Exhibit 10.51


 





 


	
  Date:

  	
   

  	
  December 7, 2007

  
	
  To:

  	
   

  	
  Mark Green

  
	
  From:

  	
   

  	
  Hong Lu

  
	
  Subject:

  	
   

  	
  2007-08 Turnaround
  Bonus and Stock Award

  



 


I want to thank you for your
contributions to UTStarcom and acknowledge you as an integral member of the senior
management team. These past months have been challenging and have required a
tremendous amount of time and effort from all of us. Achieving success in
the strategic recovery plan is paramount for the success of UTStarcom. Your
leadership will be integral in achieving this turnaround.


 


In recognition of
your ongoing commitment to UTStarcom you are eligible to receive a bonus paid
out in two installments, subject to achieving the milestones outlined below and
sustaining the performance requirements of your position.   The bonus
is designed to reward performance and support achievement of the company’s
turnaround goals.


Your on target bonus
is 65% of your base salary to be paid out as follows:


 


1.               50%
is scheduled for payment on March 15, 2008, upon completion of your Q4 07 goals
as outlined in the attached worksheet.


 


2.               The
remaining 50% payment will be paid in early
Q4, subject to the following company performance hurdles and multipliers, and
successful completion of your Q1-Q3 08 goals as outlined in the attached
worksheet


 


	
  Operating Income

  Achievement (Q1-Q2 08

  Budget)

  	
   

  	
  Q4 Bonus Multiplier*

  	
   

  
	
  <75%

  	
   

  	
  0%

  	
   

  
	
  75%

  	
   

  	
  75%

  	
   

  
	
  100%

  	
   

  	
  100%

  	
   

  
	
  125%

  	
   

  	
  125%

  	
   

  
	
  >125%

  	
   

  	
  125%

  	
   

  



 






* Prorated linearly between 75% and 125%


 


3.               Your
actual bonus payment will be determined based upon the company’s assessment of
your performance against these goals and the operating income metrics above (example
follows).You must be employed by the company on the projected payment dates to
be eligible for payment. In the event that changes occur as a result of changes
in UTStarcom business conditions, modifications to these terms may be required.


 

















 


Example


a.               1st payment: If you meet 75% of your Q4 goals,
your expected bonus will be calculated as follows: Bonus = Base Salary x 65% x
75%


 


b.              2nd payment: If you meet 80% of your Q1-Q3 goals,
and the company beats it’s budgeted operating income by 20%, your 2nd bonus payout would be calculated as follows: Bonus
= Base Salary x 65% x 80% x 120%


 


This bonus replaces
your 2007 performance bonus which would have been paid out in Q1 2008. A 2008
year-end performance bonus review will take place as usual in Q1 2009 based on
the full 2008 year performance.


 


Stock
Award


 


Additionally, I am
pleased to let you know that you have been issued 91,428 Restricted Stock
Units. These RSUs will vest 25% on February 29, 2008 and 25% annually
thereafter.


 


You also have the
opportunity to earn up to 182,858 RSUs. The actual number of RSUs that you will
receive will be based on performance against your 2007 MBOs, set at the
beginning of this year. These shares have a 2 year vesting schedule, vesting 50%
on February 29, 2008 and 50% on February 27, 2009.


 


I would like to
remind you that we expect you to treat your compensation changes in the
strictest confidence. We value your contributions to UTStarcom and thank you
for your continuing efforts to re-build our leadership position.


 


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