**EXHIBIT10.8**

 

April3, 2006

DavidKing

(Delivervia email)

Dear David:

I am pleased to confirm UTStarcom’s job offer toyou for the position of Senior Vice President, Sales and Marketing with a startdate of April 3, 2006.  This position currentlyreports directly to Hong Lu, the Company’s President and Chief ExecutiveOfficer, and will report to the Chief Operating Officer once the position hasbeen filled.

Further, as an incentive offer of employment,the contents shown here reflect the basic terms, compensation and benefits tobe offered to you as a UTStarcom employee, and is an invitation to enter into asubsequent, formalized employment relationship with UTStarcom.  If you choose to accept this indicative offerof employment, the terms, compensation and benefits contained here shall beincorporated in a final employment letter which will be consistent with theapplicable laws and regulations of the country in which you work.  This final employment letter shall be offeredto you by no later than one month after your start date.  This offer of employment is contingent uponcompletion of a satisfactory reference check. UTStarcom reserves the right to withdraw its offer of employment to youif the results of the reference check are not satisfactory, in the solejudgment of UTStarcom.

The key elements of this employment offer are asfollows:

**1)****            ****Salary**: Your gross annual salary is **£194,079.00.**  Paydays are on the last day of each month bycredit transfer.  In due course we willask that you provide your bank details to facilitate your pay credit transfer.

**2)****            ****Commission**: You will be eligible to earn a gross commission of £64,127.50 (pro-ratedfor 2006) based on 100% quota attainment of bookings and collectionsquotas.  Commissions will be payablesubject to the terms and conditions of the Company’s Sales and Incentive plan.

**3)****            ****MBO Bonus**: You will be eligible for an annual bonus of up to an annual gross amountof **£64,127.50**(pro-rated for 2006) basedupon mutually agreed upon performance objectives determined by you and yourmanager, in each of the following areas: Financial, Quality, HR, Customer Expansion, Strategic Product, andBusiness Systems/Process.

**4)****            ****Options: **You will be granted UTStarcom stock options and share purchase rights, asfollows:

·                  Consistentwith the terms of both UTStarcom’s Stock Option Plans, and the relevant lawsand regulations of the Republic of Ireland, you will be granted UTStarcom stockoptions as follows: in the total amount of **50,000**stockoptions, to be granted at the Fair Market Value on the grant date.  Option shares are granted at the nextCompensation Committee Meeting following your start date.  These options will be vested in four yearsfrom the grant date: 25% of the options will be vested after one year, and theremaining shares will be vested at 1/36th per month thereafter.

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·                  SharePurchase Rights:  You will be grantedUTStarcom share purchase rights (SPRs) in the total amount of **50,000**shares, with the opportunity for you to exercisethese rights at a per share price of $0.00125. These SPRs will be vested in four years from the grant date:  25% of the SPRs will be vested after one yearfrom the date of grant, 25% after two years, 25% after three years, and 25%after four years from the date of grant.

**5)****            ****Benefits**:

·                  Taxationequalization services as provided by Deloitte & Touche, these services willbe effective January 2006

·                  Medical andDental Plan will be covered under Aetna Global

**6)****            ****Expense Reimbursement**: Consistent with its expense reimbursementpolicies, UTStarcom shall reimburse expenses necessarily incurred in theperformance of your duties.  All claimsfor expense reimbursement must be approved by your supervisor.  Further information regarding UTStarcom’sexpense reimbursement policies shall be sent to you in due course.

**7)****            ****Relocation Assistance: **You areeligible for relocation assistance under UTStarcom’s relocation program toinclude temporary housing administered by Cendant Mobility and visaassistance.  If you voluntarily cancel yourmove or resign within one year of your effective date, all relocation paymentswill cease and you will be required to repay all the expenses incurred byUTStarcom for your relocation per the attached Relocation Repayment Agreement.

**8)****            ****Change in Control Agreement: **You will beoffered a change in control agreement to be entered into between yourself andthe Company, which will provide for the accelerated vesting of any unvestedstock options and SPRs in the event of a “Change in Control,” as so defined withinthe agreement.

**Payroll Administration: **Your payroll and benefits shall becentrally administered via UTStarcom Ireland Ltd, located in Dublin,Ireland.  As such, you will be officiallyemployed by UTStarcom Ireland.  However,UTStarcom shall abide by all relevant labor and employment laws and regulationsthat are applicable within your country of service.

**9)****            ****Termination**: Notice of termination of employment isdetermined by the Minimum Notice and Terms of Employment Act of 1973.  One month’s notice on either side applies tothis contract.  Normal retirement age iswhen you reach your 65th birthday on which day this contractautomatically expires.

**10)****     ****Dismissal**: In keeping with the relevant provisionsof the Unfair Dismissals Act of 1977, you are advised of the followingprocedure:

-                                A fullinvestigation will be carried out by UTStarcom. You may be suspended with pay pending this investigation, or without payas a disciplinary result of the outcome of this investigation.

-                                You will beinformed of the reasons for the proposed dismissal and you will have the rightto state your case. You may be accompanied by a fellow employee of your choice.

-                                You mayappeal to a higher-ranking company official if a decision to dismiss is takenat the conclusion of the above.

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**11)****     ****Safety**: It is the policy of UTStarcom to complywith the requirements of the Safety, Health and Welfare at Work Act of1989.  A Safety Statement shall be issuedin due course following the commencement of your employment.  If you should become aware of anything, whichcould be considered unsafe for yourself, colleagues or customers, please ensureyour supervisor is advised.

**12)****     ****Confidentiality Agreement**: In duecourse, you will be required to sign a confidentiality agreement relating tothe technical and commercial matters of UTStarcom.

**EU Privacy Notificationand Consent**: As an employee of UTStarcom Ireland,Ltd., please note that the company’s parent company, UTStarcom, Inc.,incorporated under Delaware law and based in Alameda, California, USA, willcollect and transfer personal data abroad regarding the personnel in UTStarcomGmbH, Ltd.  By signing this offer letterof employment, you are consenting to UTStarcom, Inc., and its subsidiariescollecting and via email exporting personal data concerning you as an employeeof UTStarcom Ireland Ltd.

We are pleased to offer you the opportunity tojoin the UTStarcom team, and wish you the very best as you begin youremployment with UTStarcom.  We requirethat the terms and conditions contained in this offer, as well as theattachments included herewith, be kept strictly confidential by you.  If you have any questions about UTStarcom’sbenefit programs, please feel free to contact me at (510) 749-1503.

Please sign this letter to indicate your intentto accept the terms and conditions of this offer return the signed copy to myconfidential fax +1-510-747-0129.  If youhave any questions or concerns, please do not hesitate to contact me.

Sincerely,

/s/ Ed Hudson

Human Resources Director

UTStarcom, Inc.

      X       I acceptthis invitation of employment by UTStarcom, and understand that the terms,compensation and benefits contained here shall be incorporated in a finalemployment letter which will be consistent with the applicable laws andregulations of the country in which I work.

_______ I reject this invitation of employmentby UTStarcom
| Signed: /s/ | David King         |   |
|-------------|--------------------|--------|
|        | Employee Signature |
|        |               |
| Print Name: | David King         |   |
| Date:       | April 3, 2006      |   |
|             |                    |        |  |  |

 

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