AWARD WILL TERMINATE AND PARTICIPANT
WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.]



   
 






 



 


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 attached Terms and Conditions of
Restricted Stock Grant, both of which are made a part of this document.


	
  PARTICIPANT:

  	
   

  	
  UTSTARCOM, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name

  	
   

  	
  Title

  	
   

  



 



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APPENDIX A


TERMS AND CONDITIONS OF RESTRICTED STOCK GRANT


1.             [Purchase of Stock.   The
Company hereby agrees to sell to Participant and Participant hereby agrees to
purchase the number of shares of the Company’s Common Stock (the “Restricted Stock”), at the per Share purchase price and as
otherwise described in the Notice of Grant. The purchase price for the
Restricted Stock, if any, may be paid by delivery to the Company at the time of
execution of this Agreement of cash, a check, or some combination thereof,
together with any applicable withholding taxes.]


[OR]


[Grant.   The
Company hereby grants to Participant under the Plan for past services and as a
separate incentive in connection with his or her services and not in lieu of
any salary or other compensation for his or her services, an Award of Shares of
Restricted Stock, subject to all of the terms and conditions in this Agreement
and the Plan.]


2.             Escrow of Shares.


(a)           All
Shares of Restricted Stock will, upon execution of this Agreement, be delivered
and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares of Restricted
Stock will be held by the Escrow Holder until such time as the Shares of
Restricted Stock vest or the date Participant ceases to be a Service Provider.


(b)           The
Escrow Holder will not be liable for any act it may do or omit to do with
respect to holding the Shares of Restricted Stock in escrow while acting in
good faith and in the exercise of its judgment.


(c)           Upon
Participant’s termination as a Service Provider for any reason, the Escrow
Holder, upon receipt of written notice of such termination, will take all steps
necessary to accomplish the transfer of the unvested Shares of Restricted Stock
to the Company. Participant hereby appoints the Escrow Holder with full power
of substitution, as Participant’s true and lawful attorney-in-fact with
irrevocable power and authority in the name and on behalf of Participant to
take any action and execute all documents and instruments, including, without
limitation, stock powers which may be necessary to transfer the certificate or
certificates evidencing such unvested Shares of Restricted Stock to the Company
upon such termination.


(d)           The
Escrow Holder will take all steps necessary to accomplish the transfer of
Shares of Restricted Stock to Participant after they vest following Participant’s
request that the Escrow Holder do so.


(e)           Subject
to the terms hereof, Participant will have all the rights of a shareholder with
respect to the Shares while they are held in escrow, including without
limitation, the right to vote the Shares and to receive any cash dividends
declared thereon.


(f)            In
the event of any dividend
or other distribution (whether in the form of cash, Shares, other securities,
or other property), recapitalization, stock split, reverse stock split,



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reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase, or exchange of Shares or other securities of the Company, or other
change in the corporate structure of the Company affecting the Shares, the
Shares of Restricted Stock will be increased, reduced or otherwise changed, and
by virtue of any such change Participant will in his or her capacity as owner
of unvested Shares of Restricted Stock be entitled to new or additional or
different shares of stock, cash or securities (other than rights or warrants to
purchase securities); such new or additional or different shares, cash or
securities will thereupon be considered to be unvested Shares of Restricted
Stock and will be subject to all of the conditions and restrictions which were
applicable to the unvested Shares of Restricted Stock pursuant to this
Agreement. If Participant receives rights or warrants with respect to any
unvested Shares of Restricted Stock, such rights or warrants may be held or
exercised by Participant, provided that until such exercise any such rights or
warrants and after such exercise any shares or other securities acquired by the
exercise of such rights or warrants will be considered to be unvested Shares of
Restricted Stock and will be subject to all of the conditions and restrictions
which were applicable to the unvested Shares of Restricted Stock pursuant to
this Agreement. The Administrator in its absolute discretion at any time may
accelerate the vesting of all or any portion of such new or additional shares
of stock, cash or securities, rights or warrants to purchase securities or
shares or other securities acquired by the exercise of such rights or warrants.


(g)           The Company
may instruct the transfer agent for its Common Stock to place a legend on the
certificates representing the Restricted Stock or otherwise note its records as
to the restrictions on transfer set forth in this Agreement.


3.             Vesting
Schedule/Period of Restriction.   Except as provided in Section 4, and
subject to Section 5, the Shares of Restricted Stock awarded by this Agreement will
vest in accordance with the vesting provisions set forth in the Notice of Grant.
Shares of Restricted Stock scheduled to vest on a certain date or upon the
occurrence of a certain condition will not vest in Participant in accordance
with any of the provisions of this Agreement, unless Participant will have been
continuously a Service Provider from the Date of Grant until the date such
vesting occurs.


4.             Administrator
Discretion.   The Administrator, in its discretion, may accelerate the
vesting of the balance, or some lesser portion of the balance, of the unvested
Restricted Stock at any time, subject to the terms of the Plan. If so
accelerated, such Restricted Stock will be considered as having vested as of
the date specified by the Administrator.


5.             Forfeiture.   Notwithstanding
any contrary provision of this Agreement, the balance of the Shares of
Restricted Stock that have not vested at the time of Participant’s termination as
a Service Provider for any reason will be forfeited and automatically
transferred to and reacquired by the Company at no cost to the Company upon the
date of such termination. Participant will not be entitled to a refund of the
price paid for the Shares of Restricted Stock, if any, returned to the Company
pursuant to this Section 5. Participant hereby appoints the Escrow Agent with
full power of substitution, as Participant’s true and lawful attorney-in-fact
with irrevocable power and authority in the name and on behalf of Participant
to take any action and execute all documents and instruments, including,
without limitation, stock powers which may be necessary to transfer the
certificate or certificates evidencing such unvested Shares to the Company upon
such termination of service.



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6.             Death
of Participant.   Any distribution or delivery to be made to Participant
under this Agreement will, if Participant is then deceased, be made to the
administrator or executor of Participant’s estate. Any such administrator or
executor 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 Applicable Laws pertaining to
said transfer.


7.             Withholding of Taxes.   Notwithstanding any contrary provision of this
Agreement, no certificate representing the Shares of Restricted Stock may be
released from the escrow established pursuant to Section 5, unless and
until satisfactory arrangements (as determined by the Administrator) will have
been made by Participant with respect to the payment of income and employment
taxes which the Company determines must be withheld with respect to such Shares.
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
Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant
will permanently forfeit such Shares and the Shares will be returned to the
Company at no cost to the Company.


8.             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
or the Escrow Agent. Except as provided in Section 2(f), after such
issuance, recordation and delivery, Participant will have all the rights of a
stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares.


9.             No
Guarantee of Continued Service.   PARTICIPANT
ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES OF RESTRICTED STOCK 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 RESTRICTED STOCK 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.


10.           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



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Parkway, Suite
100, Alameda, CA 94502, or at such other address as the Company may hereafter
designate in writing.


11.           Grant
is Not Transferable.   Except to the limited extent provided in Section
6 above, the unvested Shares subject to 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 any
unvested Shares of Restricted Stock subject to 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.


12.           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.


13.           Additional Conditions to Release from Escrow.   The Company will not be required to issue any
certificate or certificates for Shares hereunder or release such Shares from
the escrow established pursuant to Section 2 prior to fulfillment of all the
following conditions: (a) the admission of such Shares to listing on all
stock exchanges on which such class of stock is then listed; (b) the
completion of any registration or other qualification of such Shares under any
state or federal law or under the rulings or regulations of the Securities and
Exchange Commission or any other governmental regulatory body, which the
Administrator will, in its absolute discretion, deem necessary or advisable;
(c) the obtaining of any approval or other clearance from any state or
federal governmental agency, which the Administrator will, in its absolute
discretion, determine to be necessary or advisable; and (d) the lapse of
such reasonable period of time following the date of grant of the Restricted
Stock as the Administrator may establish from time to time for reasons of
administrative convenience.


14.           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. Capitalized terms used and not defined in this Agreement will have
the meaning set forth in the Plan.


15.           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 Shares of Restricted Stock 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 individual serving as the Administrator (either
serving alone or with other individuals) will be personally liable for any
action, determination or interpretation made in good faith with respect to the
Plan or this Agreement.


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



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17.           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.


18.           Modifications
to the Agreement.   This Agreement constitutes the entire understanding
of the parties on the subjects covered. Participant expressly warrants that he or
she is not accepting this Agreement in reliance on any promises,
representations, or inducements other than those contained herein. Modifications
to this Agreement or the Plan can be made only in an express written contract
executed by a duly authorized officer of the Company. Notwithstanding anything
to the contrary in the Plan or this Agreement, the Company reserves the right
to revise this Agreement as it deems necessary or advisable, in its sole
discretion and without the consent of Participant, to comply with Section 409A
of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise
avoid imposition of any additional tax or income recognition under Section 409A
of the Code in connection to this Award of Restricted Stock.


19.           Amendment,
Suspension or Termination of the Plan.   By accepting this Award, Participant
expressly warrants that he or she has received a Restricted Stock Award under
the Plan, and has received, read and understood a description of the Plan. Participant
understands that the Plan is discretionary in nature and may be amended,
suspended or terminated by the Company at any time.


20.           Notice
of Governing Law.   This Restricted Stock Award will be governed by,
and construed in accordance with, the laws of the State of California without
regard to principles of conflict of laws.



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