Exhibit
10.1


UTSTARCOM, INC.


STOCK
OPTION AMENDMENT ELECTION FORM


This election may
be necessary to protect you from penalty taxes that may be imposed upon you
under Section 409A of the Internal Revenue Code (“Section 409A”).  Under Section 409A, if you hold stock options
to purchase shares of common stock of UTStarcom, Inc. (“UTStarcom”)
that vest after December 31, 2004 that were granted with an exercise price less
than the fair market value of UTStarcom’s common stock on the date of grant (“discount options”), the portion of the discount options that
vest after December 31, 2004 would not comply with Section 409A.  As such, unless the discount options are
corrected, your gain with respect to the affected portion of your discount option
would be includible in your taxable income prior to exercise, and will be
subject to regular state and federal taxes plus a 20% federal penalty tax and
interest charges.  However, under special
transition rules designed by the IRS to protect taxpayers from such adverse tax
consequences, you are permitted to make an irrevocable election to avoid the
impact of Section 409A.  The purpose of
this election is to provide you with an opportunity to amend your discount
stock options in a manner that would avoid the adverse tax consequences of
Section 409A described herein.  The
details of this election are summarized in this election form.  Please note, however, that in making any
election hereunder you are not admitting, as of the date of the election, that
you currently hold any options that would be considered discount options.  Instead, this election is intended to be
protective in nature to the extent UTStarcom’s internal stock option review
determines that you have been granted discount options.  To take advantage of this election, you must
complete the applicable section(s) of this election form and fax or
hand-deliver it to UTStarcom to the person set forth below.


SECTION I.                               Discount
Stock Options


Please
select one of the alternatives below and complete the required information.


o                                    I
hereby elect to increase the exercise price of all my discount stock options to
an exercise price not less than the fair market value of the underlying common
stock on the date of grant if the result of the Company’s stock option review
to be completed no later than December 31, 2007 results in a determination that
I hold discount options.  If UTStarcom’s
stock option review results in a determination that I do not hold discount
options, no adjustments will be made to my options and they will continue to be
governed with their terms and conditions without giving effect to this
election.  I understand that if I make this election that I will not be permitted to
exercise any of my outstanding stock options until the completion of UTStarcom’s
stock option review.


o                                    I
do not wish to make an election at this time and understand that if UTStarcom’s
stock option review results in a determination that I hold discount options
that UTStarcom will be required to treat such discount stock options as “deferred
compensation” under Section 409A and that UTStarcom will be required report and
withhold, to the extent applicable, income prior to my exercise of such
discount stock options and that I will be subject to the appropriate additional
tax and interest charges imposed by Section 409A.


IMPORTANT
TAX LAW DEADLINE(S): 
IRS guidance requires that to the extent you want
your election to protect your options from Section 409A tax penalties, it must
be submitted or delivered to UTStarcom stock administration by December 31,
2006.


Please return your
completed form to:


Russell Boltwood


VP/General Counsel


UTStarcom, Inc.


1275 Harbor Bay Parkway


Alameda, CA 94502
USA


Fax: (510) 338-4395


Tel: (510) 749-1530


e-mail:
Russell@utstar.com









 



SECTION
II.         Representations
Regarding the  Terms and Conditions of this Election and Amendment of Discount
Stock Options


Voluntary
Participation.  The
election made by me in this form is entirely voluntary.  I understand that UTStarcom is not making,
nor has it made, any recommendations on whether I should make an election.  I acknowledge that I understand that the
deadlines described in this form are IRS-imposed deadlines that impact the tax
treatment of my discount stock options and not UTStarcom-imposed deadlines on
the use of the elections described in this form.


Irrevocable
Election.  I
acknowledge that, once I make an election pursuant to this procedure, I may not
subsequently change my mind with respect to any portion of this election.


Amendment
to Stock Option.  I
acknowledge that my election selected above will serve as an amendment to my discount
stock options to the extent required to increase the exercise price to that
applicable new exercise price as determined pursuant to UTStarcom’s stock
option review.  By my execution of this
election, I have agreed to be bound by all the terms and conditions of this
election as described in this election form. 
Other than as amended by the terms and conditions of this election, my discount
stock options will remain subject to all of the terms and conditions of the
1997 Stock Plan, the Amended 2001 Director Option Plan, the 2003 Non-Statutory
Stock Option Plan, and stock option agreement(s) memorializing my discount
stock options.


No Guarantee of Vesting or Continued Status
as a Service Provider. 
I acknowledge and agree that my election hereunder does not alter the
vesting schedule of my discount stock options. 
I also acknowledge and agree that my election hereunder does not
constitute an express or implied promise of continued status as an employee,
director or consult for UTStarcom or any of its subsidiary companies for the
applicable discount option vesting period, and that any election I may make
shall not interfere with my right or UTStarcom’s right to terminate my service
at any time, with or without cause.


Tax and
Financial Consultation. 
I acknowledge and represent that I have consulted with such tax and
legal advisors and consultants, if any, as I deem advisable in connection with
this election.  I acknowledge that the
information provided to me about the IRS regulations by UTStarcom is based on UTStarcom’s
current reasoned interpretation of complicated proposed regulations and other
IRS guidance based on advice of various tax and legal experts, and that I am
not relying on UTStarcom in, and I am solely responsible for, making any
election hereunder and that I am not relying upon UTStarcom for any such tax or
legal advice.


Administration.  I
understand and acknowledge and agree that UTStarcom will determine, in its sole
and absolute discretion, all questions as to the form of elections and the
validity, eligibility and time of receipt of any election.  I acknowledge and agree that UTStarcom’s
determination of these matters will be final and binding on all parties.


Execution
and Agreement to Terms and Conditions.  Before
signing this election form, I have received, read and understand this election
form.  By submitting this election to UTStarcom,
I agree that my discount stock options will be amended, to the extent
necessary, to reflect this election, and that my discount stock options are
governed by the terms and conditions of this election, the Plan and my stock
option agreement(s).


I ACKNOWLEDGE AND
AGREE THAT UTSTARCOM IS NOT MAKING ANY RECOMMENDATION TO ME REGARDING WHETHER
OR WHEN TO TAKE ANY ACTION IN RESPONSE TO SECTION 409A.  THE TIMING OF ANY ELECTION THAT I MAKE WILL
AFFECT WHETHER THE ELECTION MITIGATES MY SECTION 409A LIABILITY.  THESE ARE IRS TIMING RULES, NOT UTSTARCOM-IMPOSED
LIMITATIONS.  I WILL HAVE TO DECIDE
WHETHER AND HOW TO IMPLEMENT THESE POTENTIAL ACTIONS BASED ON MY PERSONAL TAX
AND FINANCIAL POSITION AND OTHER FACTORS.


	
  Signed:

  	
   

  	
   

  	
   

  	
  Date: December      , 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
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