Exhibit 10.44


 





 


March 9,
2007


 


Susan
Marsch


[Address]


 


Dear
Susan:


 


I am
pleased to confirm UTStarcom’s job offer to you for the position of General Counsel with a start date of April 2, 2007. This
position reports directly to Fran Barton,
Chief Financial Officer.


 


The
key elements of this employment offer are as follows:


 


Salary: Your gross annual salary is $300,000 USD. Paydays are on the 15th and the last day of each month. Direct deposit
is available.


 


Options: We will recommend to the
Compensation Committee of our Board of Directors, at its next meeting at which
employee stock option grants are considered for approval, that you be granted
an option to purchase up to 125,000
shares of UTStarcom common stock at an exercise price equal to the fair market
value of UTStarcom common stock on the date of grant. One quarter (25%) of the
shares subject to the option will vest on the first anniversary of the date of
grant, and the remaining shares will vest in equal installments of 1/36th each
month thereafter, subject to your continuing to provide services to UTStarcom
(or one of its subsidiary companies) through each applicable vesting date.


 


Change in Control/Involuntary Termination: Upon your
commencement of employment, you will be offered a change in control agreement
(which in the event of involuntary termination following a change in control
provides for one year salary plus on target bonus, and 100% vesting of equity).
In addition, you will be offered an involuntary termination agreement, which
provides for 6 months severance pay.


 


Annual Bonus: You will be eligible for an on
target annual bonus of 35% of your
annual based salary (pro-rated for 2007). Payment is based upon mutually agreed
performance objectives determined by you and your manager and company
performance.


 


Other Benefits: As a full-time regular employee
you are eligible for employee benefits under UTStarcom Benefit Programs. Please
see attached Benefits Summary.


 


Please
be prepared to provide proof of eligibility for employment in the United States
on your first day of work, in compliance with the Immigration Reform and
Control Act (Form I-9).


 


While
we hope your employment relationship with UTStarcom will be both long and
mutually rewarding, please note that this offer letter, which supersedes any
other offers of employment, is not a promise of employment for any period of
time. You or UTStarcom may end your employment at any time, with or without
notice or cause. This offer of employment is contingent upon completion of a
criminal background check. UTStarcom reserves the right to withdraw its offer
of employment to you if the results of the criminal background check are not
satisfactory, in the sole judgment of UTStarcom.


 


As an
employee of the Company, you will be expected to abide by Company rules and
regulations. You will be expected to sign and comply with an agreement, which
requires, among other provisions, the non-disclosure of proprietary
information.


 

















 


We
are pleased that you have chosen to become part of the UTStarcom team, and wish
you the very best as you begin your employment with UTStarcom. If you have any
questions about UTStarcom benefit programs, please feel free to contact Wing
Cheung at 510-749-1580.


 


Please
sign this letter to indicate your intent to accept the terms and conditions of
this offer, and please return the signed copy to my confidential fax at (510)
747-0129, no later than March 7, 2007.


 


If
you have any questions, please contact me directly at (510) 749-1577.


 


 


Sincerely,


 


 


Angela
Garcia


Senior
Recruiter


(510)
749-1577 direct


(510)
747-0129 fax


 


I
accept the terms and conditions of this offer letter, and I understand that it
replaces those of any earlier offers of employment. I further understand that
this offer letter is not an employment contract, and that my employment with
UTStarcom is at will.


 


 


	
  Signed:

  	
     /s/
  Susan Marsch

  	
   

  
	
   

  	
  Employee
  Signature

  	
   

  
	
   

  	
   

  	
   

  
	
  Print
  Name:

  	
  Susan
  Marsch

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  March
  11, 2007