Exhibit 10.52


 





 


	
  Date:

  	
   

  	
  December 7, 2007

  
	
  To:

  	
   

  	
  Susan
  Marsch

  
	
  From:

  	
   

  	
  Fran
  Barton

  
	
  Cc:

  	
   

  	
  Mark Green

  
	
  Subject:

  	
   

  	
  2007-08 Turnaround
  Bonus and Stock Award - CONFIDENTIAL

  



 


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 35% 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 35% 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 35% 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 40,000 Restricted Stock Units. These RSUs will vest 25% on February 29,
2008 and 25% annually thereafter.


 


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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