Exhibit 10.17


 


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 “Award 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 Award 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 this Award Agreement and the Plan, which is 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 Award 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 Award Agreement and the Plan.]


 


2.                                       Escrow of
Shares.


 


(a)           All
Shares of Restricted Stock will, upon execution of this Award 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 Award
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 Award 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 Award 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 Award 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 Award 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 Award 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 Award 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 Award Agreement, no certificate representing the Shares of Restricted
Stock may be released from the escrow established pursuant to Section 2,
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.  The
Administrator, in its sole discretion and pursuant to such procedures as it may
specify from time to time, may permit Participant to satisfy such tax
withholding obligation, in whole or in part (without limitation) by (a) paying
cash, (b) electing to have the Company withhold otherwise deliverable
Shares having a Fair Market Value equal to the minimum amount required to be
withheld, (c) delivering to the Company already vested and owned Shares
having a Fair Market Value equal to the amount required to be withheld, or (d) selling
a sufficient number of such Shares otherwise deliverable to Participant through
such means as the Company may determine in its sole discretion (whether through
a broker or otherwise) equal to the amount required to be withheld.  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 


 


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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 Award Agreement will be addressed to the
Company at UTStarcom, Inc., 1275
Harbor Bay 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 Award 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 Award Agreement is
subject to all terms and provisions of the Plan.  In the event of a conflict between one or
more provisions of this Award Agreement and one or more provisions of the Plan,
the provisions of the Plan will govern. 
Capitalized terms used and not defined in this Award 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 Award 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 


 


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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 Award Agreement.


 


16.                                 Electronic Delivery.  The
Company may, in its sole discretion, decide to deliver any documents related to
Restricted Stock awarded under the Plan or future Restricted Stock 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 any on-line or
electronic system established and maintained by the Company or another third
party designated by the Company.


 


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


 


18.                                 Agreement
Severable.  In the event that any
provision in this Award 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 Award
Agreement.


 


19.                                 Modifications
to the Award Agreement.  This Award
Agreement constitutes the entire understanding of the parties on the subjects
covered.  Participant expressly warrants
that he or she is not accepting this Award Agreement in reliance on any promises,
representations, or inducements other than those contained herein.  Modifications to this Award 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 Award
Agreement, the Company reserves the right to revise this Award 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.


 


20.                                 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.


 


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. 
For purposes of litigating any
dispute that arises under this Award of Restricted Stock or this Award 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 is made and/or to be
performed.


 


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