Exhibit
10.4


UTSTARCOM, INC.


STOCK
OPTION AMENDMENT ELECTION FORM


UTStarcom, Inc. (“UTStarcom”) has determined that
certain of your stock options, as listed on Exhibit A attached hereto,
have been granted with an exercise price less than the fair market value of the
underlying common stock on the date of grant (your “discount
stock options”) and are currently considered to be deferred
compensation arrangements subject to Section 409A (“Section 409A”)
of the Internal Revenue Code of 1986, as amended (the “Code”).  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.  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.


x                                  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, as set forth on Exhibit A hereto.


o                                    I
do not wish to make an election at this time and understand 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, if any, 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
set forth in Exhibit A hereto.  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 remain subject to all of
the terms and conditions of the 1997 Stock Plan (the “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 have been 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: 

  	
  /s/ Bill Huang

  	
   

  	
   

  	
  Date: December 29, 2006

  
	
   

  	
   

  	
   

  
	
  Name (printed): 

  	
  Bill Huang

  	
   

  	
   

  	
   

  
						



 









 



EXHIBIT A


	
  NAME

  	
   

  	
  ORIGINAL GRANT

  DATE

  	
   

  	
  SHARES 

  GRANTED

  	
   

  	
  ORIGINAL 

  EXERCISE PRICE

  	
   

  	
  NEW PROPOSED 

  MEASUREMENT 

  DATE

  	
   

  	
  NEW PROPOSED 

  EXERCISE PRICE

  	
   

  	
  SHARES 

  SUBJECT TO 

  CORRECTION

  	
   

  
	
  Bill Huang

  	
   

  	
  2/28/2002

  	
   

  	
  80,000

  	
   

  	
  20.25

  	
   

  	
  3/27/2002

  	
   

  	
  25.25

  	
   

  	
  23,333

  	
   

  
	
  Bill Huang

  	
   

  	
  7/25/2002

  	
   

  	
  40,000

  	
   

  	
  15.72

  	
   

  	
  7/17/2002

  	
   

  	
  20.82

  	
   

  	
  15,833