**EXHIBIT10.7**

 

December 19, 2005

*(Delivery by E-Mail and OvernightCourier)*

Mark Green[address]

Dear Mark:

I am pleased to confirm UTStarcom’s job offer to youfor the position of **Vice President, HumanResources,** with a starting date of January 16, 2006.  This position reports directly to Hong LiangLu, Chief Executive Officer, and is located at the Company’s headquarters inAlameda, California.

The key elements of this employment offer are asfollows:

**Salary**: Your gross annual salaryis **$290,000**.  Paydays are on the 15th and the last day ofeach month.  Direct deposit is available.

**Signing Bonus**: You will be paida gross signing bonus amount of **$50,000**,payable upon commencement of your employment with the Company.

**Share Purchase Rights**: You willbe granted UTStarcom 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 $0.000125 within 30 days of the date ofthis offer letter.  These SPRs will bevested in four years from the grant date: 25% of the SPRs will be vested afterone year from the date of grant, 25% after two years, 25% after three years,and 25% after four years from the date of grant.

**Annual Bonus**: For calendar year2006, you will be eligible for a total gross cash bonus amount of up to 50% ofyour annual gross salary.  Your totalaggregate bonus will be based upon completion of mutually agreed upon performanceobjectives as determined by you and Hong Liang Lu, and would be paid inFebruary 2007.

**Change of Control Agreement**: Youwill be offered a change in control agreement between yourself and the Company,which shall provide that if you are not offered an equivalent positionfollowing a change in control, the Company will provide you with 12 months ofyour base salary and target bonus, as well as 12 months of accelerated vesting.

**Other Benefits**: Please findenclosed further information regarding UTStarcom’s health, dental, financialand retirement benefits.  Most benefitsallow for eligibility upon your first day of service with the Company.

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Please be prepared to provide proof of eligibility foremployment in the United States on your first day of work, in compliance withthe Immigration Reform and Control Act (Form I-9).  Additionally, this offer of employment iscontingent upon completion of both personal reference verifications, and acriminal background check.  UTStarcomreserves the right to withdraw its offer of employment to you if the results ofthe reference verifications and/or the criminal background check are notsatisfactory, in the sole judgment of UTStarcom.

As an employee of the Company, you will be expected toabide by Company rules and regulations. You will be expected to sign and comply with an agreement, whichrequires, among other provisions, the nondisclosure of proprietaryinformation.  While we hope youremployment relationship with UTStarcom will be both long and mutually rewarding,please note that this offer letter, which supersedes any other offers ofemployment, is not a promise of employment for any period of time.  You or UTStarcom may end your employment atany time, with or without notice or cause.

We are pleased that you have chosen to become part ofthe UTStarcom team, and wish you the very best as you begin your employmentwith UTStarcom.  If you have questionsabout UTStarcom, its benefit programs, of any of the information provided inthis letter, please feel free to contact me directly at 510-749-1510(or msophie@utstar.com).

Please sign one copy of this letter to indicate yourintent to accept the terms and conditions of this offer letter, and pleasereturn the signed copy to me on my personal fax at 925-426-1659.

Sincerely,

/s/ Mike SophieExecutive Vice President and Chief Operating Officer

I accept the terms and conditions of this offerletter, and I understand that it replaces those of any earlier offers ofemployment (if any).
| Signed:     |   | /s/ Mark Green     |   |   |
|-------------|--------|--------------------|--------|--------|
|        |   | Employee Signature |   |   |
|        |   |               |   |   |
| Print Name: |   | Mark Green         |   |   |
| Date:       |   | 12/22/2005         |   |   |

 

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