Exhibit 10.15


 


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”). 
Further, if for any reason this Option (or portion thereof) shall not
qualify as an ISO, then, to the extent of such nonqualification, such Option
(or portion thereof) shall be regarded as a NSO granted under the Plan.  In no event shall the Administrator, the Company
or any Parent or Subsidiary or any of their respective employees or directors
have any liability to Participant (or any other person) due to the failure of
the Option to qualify for any reason as an ISO.


 


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) shall be valued
at its Fair Market Value on the date of exercise, and (b) must be owned
free and clear of any liens, claims, encumbrances or security interests, if
accepting such Shares, in the sole discretion of the Administrator, shall not
result in any adverse accounting consequences to the Company.


 


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.             Tax Withholding.  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, local, and
foreign 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.


 


3.             Code Section 409A.  Under Code Section 409A, an Option that
vests after December 31, 2004 (or that vested on or prior to such date but
which was materially modified after October 3, 2004) that was granted with
a per Share exercise price that is determined by the Internal Revenue Service
(the “IRS”) to be less than the Fair Market Value of a Share on the date of
grant (a “discount option”) may be considered “deferred compensation.”  An Option that is a “discount option” may
result in (i) income recognition by Participant prior to the exercise of
the Option, (ii) an 


 


3

















 


additional twenty percent (20%) federal income tax,
and (iii) potential penalty and interest charges.  The “discount option” may also result in
additional state income, penalty and interest tax to the Participant.  Participant acknowledges that the Company
cannot and has not guaranteed that the IRS will agree that the per Share
exercise price of this Option equals or exceeds the Fair Market Value of a
Share on the date of grant in a later examination.  Participant agrees that if the IRS determines
that the Option was granted with a per Share exercise price that was less than
the Fair Market Value of a Share on the date of grant, Participant shall be
solely responsible for Participant’s costs related to such a determination.


 


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
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]


 


4

















 


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

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


5

















 


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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