Exhibit
10.2


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/ Hong Lu

  	
   

  	
   

  	
  Date: December 29, 2006

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name (printed):

  	
  Hong Lu

  	
   

  	
   

  	
   

  
						



 









 



EXHIBIT A


	
  NAME

  	
   

  	
  ORIGINAL GRANT

  DATE

  	
   

  	
  SHARES 

  GRANTED

  	
   

  	
  ORIGINAL 

  EXERCISE PRICE

  	
   

  	
  NEW PROPOSED 

  MEASUREMENT 

  DATE

  	
   

  	
  NEW PROPOSED 

  EXERCISE PRICE

  	
   

  	
  SHARES 

  SUBJECT TO 

  CORRECTION

  	
   

  
	
  Hong Lu

  	
   

  	
  2/28/2002

  	
   

  	
  150,000

  	
   

  	
  20.25

  	
   

  	
  3/27/2002

  	
   

  	
  25.25

  	
   

  	
  43,750

  	
   

  
	
  Hong Lu

  	
   

  	
  7/25/2002

  	
   

  	
  75,000

  	
   

  	
  15.72

  	
   

  	
  7/17/2002

  	
   

  	
  20.82

  	
   

  	
  29,688