Exhibit 10.1


 





 


February 10, 2010


 


Jack
Lu


 


(Delivery by email)


 


Dear Jack:


 


Reference is made to the
offer letter dated January 26, 2010 and executed by you February 1,
2010 (the “Offer Letter”). Terms defined in the Offer Letter will have the same
meanings in this letter agreement.


 


Pursuant to the Offer Letter, you are to commence services as
UTStarcom’s Senior Vice President and Chief Operating Officer upon the closing
of the Investment (your “Original Start Date”) and thereafter would become its
Chief Executive Officer effective on the later of June 30, 2010 or three
months following the closing of the Investment. This letter is to confirm that
you will now commence services as UTStarcom’s Senior Vice President and Chief
Operating Officer on March 1st, 2010, prior to the closing of the
Investment (your “New Start Date”).


 


The terms of your employment will be governed by the Offer
Letter, Severance Agreement and Confidentiality Agreement, except as follows:


 


·      The
Signing Bonus will be paid to you on the first payroll period following your
New Start Date (rather than your Original Start Date).


 


·      The
Initial Restricted Stock Award will be granted at the first Compensation
Committee meeting after your New Start Date (rather than your Original Start
Date) at which equity grants are considered for approval.


 


·      If
for any reason the Investment is not consummated, you would continue in the
role of Senior Vice President and Chief Operating Officer and the Board would
be able to appoint you Chief Executive Officer at its discretion with
employment terms to be mutually agreed upon between you and the Board. For
purposes of clarification, this means that (i) the provisions in the Offer
Letter providing for an increase to your base salary and target annual bonus,
and the granting of additional equity awards upon commencing as the Chief
Executive Officer would not apply, unless agreed upon in writing by you and the
Board, and (ii) “Good Reason” would not exist as a result of your not
being appointed Chief Executive Officer for purposes of triggering severance
pay under your Severance Agreement.


 


In all other respects, the Offer Letter (as modified by this
letter agreement), together with the Severance Agreement and Confidentiality
Agreement, will govern the terms and conditions of your employment and
supersede any prior discussions, oral or written, which we have had relating to
your employment and the other matters discussed in this letter.


 





 

















 


Jack, we are excited about your commitment to UTStarcom and
that you believe so much in its future prospects. We too believe that UTStarcom
has a promising future and look forward to working with you to that end.


 


If you have any questions, please feel free to contact me at
1-510-864-8800.


 


Yours Sincerely,


 


 


Ed Hudson


Senior Director, International Human Resources


 


I accept the terms and conditions of this
letter agreement, and I understand that it modifies the terms of the Offer
Letter.


 


	
  Signed:
  

  	
  /s/
  JACK LU

  	
   

  
	
  Print
  Name: 

  	
  Jack
  Lu

  	
   

  
	
  Date: 

  	
  February 22,
  2010