**Exhibit 10.1**

 

**UTSTARCOM, INC.**

**AMENDED AND RESTATED**

**VICE PRESIDENT CHANGE IN CONTROLAND**

**INVOLUNTARY TERMINATION SEVERANCEPAY PLAN**

 

1.**                                       Introduction.**  The purpose of this UTStarcom, Inc. VicePresident Change in Control and Involuntary Termination Severance Pay Plan, asamended and restated (the “Plan”) is to provide assurances of specifiedseverance benefits to eligible employees of the Company whose employment issubject to being involuntarily terminated (other than for Cause, death orDisability).  The Plan is intended to (a) assurethat the Company will have continued dedication and objectivity of itsemployees, and (b) provide the Company’s employees with an incentive tocontinue their employment and to motivate its employees to maximize the valueof 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 the following terms:

 

2.1**                               “Administrator”**means the Company, acting through its Senior Vice President of Human Resourcesor any person to whom the Administrator has delegated any authority orresponsibility pursuant to Section 8, but only to the extent of suchdelegation.

 

2.2**                               “BasePay”** means a Covered Employee’s regular straight-time salary as in effectduring the last regularly scheduled payroll period immediately preceding thedate on which the Severance Benefit becomes payable.  Base Pay does not include payments forovertime, shift premium, incentive compensation, incentive payments, bonuses,commissions or other compensation.

 

2.3                               **“Board”** means the Board of Directors of the Company.

 

2.4                               **“Cause”** means (a) any act of personal dishonesty takenby the Covered Employee in connection with his or her responsibilities as anemployee which is intended to result in substantial personal enrichment of theCovered Employee, (b) a Covered Employee’s conviction of a felony whichthe Board reasonably believes has had or will have a material detrimentaleffect on the Company’s reputation or business, (c) a willful act by theCovered Employee which constitutes misconduct and is injurious to the Company,and (d) continued willful violations by the Covered Employee of theCovered Employee’s obligations to the Company after there has been delivered tothe Covered Employee a written demand for performance from the Company whichdescribes the basis for the Company’s belief that the Covered Employee has notsubstantially 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 in Sections 13(d) and 14(d) of theExchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 ofthe Exchange Act), directly or indirectly, of securities of the Companyrepresenting fifty percent (50%) or more of the total voting power representedby the Company’s then outstanding voting securities; or

 

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(b)                                 Theconsummation of the sale or disposition by the Company of all or substantiallyall of the Company’s assets; or

 

(c)                                  Theconsummation of a merger or consolidation of the Company, with any othercorporation, other than a merger or consolidation which would result in thevoting securities of the Company outstanding immediately prior theretocontinuing to represent (either by remaining outstanding or by being convertedinto voting securities of the surviving entity or its parent) at least fiftypercent (50%) of the total voting power represented by the voting securities ofthe Company, or such surviving entity or its parent outstanding immediatelyafter such merger or consolidation; or

 

(d)                                 Achange in the composition of the Board, as a result of which fewer than amajority of the Directors are Incumbent Directors. “Incumbent Directors” meansDirectors who either (A) are Directors as of the effective date of thePlan (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 inconnection with an actual or threatened proxy contest relating to the electionof Directors.

 

2.6**                               “Company”**means UTStarcom, Inc., a Delaware corporation, and any successor bymerger, acquisition, consolidation or otherwise that assumes the obligations ofthe Company under the Plan.

 

2.7**                               “CoveredEmployee”** means an employee of the Company who is identified on Exhibit Ato this Plan or who is designated by the Administrator in writing from time totime as a Covered Employee.

 

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

 

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

 

2.10                         **“Disability”** means that the CoveredEmployee has been unable to perform his or her Company duties as the result ofhis or her incapacity due to physical or mental illness, and such inability, atleast twenty-six (26) weeks after its commencement or one hundred eighty (180)days in 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 Employee resumesthe performance of substantially all of his or her duties hereunder before thetermination of his or her employment becomes effective, the notice of intent toterminate will automatically be deemed to have been revoked.

 

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

 

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2.12                           **“ERISA”** means the Employee Retirement Income Security Act of1974, as amended.

 

2.13                           **“Good Reason”** means, without the Covered Employee’s expresswritten consent, (a) a significant reduction of the Covered Employee’sduties, position or responsibilities relative to the Covered Employee’s duties,position or responsibilities in effect immediately prior to such reduction, orthe removal of the Covered Employee from such position, duties andresponsibilities, unless the Covered Employee is provided with comparableduties, position and responsibilities; provided, however, that the soleoccurrence of the Company being acquired and made part of a larger entity shallnot constitute a “Good Reason”; (b) a reduction by the Company of theCovered 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; (d) the relocation ofthe Covered Employee to a facility or location where such relocation increasesthe distance the Covered Employee must travel to work by more than thirty (30)miles from the Covered Employee’s commute prior to the relocation; or (e) thefailure of the Company to obtain the assumption of this Plan by any successorto the Company (whether direct or indirect and whether by purchase, lease,merger, consolidation, liquidation or otherwise) to all or substantially all ofthe Company’s business and/or assets.

 

2.14                           **“Involuntary Termination”** means a termination of employmentof a Covered Employee under the circumstances described in Section 4.1 or Section 4.2.

 

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

 

2.16**                           “Plan”** means theUTStarcom, Inc. Vice President Change in Control and InvoluntaryTermination Severance Pay Plan, as set forth in this document, and as hereafteramended 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 Employeeexperiences an Involuntary Termination.

 

2.19                           **“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”).

 

3.                                     **Eligibility for Severance Benefit**.  An individual is eligible for the SeveranceBenefit under the Plan, in the amount set forth in Section 4, *only if* he or she is a Covered Employee on the date he orshe experiences 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 inControl.**  If at any timebefore a Change in Control or after the Determination Period following a Changein Control, the Company (or any parent or subsidiary of the Company) terminatesa Covered Employee’s employment for other than Cause, death or Disability, orthe Covered Employee terminates his or her employment with the Company 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:

 

4.1.1                        **Severance Benefit.** Each Covered Employee shall be entitled to receive a lump sum cashpayment equal to two (2) weeks of Base Pay for each year of service withthe Company, with a minimum payment equal to six (6) months of Base Pay,payable within thirty (30) days following the Involuntary Termination;provided, however, that if the Covered Employee is a Specified Employee at thetime 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 six (6) months of the premiums forcontinuation coverage under the Consolidated Omnibus Budget Reconciliation Actof 1985, as amended  (“COBRA”) for the  Covered Employee (and anyeligible dependents) under the Company’s medical, dental and vision plans atthe same level of coverage in effect on the Severance Date, payable in a lumpwithin thirty (30) days following the Involuntary Termination, provided,however, that if the Covered Employee is a Specified Employee at the time ofsuch termination, payment shall be delayed as provided for in Section 11.3.

 

4.1.3 **  Accelerated Vesting of EquityAwards. **Each Covered Employeeshall not receive any accelerated vesting on his or her outstanding andunvested equity compensation awards.  The Covered Employee’s equityawards  shall be exercisable until the earliest of (a) twelve (12)months from the Employee’s date of termination, (b) the latest date theequity award could have expired by its original terms under any circumstances, (c) thetenth (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                               **Involuntary Termination Following a Change in Control.** If at any time within the Determination Period following a Change inControl, 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 4.4,the Covered Employee shall receive the following Severance Benefit from theCompany:

 

4.2.1                        **Severance Benefit.** Each Covered Employee shall be entitled to receive a lump sum cashpayment equal to (a) one (1) year of Base Pay and (b) onehundred percent (100%) of his or her target bonus for the year of theInvoluntary Termination, payable within thirty (30) days following theInvoluntary Termination; provided, however, that if the Covered Employee is aSpecified Employee at the time of such termination, payment shall be delayed asprovided for in Section 11.3.

 

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4.2.2                        **Health Benefits. **The Company shall pay to the Covered Employeean amount equal to twelve (12) months of the premiums for continuation coverageunder COBRA of each Covered Employee (and any eligible dependents) under theCompany’s medical, dental and vision plans at the same level of coverage ineffect on the Severance Date, payable in a lump sum within thirty (30) daysfollowing the Involuntary Termination; provided, however, that if the CoveredEmployee is a Specified Employee at the time of such termination, payment shallbe delayed as provided for in Section 11.3.

 

4.2.3                        **Accelerated Vesting of Equity Awards. **Each Covered Employeeshall fully vest in and, if applicable, have the right to exercise, all of hisor her outstanding and unvested equity compensation awards.  The CoveredEmployee’s equity awards (including awards that vest as a result of the Plan)shall be exercisable until the earliest of: (a) twelve (12) months from theEmployee’s 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.

 

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

 

### (a)                                  deliveredin full, or

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### (b)                                 deliveredas to such lesser extent which would result in no portion of such severancebenefits being subject to the Excise Tax, whichever of the foregoing amounts,taking into account the applicable federal, state and local income taxes and theExcise Tax, results in the receipt by the Covered Employee on an after-taxbasis of the greatest amount of severance benefits, notwithstanding that all orsome portion of such severance benefits may be taxable under Section 4999of the Code.  Unless the Company and theCovered Employee otherwise agree in writing, any determination required under this Section 4.3shall be made in writing in good faith by the accounting firm serving as theCompany’s independent public accountants immediately prior to the Change ofControl (the “Accountants”).  In theevent of a reduction in benefits hereunder, the Covered Employee shall be giventhe choice of which benefits to reduce. For purposes of making the calculations required by this Section 4.3,the Accountants may make reasonable assumptions and approximations concerningapplicable taxes and may rely on reasonable, good faith interpretationsconcerning the application of Sections 280G and 4999 of the Code.  The Company and the Covered Employee shallfurnish to the Accountants such information and documents as the Accountantsmay 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 4.3. Any reduction in payments and/or benefits required by this Section 4.3will 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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### 4.4                                 **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, 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.  NoSeverance Benefits will be paid or provided until the waiver and releaseagreement becomes effective or irrevocable.

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### 4.5**                                 VacationDays.**  Any unused vacation payaccrued as of a Covered Employee’s date of Involuntary Termination will be paidat the time the Covered 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.

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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 proprietaryinformation or confidentiality obligation to the Company or the terms of anyapplicable non-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 SeveranceBenefit all federal, state, local and other taxes required to be withheldtherefrom and any other required payroll deductions.

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### 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 by law.  The Administrator has the authority to actfor the Company (in a non-fiduciary capacity) as to any matter pertaining tothe Plan; *provided, however,* that this authoritydoes not apply with respect to (a) the Company’s power to amend orterminate the Plan or (b) any action that could reasonably be expected toincrease significantly the cost of the Plan is subject to the prior approval ofthe senior officer of the Company.  TheAdministrator may delegate in writing to any other person all or any portion ofhis or her authority or responsibility with respect to the Plan.

 

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### 9.**                                     Eligibilityto Participate.**  The Administratorwill not be excluded from participating in the Plan if otherwise eligible, buthe or she is not entitled to act or pass upon any matters pertainingspecifically to his or her own benefit or eligibility under the Plan.  The senior officer of UTStarcom, Inc.will act upon any matters pertaining specifically to the benefit or eligibilityof the Administrator under the Plan.

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### 10.**                               Amendmentor Termination.**  The Company reservesthe right to amend or modify the Plan at any time, without advance notice toany Covered Employee; provided, however, that no amendment or modification ofthe Plan shall reduce the Severance Benefit payable to any Covered Employee(unless the affected Covered Employee consents to such amendment or termination).  The Company shall obtain consent from aCovered Employee prior to terminating the Plan as to such Covered Employee’sparticipation in the Plan.  Any action ofthe Company in amending or terminating the Plan will be taken in anon-fiduciary capacity.

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

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### 11.1                           Notwithstandinganything to the contrary in this Plan, no Severance Benefits to be paid orprovided to a Covered Employee, if any, pursuant to this Plan, when consideredtogether with any other severance payments or separation benefits that areconsidered deferred compensation under Code Section 409A, and the finalregulations and any guidance promulgated thereunder (“Section 409A”) (together, the “Deferred Compensation Separation Benefits”) will be paid orotherwise provided until the Covered Employee has a “separation from service”within the meaning of Section 409A.

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### 11.2                           AnySeverance Benefits that would be considered Deferred Compensation SeveranceBenefits will be paid on, or, in the case of installments, will not commenceuntil, the sixtieth (60th) day following theCovered Employee’s separation from service, or, if later,such time as required by Section 11.3. Any installment payments that would have been made to the CoveredEmployee during the sixty (60) day period immediately following the CoveredEmployee’s separation from service but for the preceding sentence will be paidto the Covered Employee on the sixtieth (60th) day following the CoveredEmployee’s separation from service and the remaining payments shall be made asprovided in this Plan.

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### 11.3                           Notwithstandinganything to the contrary in this Plan, if a Covered Employee is a “specifiedemployee” within the meaning of Section 409A at the time of the CoveredEmployee’s termination (other than due to death), then the Deferred Compensation Separation Benefitsthat are payable within the first six (6) months following the CoveredEmployee’s separation from service will become payable on the first payrolldate that occurs on or after the date six (6) months and one (1) dayfollowing the date of the Covered Employee’s separation from service.  All subsequent Deferred CompensationSeparation Benefits, if any, will be payable in accordance with the paymentschedule applicable to each payment or benefit. Notwithstanding anything herein to the contrary, if the Covered Employeedies following the Covered Employee’s separation fromservice, but prior to the six (6) month anniversaryof the separation from service, then any payments delayed in accordance withthis paragraph will be payable in a lump sum as soon as administrativelypracticable after the date of the Covered Employee’s death and all otherDeferred Compensation Separation Benefits will be payable in accordance withthe payment schedule applicable to each payment or benefit.  Each payment and benefit payable under thisPlan is intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) ofthe Treasury Regulations.

 

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### 11.4                           Anyamount paid under this Plan that satisfies the requirements of the “short-termdeferral” rule set forth in Section 1.409A-1(b)(4) of theTreasury Regulations will not constitute Deferred Compensation SeparationBenefits for purposes of Section 11.1 above.

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### 11.5                           Anyamount paid under this Plan that qualifies as a payment made as a result of aninvoluntary separation from service pursuant to Section 1.409A-1(b)(9)(iii) ofthe Treasury Regulations that does not exceed the Section 409A Limit willnot constitute 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 foregoing provisions are intended to complywith the requirements of Section 409A so that none of the SeveranceBenefits to be provided hereunder will be subject to the additional tax imposedunder Section 409A, and any ambiguities herein will be interpreted to socomply.  Notwithstanding anything in thisPlan to the contrary, the Company reserves the authority to amend thePlan as it deems necessary or desirable, and without the consent of any CoveredEmployee or without providing any advance notice of any such amendment, inorder to ensure the Plan complies with Section 409A.

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### 12.**                               ClaimsProcedure.**  Any employee or otherperson who believes he or she is entitled to any payment under the Plan maysubmit a claim in writing to the Administrator. If the claim is denied (in full or in part), the claimant will beprovided a written notice explaining the specific reasons for the denial andreferring to the provisions of the Plan on which the denial is based.  The notice will also describe any additionalinformation needed to support the claim and the Plan’s procedures for appealingthe denial.  The denial notice will beprovided within 90 days after the claim is received.  If special circumstances require an extensionof time (up to 90 days), written notice of the extension will be givenwithin the initial 90-day period.  Thisnotice of extension will indicate the special circumstances requiring theextension of time and the date by which the Administrator expects to render itsdecision on the claim.

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### 13.**                               AppealProcedure.**  If the claimant’s claimis denied, the claimant (or his or her authorized representative) may apply inwriting to the Administrator for a review of the decision denying theclaim.  Review must be requested within60 days following the date the claimant received the written notice of theirclaim denial 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 within60 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

 

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### the extension of time and the date by which theAdministrator expects to render its decision. If the claim is denied (in full or in part), the claimant will beprovided a written notice explaining the specific reasons for the denial andreferring to the provisions of the Plan on which the denial is based.  The notice shall also include a statementthat the claimant will be provided, upon request and free of charge, reasonableaccess to, and copies of, all documents and other information relevant to theclaim and a statement regarding the claimant’s right to bring an action under Section 502(a) ofERISA.

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### 14.**                                 Sourceof Payments.**  All Severance Benefitswill be paid in cash from the general funds of the Company; no separate fundwill be established under 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.

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### 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.

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### 16.**                                 NoEnlargement of Employment Rights.** Neither the establishment or maintenance of the Plan, any amendment ofthe Plan, nor the making of any benefit payment hereunder, will be construed toconfer upon any individual any right to be continued as an employee of theCompany.  The Company expressly reservesthe right to discharge any of its employees at any time, with or without cause.

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### 17.**                                 ApplicableLaw.**  The provisions of the Plan willbe construed, administered and enforced in accordance with ERISA and, to theextent applicable, the laws of the State of California.

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### 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.

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### 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.

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### 21.**                                 AdditionalInformation.**

###  

| **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  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 ERISARights.**

 

As a Covered Employee under the Plan, you have certainrights and protections under ERISA:

 

(a)                                  Youmay examine (without charge) all Plan documents, including any amendments andcopies of all documents filed with the U.S. Department of Labor, such as thePlan’s annual report (IRS Form 5500). These documents are available for your review in the Company’s HumanResources Department.

 

(b)                                 Youmay obtain copies of all Plan documents and other Plan information upon writtenrequest to the Plan Administrator.  Areasonable charge may be made for such copies.

 

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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, thereare steps you can take to enforce the above rights.  For instance, if you request materials and donot receive them within 30 days, you may file suit in a federal court. Insuch a case, the court may require the Plan Administrator to provide thematerials and to pay you up to $110 a day until you receive the materials,unless the materials were not sent because of reasons beyond the control of thePlan Administrator.  If you have a claimwhich is denied or ignored, in whole or in part, you may file suit in a stateor federal court.  If it should happenthat you are discriminated against for asserting your rights, you may seekassistance from the U.S. Department of Labor, or you may file suit in a federalcourt.

 

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.

 

23.**                                 Execution.**

 

*In Witness Whereof*, the Company,by its duly authorized officer, has executed this Plan on the date indicatedbelow.

 

 

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

 

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