**Exhibit 10.2**

 

**UTSTARCOM, INC.**

**AMENDED AND RESTATED**

**EXECUTIVE INVOLUNTARY TERMINATIONSEVERANCE PAY PLAN**

 

1.**                                    ****Introduction.** The purpose of this UTStarcom, Inc. Executive InvoluntaryTermination Severance Pay Plan, as amended and restated (the “Plan”) is to provideassurances of specified severance benefits to eligible employees of the Companywhose employment is subject to being involuntarily terminated (other than forCause, death or Disability).  The Plan isintended to (a) assure that the Company will have continued dedication andobjectivity of its employees, and (b) provide the Company’s employees withan incentive to continue their employment and to motivate its employees tomaximize the value of the Company for the benefit of its stockholders.  This Plan is an “employee welfare benefitplan,” as defined in Section 3(1) of the Employee Retirement IncomeSecurity Act of 1974, as amended.  Thisdocument constitutes both the written instrument under which the Plan ismaintained and the required summary plan description for the Plan.

 

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

 

2.1**                              ****“Administrator”** means the Company, acting through itsSenior Vice President of Human Resources or any person to whom theAdministrator has delegated any authority or responsibility pursuant to Section 8,but only to the extent of such delegation.

 

2.2**                              ****“Base Pay”** means a Covered Employee’s regularstraight-time salary as in effect during the last regularly scheduled payrollperiod immediately preceding the date on which the Severance Benefit becomespayable.  Base Pay does not includepayments 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 theCovered Employee of the Covered Employee’s obligations to the Company afterthere has been delivered to the Covered Employee a written demand forperformance from the Company which describes the basis for the Company’s beliefthat the Covered Employee has not substantially performed his or her duties.

 

2.5                               **“Change in Control”** shall mean the occurrence of any of thefollowing events:

 

(a)                                  Any “person” (as such term is used inSections 13(d) and 14(d) of the Exchange Act) becomes the “beneficialowner” (as defined in Rule 13d-3 of the Exchange Act), directly orindirectly, of securities of the Company representing fifty percent (50%) ormore of the total voting power represented by the Company’s then outstandingvoting securities; or

 

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(b)                                 The consummation of the sale ordisposition by the Company of all or substantially all of the Company’s assets;or

 

(c)                                  The consummation of a merger orconsolidation of the Company, with any other corporation, other than a mergeror consolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of thesurviving entity or its parent) at least fifty percent (50%) of the totalvoting power represented by the voting securities of the Company, or suchsurviving entity or its parent outstanding immediately after such merger orconsolidation; or

 

(d)                                 A change in the composition of the Board,as a result of which fewer than a majority of the Directors are IncumbentDirectors. “Incumbent Directors” means Directors who either (A) areDirectors as of the effective date of the Plan (pursuant to Section 22),or (B) are elected, or nominated for election, to the Board with theaffirmative votes of at least a majority of those Directors whose election ornomination was not in connection with any transaction described in subsections(i), (ii) or (iii) or in connection with an actual or threatenedproxy 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 the Company who isidentified on Exhibit A to this Plan or who is designated by theAdministrator in writing from time to time as a Covered Employee.

 

2.8                               **“Director”** means a member of the Company’s Board ofDirectors.

 

2.9                               **“Disability”** means that the Covered Employee has been unable to performhis or her Company duties as the result of his or her incapacity due tophysical or mental illness, and such inability, at least twenty-six (26) weeksafter its commencement or one hundred eighty (180) days in any consecutivetwelve (12) month period, is determined to be total and permanent by aphysician selected by the Company or its insurers and acceptable to the CoveredEmployee or the Covered Employee’s legal representative (such agreement as toacceptability not to be unreasonably withheld). Termination resulting from Disability may only be effected after atleast thirty (30) days’ written notice by the Company of its intention toterminate the Covered Employee’s employment. In the event that the Covered Employee resumes the performance ofsubstantially all of his or her duties hereunder before the termination of hisor her employment becomes effective, the notice of intent to terminate willautomatically be deemed to have been revoked.

 

2.10                         **“Effective Date”** means June 20, 2006.

 

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

 

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2.12                         **“Good Reason”** means without the Covered Employee’sexpress written consent, (a) a significant reduction of the CoveredEmployee’s duties, position or responsibilities relative to the CoveredEmployee’s duties, position or responsibilities in effect immediately prior tosuch reduction, or the removal of the Covered Employee from such position,duties and responsibilities, unless the Covered Employee is provided withcomparable duties, position and responsibilities; provided, however, that thesole occurrence of the Company being acquired and made part of a larger entityshall not constitute a “Good Reason”; (b) a reduction by the Company ofthe Covered Employee’s base salary as in effect immediately prior to suchreduction; (c) a material reduction by the Company in the kind or level ofemployee compensation or benefits to which the Covered Employee is entitledimmediately prior to such reduction with the result that the Covered Employee’soverall benefits package is significantly reduced; or (d) without theCovered Employee’s express written consent, the relocation of the CoveredEmployee to a facility or location where such relocation increases the distancethe Covered Employee must travel to work by more than thirty (30) miles fromthe Covered Employee’s commute prior to the relocation; or (e) the failureof the Company to obtain the assumption of this Plan by any successor to theCompany (whether direct or indirect and whether by purchase, lease, merger,consolidation, liquidation or otherwise) to all or substantially all of theCompany’s business and/or assets.

 

2.13                         **“Involuntary Termination”** means a termination of employment of aCovered Employee under the circumstances described in Section 4.1.

 

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

 

2.15**                        ****“Plan”** means the UTStarcom, Inc.Involuntary Termination Severance Pay Plan, as set forth in this document, andas hereafter amended from time to time.

 

2.16**                        ****“Severance Benefit”** means the compensation and otherbenefits the Covered Employee will be provided pursuant to Section 4.

 

2.17                         **“Severance Date”** means the date on which a CoveredEmployee experiences an Involuntary Termination.

 

### 2.18                         **“Specified Employee”** means any Covered Employee who would beconsidered a “Specified Employee” as that term is defined in Section 409A(a)(2)(B)(i) ofthe Internal Revenue Code of 1986, as amended (the “Code”).

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3.                                     **Eligibility for Severance Benefit**. An individual is eligible for the Severance Benefit under the Plan, inthe amount set forth in Section 4, *only if* he orshe is a Covered Employee on the date he or she experiences an InvoluntaryTermination and executes, and does not revoke, a release in favor of theCompany as required by Section 4.3.

 

4.                                     **Severance Benefit.**

 

4.1                               **Involuntary Termination.** If the Company (or any parent or subsidiary of the Company) terminates aCovered Employee’s employment for other than Cause, death or Disability, or theCovered Employee terminates his or her employment with the Company for GoodReason, then, subject to the Covered Employee’s compliance with Section 4.3,the Covered Employee shall receive the following Severance Benefit from theCompany:

 

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4.1.1                        **Severance Benefit.**  Each CoveredEmployee shall be entitled to receive a lump sum cash payment equal to (a) one(1) year of Base Pay and (b) one hundred percent (100%) of his or hertarget bonus for the year of the Involuntary Termination, payable within thirty(30) days following the Involuntary Termination; provided, however, that if theCovered Employee is a Specified Employee at the time of such termination,payment shall be delayed as provided for in Section 11.3.

 

4.1.2                        **Health Benefits. **The Company shall pay to the CoveredEmployee an amount equal to twelve (12) months of the premiums forcontinuation  coverage under the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) of each Covered Employee (and any eligibledependents) under the Company’s medical, dental and vision plans at the samelevel of coverage in effect on the Severance Date, payable within thirty (30)days following the Involuntary Termination; provided, however, that if theCovered Employee is a Specified Employee at the time of such termination,payment shall be delayed as provided for in Section 11.3.

 

4.1.3                        **Accelerated Vesting of EquityAwards. **Each Covered Employee shall fully vest in and, ifapplicable, have the right to exercise, all of his or her outstanding andunvested equity compensation awards.  TheCovered Employee’s equity awards (including awards that vest as a result of thePlan) shall be exercisable until the earliest of (a) twelve (12) monthsfrom the date of termination (b) the latest date the equity award couldhave expired by its original terms under any circumstances, (c) the tenth(10th) anniversary of the original date of grant of the equity award, or (d) thedate provided for under the equity plan under which the award was granted.

 

4.2                               **Parachute Payments. **In the event that the severance and other benefitsprovided for in this Plan or otherwise payable or provided to the CoveredEmployee (i) constitute “parachute payments” within the meaning of Section 280Gof the Code and (ii) but for this Section 4.2, would be subject tothe excise tax imposed by Section 4999 of the Code (the “Excise Tax”),then the Employee’s severance benefits hereunder Section 4 shall be either

 

### (a)                                  delivered in full, or

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### (b)                                 delivered as to such lesser extent whichwould result in no portion of such severance benefits being subject to theExcise Tax, whichever of the foregoing amounts, taking into account theapplicable federal, state and local income taxes and the Excise Tax, results inthe receipt by the Covered Employee on an after-tax basis of the greatestamount of severance benefits, notwithstanding that all or some portion of suchseverance benefits may be taxable under Section 4999 of the Code.  Unless the Company and the Covered Employeeotherwise agree in writing, any determinationrequired under this Section 4.2 shall be made in writing in good faith by theaccounting 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 4.2, the Accountants may makereasonable assumptions and approximations concerning applicable taxes and mayrely on reasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Code.  The 

 

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### Company and the CoveredEmployee shall furnish to the Accountants such information and documents as theAccountants may reasonably request in order to make a determination under thisSection.  The Company shall bear allcosts the Accountants may reasonably incur in connection with any calculationscontemplated by this Section 4.2. Any reduction in payments and/or benefits required by this Section 4.2will occur in the following order: (i) reduction of cash payments; (ii) reductionof vesting acceleration of equity awards; and (iii) reduction of otherbenefits paid or provided to the Covered Employee.  In the event that acceleration of vesting ofequity awards is to be reduced, such acceleration of vesting will be cancelledin the reverse order of the date of grant for the Covered Employee’s equityawards.  If two or more equity awards aregranted on the same date, each award will be reduced on a pro-rata basis.

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### 4.3                               **Release and Non-DisparagementAgreement.**  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, provided that suchrelease is effective within sixty (60) days following the Covered Employee’stermination of employment or such shorter period specified in the release (the “ReleaseDeadline”).  If the release of claimsdoes not become effective by the Release Deadline, the Covered Employee willforfeit any rights to the Severance Benefits under this Plan.  No Severance Benefits willbe paid or provided until the waiver and release agreement becomes effective orirrevocable.

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### 4.4**                              ****Vacation Days.** Any unused vacation pay accrued as of a Covered Employee’s date ofInvoluntary Termination will be paid at the time the Covered Employee receiveshis or her Severance Benefit.  No CoveredEmployee may use any accrued but unused vacation pay to extend his or herInvoluntary Termination date.

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### 5.                                     **Termination of Benefits.** Benefits under this Plan shall terminate immediately for a CoveredEmployee if such Covered Employee, at any time, violates any proprietary informationor confidentiality obligation to the Company or the terms of any applicablenon-competition agreement with the Company.

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### 6.                                     **Non-Duplication of Benefits.** Notwithstanding any other provision in the Plan to the contrary, theSeverance Benefits provided hereunder shall be in lieu of any other severanceand/or retention plan benefits and the Severance Benefits provided hereundershall be reduced by any severance paid or provided to a Covered Employee underany other plan or arrangement.

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### 7.**                                    ****Withholding.** The Company will withhold from any Severance Benefit all federal, state,local and other taxes required to be withheld therefrom and any other requiredpayroll deductions.

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### 8.**                                    ****Administration.** The Company is the administrator of the Plan (within the meaning ofsection 3(16)(A) of ERISA).  ThePlan will be administered and interpreted by the Administrator (in his or hersole discretion).  The Administrator isthe “named fiduciary” of the Plan for purposes of ERISA and will be subject tothe fiduciary standards of ERISA when acting in such capacity.  Any decision made or other action taken bythe Administrator with respect to the Plan, and any interpretation by theAdministrator of any term or condition of the Plan, or any 

 

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### related document, will beconclusive and binding on all persons and be given the maximum possibledeference allowed by law.  TheAdministrator has the authority to act for the Company (in a non-fiduciarycapacity) as to any matter pertaining to the Plan; *provided,however,* that this authority does not apply with respect to (a) theCompany’s power to amend or terminate the Plan or (b) any action thatcould reasonably be expected to increase significantly the cost of the Plan issubject to the prior approval of the senior officer of the Company.  The Administrator may delegate in writing toany other person all or any portion of his or her authority or responsibilitywith respect to the Plan.

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### 9.**                                    ****Eligibility to Participate.** The Administrator will not be excluded from participating in the Plan ifotherwise eligible, but he or she is not entitled to act or pass upon anymatters pertaining specifically to his or her own benefit or eligibility underthe Plan.  The senior officer ofUTStarcom, Inc. will act upon any matters pertaining specifically to thebenefit or eligibility of the Administrator under the Plan.

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### 10.**                              ****Amendment or Termination.** The Company reserves the right to amend or modify the Plan at any time,without advance notice to any Covered Employee; provided, however, that noamendment or modification of the Plan shall reduce the Severance Benefitpayable to any Covered Employee (unless the affected Covered Employee consentsto such amendment or termination).  TheCompany shall obtain consent from a Covered Employee prior to terminating thePlan as to such Covered Employee’s participation in the Plan.  Any action of the Company in amending orterminating the Plan will be taken in a non-fiduciary capacity.

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

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### 11.1                         Notwithstanding anything to the contraryin this Plan, no Severance Benefits to be paid or provided to a CoveredEmployee, if any, pursuant to this Plan, when considered together with anyother severance payments or separation benefits that are considered deferredcompensation under Code Section 409A, and the final regulations and anyguidance promulgated thereunder (“Section 409A”)(together, the “Deferred CompensationSeparation Benefits”) will be paid or otherwise provided until theCovered Employee has a “separation from service” within the meaning of Section 409A.

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### 11.2                         Any Severance Benefits that would beconsidered Deferred Compensation Severance Benefits will be paid on, or, in thecase of installments, will not commence until, the sixtieth (60th) day following the Covered Employee’s separation from service, or, if later, such time as required by Section 11.3.  Any installment payments that would have beenmade to the Covered Employee during the sixty (60) day period immediatelyfollowing the Covered Employee’s separation from service but for the precedingsentence will be paid to the Covered Employee on the sixtieth (60th) dayfollowing the Covered Employee’s separation from service and the remainingpayments shall be made as provided in this Plan.

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### 11.3                         Notwithstanding anything to the contraryin this Plan, if a Covered Employee is a “specified employee” within themeaning of Section 409A at the time of the Covered Employee’s termination(other than due to death), then the DeferredCompensation Separation Benefits that are payable within the first six (6) monthsfollowing the Covered Employee’s separation from service will become payable onthe first payroll date that occurs on or after the date six (6) months andone (1) day following the date of the Covered Employee’s separation fromservice.  All subsequent DeferredCompensation Separation Benefits, if any, will 

 

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### be payable in accordancewith the payment schedule applicable to each payment or benefit.  Notwithstanding anything herein to thecontrary, if the Covered Employee dies following the Covered Employee’s separation from service, but prior to the six (6) monthanniversary of the separation from service, then any payments delayed inaccordance with this paragraph will be payable in a lump sum as soon asadministratively practicable after the date of the Covered Employee’s death andall other Deferred Compensation Separation Benefits will be payable inaccordance with the payment schedule applicable to each payment orbenefit.  Each payment and benefitpayable under this Plan is intended to constitute separate payments forpurposes of Section 1.409A-2(b)(2) of the Treasury Regulations.

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### 11.4                         Any amount paid under this Plan thatsatisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) ofthe Treasury Regulations will not constitute Deferred Compensation SeparationBenefits for purposes of Section 11.1 above.

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### 11.5                         Any amount paid under this Plan thatqualifies as a payment made as a result of an involuntary separation fromservice pursuant to Section 1.409A-1(b)(9)(iii) of the TreasuryRegulations that does not exceed the Section 409A Limit will notconstitute Deferred Compensation Separation Benefits for purposes of Section 11.1above.  For purposes of this Plan, “Section 409A Limit” will mean thelesser of two (2) times: (i) the Covered Employee’s annualizedcompensation based upon the annual rate of pay paid to the Covered Employeeduring the Company’s taxable year preceding the Company’s taxable year of theCovered Employee’s termination of employment as determined under TreasuryRegulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Serviceguidance issued with respect thereto; or (ii) the maximum amount thatmay be taken into account under a qualified plan pursuant to Section 401(a)(17)of the Code for the year in which the Covered Employee’s employment isterminated.

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### 11.6                         The foregoingprovisions are intended to comply with the requirements of Section 409A sothat none of the Severance Benefits to be provided hereunder will be subject tothe additional tax imposed under Section 409A, and any ambiguities hereinwill be interpreted to so comply. Notwithstanding anything in this Plan to the contrary, the Companyreserves the authorityto amend the Plan as it deems necessary or desirable, and without the consentof any Covered Employee or without providing any advance notice of any suchamendment, in order to ensure the Plan complies with Section 409A.

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### 12.**                              ****Claims Procedure.** Any employee or other person who believes he or she is entitled to anypayment under the Plan may submit a claim in writing to the Administrator.  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 will also describeany additional information needed to support the claim and the Plan’sprocedures for appealing the denial.  Thedenial notice will be provided within 90 days after the claim isreceived.  If special circumstancesrequire an extension of time (up to 90 days), written notice of theextension will be given within the initial 90-day period.  This notice of extension will indicate thespecial circumstances requiring the extension of time and the date by which theAdministrator expects to render its decision on the claim.

 

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### 13.**                              ****Appeal Procedure.** If the claimant’s claim is denied, the claimant (or his or herauthorized representative) may apply in writing to the Administrator for areview of the decision denying the claim. Review must be requested within 60 days following the date the claimantreceived the written notice of their claim denial or else the claimant losesthe right to review.  The claimant (orrepresentative) then has the right to review and obtain copies of all documentsand other information relevant to the claim, upon request and at no charge, andto submit issues and comments in writing. The Administrator will provide written notice of his or her decision onreview within 60 days after it receives a review request.  If additional time (up to 60 days) isneeded to review the request, the claimant (or representative) will be givenwritten notice of the reason for the delay. This notice of extension will indicate the special circumstancesrequiring the extension of time and the date by which the Administrator expectsto render its decision.  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 shall also include a statement that the claimant will beprovided, upon request and free of charge, reasonable access to, and copies of,all documents and other information relevant to the claim and a statementregarding the claimant’s right to bring an action under Section 502(a) ofERISA.

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### 14.**                              ****Source of Payments.** All Severance Benefits will be paid in cash from the general funds ofthe Company; no separate fund will be established under the Plan; and the Planwill have no assets.  No right of anyperson to receive any payment under the Plan will be any greater than the rightof any other general unsecured creditor of the Company.

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### 15.**                              ****Inalienability.** In no event may any current or former employee of the Company or any ofits subsidiaries or affiliates sell, transfer, anticipate, assign or otherwisedispose of any right or interest under the Plan.  At no time will any such right or interest besubject to the claims of creditors nor liable to attachment, execution or otherlegal process.

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### 16.**                              ****No Enlargement of EmploymentRights.**  Neither the establishment or maintenance ofthe Plan, any amendment of the Plan, nor the making of any benefit paymenthereunder, will be construed to confer upon any individual any right to becontinued as an employee of the Company. The Company expressly reserves the right to discharge any of itsemployees at any time, with or without cause.

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### 17.**                              ****Applicable Law.** The provisions of the Plan will be construed, administered and enforcedin accordance with ERISA and, to the extent applicable, the laws of the Stateof California.

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### 18.**                              ****Severability.** If any provision of the Plan is held invalid or unenforceable, itsinvalidity or unenforceability will not affect any other provision of the Plan,and the Plan will be construed and enforced as if such provision had not been included.

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### 19.**                              ****Headings.** Headings in this Plan document are for purposes of reference only andwill not limit or otherwise affect the meaning hereof.

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### 20.**                              ****Indemnification.** The Company hereby agrees to indemnify and hold harmless the officersand employees of the Company, and the members of its boards of directors, fromall losses, claims, costs or other liabilities arising from their acts oromissions in connection with the administration, amendment or termination ofthe Plan, to the maximum extent permitted by applicable law.  This indemnity will cover all suchliabilities, including judgments, settlements and costs of defense.  The Company will provide this indemnity fromits 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.

 

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### 21.**                              ****Additional Information.**

###  

| **Plan Name:**                           |       | UTStarcom, Inc. Involuntary Termination  Severance Pay Plan  |
|------------------------------------------|------------|-------------------------------------------------------------------|
|                                     |       |                                                              |
| **Plan Sponsor:**                        |       | UTStarcom, Inc.                                              |
|                                     |       | 1275 Harbor Bay  Parkway                                          |
|                                     |       | Alameda, CA  94502                                                |
|                                     |       |                                                              |
| **Identification Numbers:**              | ** ** | **EIN:** 52-1782500                                               |
|                                     |       |                                                              |
| **Plan Year:**                           |       | Calendar year                                                     |
|                                     |       |                                                              |
| **Plan Administrator:**                  |       | UTStarcom, Inc.                                              |
|                                     |       | *Attention:* Vice President, Human Resources                      |
|                                     |       | 1275 Harbor Bay  Parkway                                          |
|                                     |       | Alameda, 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 Covered Employeeunder the Plan, you have certain rights and protections under ERISA:

 

(a)                                 You may examine (without charge) all Plandocuments, including any amendments and copies of all documents filed with theU.S. Department of Labor, such as the Plan’s annual report (IRS Form 5500).  These documents are available for your reviewin the Company’s Human Resources Department.

 

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(b)                                You may obtain copies of all Plandocuments and other Plan information upon written request to the PlanAdministrator.  A reasonable charge maybe made for such copies.

 

In addition to creating rights for Covered Employees,ERISA imposes duties upon the people who are responsible for the operation ofthe Plan.  The people who operate thePlan (called “fiduciaries”) have a duty to do so prudently and in the interestsof you and the other Covered Employees. No one, including the Company or any other person, may fire you orotherwise discriminate against you in any way to prevent you from obtaining abenefit under the Plan or exercising your rights under ERISA.  If your claim for a severance benefit isdenied, in whole or in part, you must receive a written explanation of thereason for the denial.  You have theright to have the denial of your claim reviewed.  (The claim review procedure is explained inSections 12 and 13 above.)

 

Under ERISA, there are steps you can take to enforcethe above rights.  For instance, if yourequest materials and do not receive them within 30 days, you may filesuit in a federal court. In such a case, the court may require the PlanAdministrator to provide the materials and to pay you up to $110 a day untilyou receive the materials, unless the materials were not sent because ofreasons 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, the court will decide who will pay courtcosts and legal fees.  If you aresuccessful, the court may order the person you have sued to pay these costs andfees.  If you lose, the court may orderyou to pay these costs and fees, for example, if it finds that your claim isfrivolous.

 

If you have any questions regarding the Plan, pleasecontact the Plan Administrator.  If youhave any questions about this statement or about your rights under ERISA, youmay contact the nearest area office of the Employee Benefits SecurityAdministration (formerly the Pension and Welfare Benefits Administration), U.S.Department of Labor, listed in your telephone directory, or the Division ofTechnical Assistance and Inquiries, Employee Benefits Security Administration,U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C.20210.  You may also obtain certainpublications about your rights and responsibilities under ERISA by calling thepublications hotline of the Employee Benefits Security Administration.

 

23.**                              ****Execution.**

 

*In Witness Whereof*, the Company, by its duly authorized officer, hasexecuted this Plan on the date indicated below.

 
|   | UTStarcom, Inc. |
|--------|----------------------|
|   |                 |
|   |                 |
|   | By                   |   |
|   |                 |
|   | Title                |   |
|   |                 |
|   | Date                 |   |

 

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