**EXHIBIT 10.12**

**UTSTARCOM, INC.**

**VICE PRESIDENT CHANGE INCONTROL AND INVOLUNTARY TERMINATION SEVERANCE PAY PLAN**

 

# 1.             **Introduction**.  The purpose of this UTStarcom, Inc. VicePresident Change in Control and Involuntary Termination Severance Pay Plan (the“Plan”) is to provide assurances of specified severance benefits to eligibleemployees of the Company whose employment is subject to being involuntarilyterminated (other than for Cause, death or Disability).  The Plan is intended to (a) assure thatthe Company will have continued dedication and objectivity of its employees,and (b) provide the Company’s employees with an incentive to continuetheir employment and to motivate its employees to maximize the value of theCompany for the benefit of its stockholders.  This Plan is an “employee welfare benefitplan,” as defined in Section 3(1) of the Employee Retirement Income SecurityAct of 1974, as amended.  This documentconstitutes both the written instrument under which the Plan is maintained andthe required summary plan description for the Plan.

# 2.             **Important Terms**.  To help you understand how this Plan works,it is important to know the following terms:

## 2.1           “**Administrator**” means the Company, actingthrough its Vice President of Human Resources or any person to whom theAdministrator has delegated any authority or responsibility pursuant to Section8, but only to the extent of such delegation.

## 2.2           “**Base Pay**” means a Covered Employee’sregular straight-time salary as in effect during the last regularly scheduledpayroll period immediately preceding the date on which the Severance Benefitbecomes payable.  Base Pay does notinclude payments for overtime, shift premium, incentive compensation, incentivepayments, bonuses, commissions or other compensation.

## 2.3           “**Board**” means the Board of Directors of theCompany.

## 2.4           “**Cause**” means (a) any act of personaldishonesty taken by the Covered Employee in connection with his or herresponsibilities as an employee which is intended to result in substantialpersonal enrichment of the Covered Employee, (b) a Covered Employee’sconviction of a felony which the Board reasonably believes has had or will havea material detrimental effect on the Company’s reputation or business, (c) awillful act by the Covered Employee which constitutes misconduct and isinjurious to the Company, and (d) continued willful violations by the CoveredEmployee of the Covered Employee’s obligations to the Company after there hasbeen delivered to the Covered Employee a written demand for performance fromthe Company which describes the basis for the Company’s belief that the CoveredEmployee has not substantially performed his or her duties.

## 2.5           “**Change in Control**” shall mean theoccurrence of any of the following events:

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#### (a)           Any “person” (assuch term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficialowner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,of securities of the Company representing fifty percent (50%) or more of thetotal voting power represented by the Company’s then outstanding votingsecurities; or

#### (b)           The consummation ofthe sale or disposition by the Company of all or substantially all of theCompany’s assets; or

#### (c)           The consummation ofa merger or consolidation of the Company, with any other corporation, otherthan a merger or consolidation which would result in the voting securities ofthe Company outstanding immediately prior thereto continuing to represent(either by remaining outstanding or by being converted into voting securitiesof the surviving entity or its parent) at least fifty percent (50%) of thetotal voting power represented by the voting securities  of the Company, or such surviving entity orits parent outstanding immediately after such merger or consolidation; or

#### (d)           A change in thecomposition of the Board, as a result of which fewer than a majority of theDirectors are Incumbent Directors.  “IncumbentDirectors” means Directors who either (A) are Directors as of the effectivedate of the Plan (pursuant to Section 22), or (B) are elected, or nominated forelection, to the Board with the affirmative votes of at least a majority ofthose Directors whose election or nomination was not in connection with anytransaction described in subsections (i), (ii) or (iii) or in connection withan actual or threatened proxy contest relating to the election of Directors.

## 2.6           “**Company**” means UTStarcom, Inc., a Delawarecorporation, and any successor by merger, acquisition, consolidation orotherwise that assumes the obligations of the Company under the Plan.

## 2.7           “**Covered Employee**” means an employee of theCompany who is identified on Exhibit A to this Plan or who is designated by theAdministrator in writing from time to time as a Covered Employee.

## 2.8           “**Determination****Period**” means the time period beginning on the date of theChange in Control and ending eighteen (18) months following the Change inControl.

## 2.9           “**Director**” means a member of the Company’sBoard of Directors.

## 2.10         “**Disability**” means that the Covered Employeehas been unable to perform his or her Company duties as the result of his orher incapacity due to physical or mental illness, and such inability, at leasttwenty-six (26) weeks after its commencement or one hundred eighty (180) daysin any consecutive twelve (12) month period, is determined to be total andpermanent by a physician selected by the Company or its insurers and acceptableto the Covered Employee or the Covered Employee’s legal representative (suchagreement as to acceptability not to be unreasonably withheld).  Termination resulting from Disability mayonly be effected after at least thirty (30) days’ written notice by the Companyof its intention to terminate the Covered Employee’s employment.  In the event that the Covered Employeeresumes the performance of substantially all of his or her duties 

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## hereunder before the termination of his or her employment becomeseffective, the notice of intent to terminate will automatically be deemed tohave been revoked.

## 2.11         “**Effective****Date**”means June 20, 2006.

## 2.12         “**ERISA**” means the Employee Retirement IncomeSecurity Act of 1974, as amended.

## 2.13         “**Good****Reason**”means (a) without the Covered Employee’s express written consent, a significantreduction of the Covered Employee’s duties, position or responsibilitiesrelative to the Covered Employee’s duties, position or responsibilities ineffect immediately prior to such reduction, or the removal of the CoveredEmployee from such position, duties and responsibilities, unless the CoveredEmployee is provided with comparable duties, position and responsibilities;provided, however, that a reduction in duties, position or responsibilitiessolely by virtue of the Company being acquired and made part of a larger entityshall not constitute a “Good Reason”; (b) without the Covered Employee’sexpress written consent, a substantial reduction, without good businessreasons, of the facilities and perquisites (including office space andlocation) available to the Covered Employee immediately prior to suchreduction; (c) a reduction by the Company of the Covered Employee’s base salaryas in effect immediately prior to such reduction; (d) a material reduction bythe Company in the kind or level of employee benefits to which the CoveredEmployee is entitled immediately prior to such reduction with the result thatthe Covered Employee’s overall benefits package is significantly reduced; or(e) without the Covered Employee’s express written consent, the relocation ofthe Covered Employee to a facility or location more than fifty (50) miles fromhis or her current location.

## 2.14         “**Involuntary****Termination**” means a termination of employment of a CoveredEmployee under the circumstances described in Section 4.1 or Section 4.2.

## 2.15         “**Option**” means a right granted pursuant tothe Company’s stock option plan(s) to purchase common stock of the Companypursuant to the terms and conditions of such plan(s).

## 2.16         “**Plan**” means the UTStarcom, Inc. VicePresident Change in Control and Involuntary Termination Severance Pay Plan, asset forth in this document, and as hereafter amended from time to time.

## 2.17         “**Severance****Benefit**”means the compensation and other benefits the Covered Employee will be providedpursuant to Section 4.

## 2.18         “**Severance****Date**”means the date on which a Covered Employee experiences an InvoluntaryTermination.

# 3.             **Eligibility for SeveranceBenefit**.  An individual iseligible for the Severance Benefit under the Plan, in the amount set forth inSection 4, only if he or she is a Covered Employee on the date he or sheexperiences an Involuntary Termination and executes, and does not revoke, arelease in favor of the Company as required by Section 4.4.

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# 4.             **Severance Benefit.**

## 4.1           **Involuntary Termination Apart From a Change in Control**.  If at any time before a Change in Control orafter the Determination Period following a Change in Control, the Company (orany parent or subsidiary of the Company) terminates a Covered Employee’semployment for other than Cause, death or Disability, or the Covered Employeeterminates his or her employment with the Company for Good Reason, then,subject to the Covered Employee’s compliance with Section 4.4, the CoveredEmployee shall receive the following Severance Benefit from the Company:

### 4.1.1        **Severance Benefit**.  Each Covered Employee shall be entitled toreceive a lump sum cash payment equal to two (2) weeks of Base Pay for eachyear of service with the Company, with a minimum payment equal to six (6)months of Base Pay, payable within thirty (30) days following the InvoluntaryTermination.

### 4.1.2        **Continued Benefits**.  The Company shall pay the premiums for thecontinued coverage of each Covered Employee (and any eligible dependents) underthe Company’s medical, dental and vision plans at the same level of coverage ineffect on the Severance Date until the earlier of (a) six (6) months (providedthe Covered Employee validly elects to continue coverage under the ConsolidatedOmnibus Budget Reconciliation Act (“COBRA”)), or (b) the date upon which theCovered Employee and the Covered Employee’s eligible dependents become coveredunder similar plans.

### 4.1.3        **Accelerated Vesting of Equity Awards**.  Each Covered Employee shall not receive anyaccelerated vesting on his or her outstanding and unvested equity compensationawards.  The period over which eachCovered Employee shall be permitted to exercise his or her vested equity awards(including awards that vest as a result of the Plan) shall be as follows: (a)with respect to equity compensation awards outstanding as of the EffectiveDate, or if later, the date a Covered Employee becomes a participant in thePlan, such awards shall remain exercisable until the latest of (i) thefifteenth (15th) day of the third month following the date at which any suchequity award would have otherwise terminated, (ii) December 31 of the yearduring which any such equity award would have otherwise terminated, or (iii)such longer period of time (not to exceed twelve (12) months from the date oftermination) that would be permissible under Section 409A of the InternalRevenue Code of 1986, as amended (the “Code”) and any temporary, proposed orfinal Treasury Regulations and guidance promulgated thereunder so that theextension of the post-termination exercise period would not be considered amodification (as determined under Section 409A of the Code) of such equityawards; and (b) with respect to equity awards granted to the Covered Employeeafter the Effective Date, or if later, the date a Covered Employee becomes aparticipant in the Plan,  such awardsshall remain exercisable for twelve (12) months from the date of termination.

## 4.2           **Involuntary Termination Following a Change in Control**.  If at any time within the DeterminationPeriod following a Change in Control, the Company (or any parent or subsidiaryof the Company) terminates a Covered Employee’s employment for other thanCause, death or Disability, or the Covered Employee terminates his or heremployment with the Company 

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## for GoodReason, then, subject to the Covered Employee’s compliance with Section 4.4,the Covered Employee shall receive the following Severance Benefit from theCompany:

### 4.2.1        **Severance Benefit**.  Each Covered Employee shall be entitled toreceive a lump sum cash payment equal to (a) one (1) year of Base Pay and (b)one hundred percent (100%) of his or her target bonus for the year of theInvoluntary Termination, payable within thirty (30) days following theInvoluntary Termination.

### 4.2.2        **Continued Benefits**.  The Company shall pay the premiums for thecontinued coverage of each Covered Employee (and any eligible dependents) underthe Company’s medical, dental and vision plans at the same level of coverage ineffect on the Severance Date until the earlier of (a) twelve (12) months(provided the Covered Employee validly elects to continue coverage underCOBRA), or (b) the date upon which the Covered Employee and the CoveredEmployee’s eligible dependents become covered under similar plans

### 4.2.3        **Accelerated Vesting of Equity Awards**.  Each Covered Employee shall fully vest inand, if applicable, have the right to exercise, all of his or her outstandingand unvested equity compensation awards. The period over which each Covered Employee shall be permitted toexercise his or her vested equity awards (including awards that vest as aresult of the Plan) shall be as follows: (a) with respect to equitycompensation awards outstanding as of the Effective Date, or if later, the datea Covered Employee becomes a participant in the Plan, such awards shall remainexercisable until the latest of (i) the fifteenth (15th) day of the third monthfollowing the date at which any such equity award would have otherwiseterminated, (ii) December 31 of the year during which any such equity awardwould have otherwise terminated, or (iii) such longer period of time (not toexceed twelve (12) months from the date of termination) that would bepermissible under Section 409A of the Code and any temporary, proposed or finalTreasury Regulations and guidance promulgated thereunder so that the extensionof the post-termination exercise period would not be considered a modification(as determined under Section 409A of the Code) of such equity awards; and (b)with respect to equity awards granted to the Covered Employee after theEffective Date, or if later, the date a Covered Employee becomes a participantin the Plan, such awards shall remain exercisable for twelve (12) months fromthe date of termination.

## 4.3           **Parachute****Payments**.  In the event that the severance and otherbenefits provided for in this Plan or otherwise payable or provided to theCovered Employee (i) constitute “parachute payments” within the meaning ofSection 280G of the Code and (ii) but for this Section 4.3, would be subject tothe excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then theEmployee’s severance benefits hereunder Section 4 shall be either

#### (a)           delivered in full,or

#### (b)           delivered as to suchlesser extent which would result in no portion of such severance benefits beingsubject to the Excise Tax,

whichever of theforegoing amounts, taking into account the applicable federal, state and localincome taxes and the Excise Tax, results in the receipt by the Covered Employeeon an after-tax basis of the greatest amount of severance benefits,notwithstanding that all or some portion of such 

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severance benefits may betaxable under Section 4999 of the Code. Unless the Company and the Covered Employee otherwise agree in writing,any determination required under this Section 4.3 shall be made in writing ingood faith by the accounting firm serving as the Company’s independent public accountantsimmediately prior to the Change of Control (the “Accountants”).  In the event of a reduction in benefitshereunder, the Covered Employee shall be given the choice of which benefits toreduce.  For purposes of making thecalculations required by this Section 4.3, the Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of Sections280G and 4999 of the Code.  The Companyand the Covered Employee shall furnish to the Accountants such information anddocuments as the Accountants may reasonably request in order to make adetermination under this Section.  TheCompany shall bear all costs the Accountants may reasonably incur in connectionwith any calculations contemplated by this Section 4.3.

## 4.4           **Release and Non-Disparagement Agreement**.  As a condition to receiving SeveranceBenefits under this Plan, each Covered Employee will be required to sign awaiver and release of all claims arising out of his or her InvoluntaryTermination and employment with the Company and its subsidiaries and affiliatesand an agreement not to disparage the Company, its directors, or its executiveofficers, in a form reasonably satisfactory to the Company.  No Severance Benefits will be paid orprovided until the waiver and release agreement becomes effective.

## 4.5           **Vacation Days**.  Any unused vacation pay accrued as of aCovered Employee’s date of Involuntary Termination will be paid at the time theCovered Employee receives his or her Severance Benefit.  No Covered Employee may use any accrued butunused vacation pay to extend his or her Involuntary Termination date.

# 5.             **Termination of Benefits**.  Benefits under this Plan shall terminateimmediately for a Covered Employee if such Covered Employee, at any time,violates any proprietary information or confidentiality obligation to theCompany or the terms of any applicable non-competition agreement with theCompany.

# 6.             **Non-Duplication ofBenefits**.  Notwithstanding anyother provision in the Plan to the contrary, the Severance Benefits providedhereunder shall be in lieu of any other severance and/or retention planbenefits and the Severance Benefits provided hereunder shall be reduced by anyseverance paid or provided to a Covered Employee under any other plan orarrangement.

# 7.             **Withholding**.  The Company will withhold from any SeveranceBenefit all federal, state, local and other taxes required to be withheldtherefrom and any other required payroll deductions.

# 8.             **Administration**.  The Company is the administrator of the Plan(within the meaning of section 3(16)(A) of ERISA).  The Plan will be administered and interpretedby the Administrator (in his or her sole discretion).  The Administrator is the “named fiduciary” ofthe Plan for purposes of ERISA and will be subject to the fiduciary standardsof ERISA when acting in such capacity. Any decision made or other action taken by the Administrator withrespect to the Plan, and any interpretation by the Administrator of any term orcondition of the Plan, or any related document, will be conclusive and bindingon all persons and be given the maximum possible deference allowed 

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# bylaw.  The Administrator has the authorityto act for the Company (in a non-fiduciary capacity) as to any matterpertaining to the Plan; provided, however, that this authority does not applywith respect to (a) the Company’s power to amend or terminate the Plan or (b)any action that could reasonably be expected to increase significantly the costof the Plan is subject to the prior approval of the senior officer of theCompany.  The Administrator may delegatein writing to any other person all or any portion of his or her authority orresponsibility with respect to the Plan.

#  

# 9.             **Eligibility to Participate**.  The Administrator will not be excluded fromparticipating in the Plan if otherwise eligible, but he or she is not entitledto act or pass upon any matters pertaining specifically to his or her ownbenefit or eligibility under the Plan. The senior officer of UTStarcom, Inc. will act upon any matterspertaining specifically to the benefit or eligibility of the Administratorunder the Plan.

# 10.           **Amendment or Termination**.  The Company reserves the right to amend,modify or terminate the Plan at any time, without advance notice to any CoveredEmployee; provided, however, that, commencing on the date of a Change inControl, no amendment or termination of the Plan shall reduce the SeveranceBenefit payable to any Covered Employee (unless the affected Covered Employeeconsents to such amendment or termination). Any action of the Company in amending or terminating the Plan will betaken in a non-fiduciary capacity.

# 11.           **Code Section 409A**.

## 11.1         **Amendment**. Notwithstanding anything in this Plan to the contrary, the Companyreserves the authority to amend the Plan as it deems necessary or desirable,and without the consent of any Covered Employee or without providing anyadvance notice of any such amendment, in order to ensure the Plan complies withSection 409A of the Code and any regulations and other guidance issuedthereunder.

## 11.2         **Distributions**.  In the event that the Administratordetermines that Section 409 A of the Code, or its regulations and otherguidance issued thereunder, would require the delay in the payment of anySeverance Benefits to a Covered Employee who would be considered a “SpecifiedEmployee” (as defined below), the Administrator will, irrespective of anyelection to the contrary or any other term of the Plan, delay the payment ofSeverance Benefits until the date which is at least six (6) months after thedate of the Covered Employee’s Involuntary Termination.  For the purposes of this Section 11.2, theterm “Specified Employee” means any Covered Employee who would be considered a “SpecifiedEmployee” as that term is defined in Section 409A(a)(2)(B)(i) of the Code.

# 12.           **Claims Procedure**.  Any employee or other person who believes heor she is entitled to any payment under the Plan may submit a claim in writingto the Administrator.  If the claim isdenied (in full or in part), the claimant will be provided a written noticeexplaining the specific reasons for the denial and referring to the provisionsof the Plan on which the denial is based. The notice will also describe any additional information needed tosupport the claim and the Plan’s procedures for appealing the denial.  The denial notice will be provided within 90days after the claim is received.  Ifspecial circumstances require an extension of time (up to 90 days), writtennotice of the extension will be given within the initial 90-day period.  This notice of extension will 

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# indicate the special circumstances requiring theextension of time and the date by which the Administrator expects to render itsdecision on the claim.

# 13.           **Appeal Procedure**.  If the claimant’s claim is denied, theclaimant (or his or her authorized representative) may apply in writing to theAdministrator for a review of the decision denying the claim.  Review must be requested within 60 daysfollowing the date the claimant received the written notice of their claimdenial or else the claimant loses the right to review.  The claimant (or representative) then has theright to review and obtain copies of all documents and other informationrelevant to the claim, upon request and at no charge, and to submit issues andcomments in writing.  The Administratorwill provide written notice of his or her decision on review within 60 daysafter it receives a review request.  Ifadditional time (up to 60 days) is needed to review the request, the claimant(or representative) will be given written notice of the reason for thedelay.  This notice of extension willindicate the special circumstances requiring the extension of time and the dateby which the Administrator expects to render its decision.  If the claim is denied (in full or in part),the claimant will be provided a written notice explaining the specific reasonsfor the denial and referring to the provisions of the Plan on which the denialis based.  The notice shall also includea statement that the claimant will be provided, upon request and free ofcharge, reasonable access to, and copies of, all documents and otherinformation relevant to the claim and a statement regarding the claimant’sright to bring an action under Section 502(a) of ERISA.

# 14.           **Source of Payments**.  All Severance Benefits will be paid in cashfrom the general funds of the Company; no separate fund will be establishedunder the Plan; and the Plan will have no assets.  No right of any person to receive any paymentunder the Plan will be any greater than the right of any other generalunsecured creditor of the Company.

# 15.           **Inalienability**.  In no event may any current or formeremployee of the Company or any of its subsidiaries or affiliates sell,transfer, anticipate, assign or otherwise dispose of any right or interestunder the Plan.  At no time will any suchright or interest be subject to the claims of creditors nor liable toattachment, execution or other legal process.

# 16.           **No Enlargement ofEmployment Rights**.  Neitherthe establishment or maintenance of the Plan, any amendment of the Plan, northe making of any benefit payment hereunder, will be construed to confer uponany individual any right to be continued as an employee of the Company.  The Company expressly reserves the right todischarge any of its employees at any time, with or without cause.

# 17.           **Applicable Law**.  The provisions of the Plan will be construed,administered and enforced in accordance with ERISA and, to the extentapplicable, the laws of the State of California.

# 18.           **Severability**.  If any provision of the Plan is held invalidor unenforceable, its invalidity or unenforceability will not affect any otherprovision of the Plan, and the Plan will be construed and enforced as if suchprovision had not been included.

# 19.           **Headings**.  Headings in this Plan document are forpurposes of reference only and will not limit or otherwise affect the meaninghereof.

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# 20.           **Indemnification**.  The Company hereby agrees to indemnify andhold harmless the officers and employees of the Company, and the members of itsboards of directors, from all losses, claims, costs or other liabilitiesarising from their acts or omissions in connection with the administration,amendment or termination of the Plan, to the maximum extent permitted byapplicable law.  This indemnity willcover all such liabilities, including judgments, settlements and costs ofdefense.  The Company will provide thisindemnity from its own funds to the extent that insurance does not cover suchliabilities.  This indemnity is inaddition to and not in lieu of any other indemnity provided to such person bythe Company

# 21.           **Additional Information**.

 
| **Plan Name:**                          |       | UTStarcom, Inc. Vice President Change in Control  and Involuntary Termination Severance Pay Plan      |
|-----------------------------------------|------------|-------------------------------------------------------------------------------------------------------|
| ** **                              |       |                                                                                                  |
| **Plan Sponsor:**                       |       | UTStarcom, Inc.  1275 Harbor Bay Parkway  Alameda, CA 94502                                           |
| ** **                              |       |                                                                                                  |
| **Identification Numbers:**             | ** ** | **EIN:**52-1782500**PLAN:**[_________]                                                                |
| ** **                              | ** ** | ** **                                                                                            |
| **Plan Year:**                          |       | Calendar year                                                                                         |
| ** **                              |       |                                                                                                  |
| **Plan Administrator:**                 |       | UTStarcom, Inc.*Attention:*Vice President, Human  Resources  1275 Harbor Bay ParkwayAlameda, CA 94502 |
| ** **                              |       |                                                                                                  |
| ** **                              |       | (510) 864-8800                                                                                        |
| ** **                              |       |                                                                                                  |
| **Agent for Service of Legal Process:** |       | UTStarcom, Inc.*Attention:* General Counsel  1275 Harbor Bay Parkway  Alameda, CA 94502               |
| ** **                              |       |                                                                                                  |
| ** **                              |       | (510) 864-8800                                                                                        |
| ** **                              |       |                                                                                                  |
| ** **                              |       | Service of process may also be made upon the Plan  Administrator.                                     |
| ** **                              |       | * *                                                                                              |
| **Type of Plan:**                       |       | Bonus Plan/Severance Plan/Employee Welfare  Benefit Plan                                              |
| ** **                              |       |                                                                                                  |
| **Plan Costs:**                         |       | The cost of the Plan is paid by the Employer.                                                         |

#  

# 22.           **Statement of ERISA Rights**.

As a CoveredEmployee under the Plan, you have certain rights and protections under ERISA:

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#### (a)           You may examine(without charge) all Plan documents, including any amendments and copies of alldocuments filed with the U.S. Department of Labor, such as the Plan’s annualreport (IRS Form 5500).  These documentsare available for your review in the Company’s Human Resources Department.

#### (b)           You may obtaincopies of all Plan documents and other Plan information upon written request tothe Plan Administrator.  A reasonablecharge may be made for such copies.

In addition tocreating rights for Covered Employees, ERISA imposes duties upon the people whoare responsible for the operation of the Plan. The people who operate the Plan (called “fiduciaries”) have a duty to doso prudently and in the interests of you and the other Covered Employees.  No one, including the Company or any otherperson, may fire you or otherwise discriminate against you in any way toprevent you from obtaining a benefit under the Plan or exercising your rightsunder ERISA.  If your claim for aseverance benefit is denied, in whole or in part, you must receive a writtenexplanation of the reason for the denial. You have the right to have the denial of your claim reviewed.  (The claim review procedure is explained inSections 12 and 13 above.)

Under ERISA, thereare steps you can take to enforce the above rights For instance, if you requestmaterials and do not receive them within 30 days, you may file suit in afederal court.  In such a case, the courtmay require the Plan Administrator to provide the materials and to pay you upto $110 a day until you receive the materials, unless the materials were notsent because of reasons beyond the control of the Plan Administrator.  If you have a claim which is denied orignored, in whole or in part, you may file suit in a state or federalcourt.  If it should happen that you arediscriminated against for asserting your rights, you may seek assistance fromthe U.S. Department of Labor, or you may file suit in a federal court.

In any case, thecourt will decide who will pay court costs and legal fees.  If you are successful, the court may orderthe person you have sued to pay these costs and fees.  If you lose, the court may order you to paythese costs and fees, for example, if it finds that your claim is frivolous.

If you have anyquestions regarding the Plan, please contact the Plan Administrator.  If you have any questions about thisstatement or about your rights under ERISA, you may contact the nearest areaoffice of the Employee Benefits Security Administration (formerly the Pensionand Welfare Benefits Administration), U.S. Department of Labor, listed in yourtelephone directory, or the Division of Technical Assistance and Inquiries,Employee Benefits Security Administration, U.S. Department of Labor, 200Constitution Avenue, N.W. Washington, D.C. 20210.  You may also obtain certain publicationsabout your rights and responsibilities under ERISA by calling the publicationshotline of the Employee Benefits Security Administration.

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# 23.           **Execution**.

*InWitness Whereof*, the Company, by its duly authorized officer,has executed this Plan on the date indicated below.
|        | UTStarcom, Inc. |   |
|--------|-----------------|--------|
|   |            |   |   |   |
|   | By:             |   | /s/ Francis Barton |   |
|   |            |   |   |   |
|   | Title:          |   | Executive VP, CFO |
|   |            |   |   |   |
|   | Date:           |   | July 28, 2006 |   |
|        |                 |        |  |  |  |  |

 

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**ACKNOWLEDGMENT OF RECEIPTOF**

**VICE PRESIDENT CHANGE INCONTROL AND INVOLUNTARY**

**TERMINATION SEVERANCE PAYPLAN**

 

I acknowledge thatI have received and read the Company’s ***Vice President Change inControl and Involuntary Termination Severance Pay Plan***.

 
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