**EXHIBIT 10.13**

**UTSTARCOM, INC.EXECUTIVE INVOLUNTARY TERMINATION SEVERANCE PAY PLAN**

# 1.             **Introduction**.  Thepurpose of this UTStarcom, Inc. Executive Involuntary Termination Severance PayPlan (the “Plan”) is to provide assurances of specified severance benefits toeligible employees of the Company whose employment is subject to beinginvoluntarily terminated (other than for Cause, death or Disability).  The Plan is intended to (a) assure thatthe Company will have continued dedication and objectivity of its employees,and (b) provide the Company’s employees with an incentive to continuetheir employment and to motivate its employees to maximize the value of theCompany for the benefit of its stockholders. This Plan is an “employee welfare benefit plan,” as defined inSection 3(1) of the Employee Retirement Income Security Act of 1974, asamended.  This document constitutes boththe written instrument under which the Plan is maintained and the requiredsummary plan description for the Plan.

# 2.             **Important Terms**.  Tohelp you understand how this Plan works, it is important to know the followingterms:

## 2.1           “**Administrator**”means the Company, acting through its Vice President of Human Resources or anyperson to whom the Administrator has delegated any authority or responsibilitypursuant to Section 8, but only to the extent of such delegation.

## 2.2           “**BasePay**” means a Covered Employee’s regular straight-time salary as ineffect during the last regularly scheduled payroll period immediately precedingthe date 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 taken by the Covered Employee inconnection with his or her responsibilities as an employee which is intended toresult in substantial personal enrichment of the Covered Employee, (b) aCovered Employee’s conviction of a felony which the Board reasonably believeshas had or will have a material detrimental effect on the Company’s reputationor business, (c) a willful act by the Covered Employee which constitutesmisconduct and is injurious to the Company, and (d) continued willfulviolations by the Covered Employee of the Covered Employee’s obligations to theCompany after there has been delivered to the Covered Employee a written demandfor performance from the Company which describes the basis for the Company’sbelief that the Covered Employee has not substantially performed his or herduties.

## 2.5           “**Changein Control**” shall mean the occurrence of any of the followingevents:

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## (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

#### (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 theBoard, as a result of which fewer than a majority of the Directors areIncumbent Directors.  “IncumbentDirectors” means Directors who either (A) are Directors as of theeffective date of the Plan (pursuant to Section 22), or (B) areelected, or nominated for election, to the Board with the affirmative votes ofat least a majority of those Directors whose election or nomination was not inconnection with any transaction described in subsections (i), (ii) or (iii) orin connection with an actual or threatened proxy contest relating to theelection of Directors.

## 2.6           “**Company**”means UTStarcom, Inc., a Delaware corporation, and any successor by merger,acquisition, consolidation or otherwise that assumes the obligations of theCompany under the Plan.

## 2.7           “**CoveredEmployee**” means an employee of the Company who is identified onExhibit A to this Plan or who is designated by the Administrator inwriting from time to time as a Covered Employee.

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

## 2.9           “**Disability**”means that the Covered Employee has been unable to perform his or her Companyduties as the result of his or her incapacity due to physical or mentalillness, and such inability, at least twenty-six (26) weeks after itscommencement or one hundred eighty (180) days in any consecutive twelve(12) month period, is determined to be total and permanent by a physicianselected by the Company or its insurers and acceptable to the Covered Employeeor the Covered Employee’s legal representative (such agreement as to acceptabilitynot 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.

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## 2.10         “**EffectiveDate**” means June 20, 2006.

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

## 2.12         “**GoodReason**” means (a) without the Covered Employee’s expresswritten consent, a significant reduction of the Covered Employee’s duties, positionor responsibilities relative to the Covered Employee’s duties, position orresponsibilities in effect immediately prior to such reduction, or the removalof the Covered Employee from such position, duties and responsibilities, unlessthe Covered Employee is provided with comparable duties, position andresponsibilities; provided, however, that a reduction in duties, position orresponsibilities solely by virtue of the Company being acquired and made partof a larger entity shall not constitute a “Good Reason”; (b) without theCovered Employee’s express written consent, a substantial reduction, withoutgood business reasons, of the facilities and perquisites (including officespace and location) available to the Covered Employee immediately prior to suchreduction; (c) a reduction by the Company of the Covered Employee’s basesalary as in effect immediately prior to such reduction; (d) a materialreduction by the Company in the kind or level of employee benefits to which theCovered Employee is entitled immediately prior to such reduction with theresult that the Covered Employee’s overall benefits package is significantlyreduced; or (e) without the Covered Employee’s express written consent,the relocation of the Covered Employee to a facility or location more thanfifty (50) miles from his or her current location.

## 2.13         “**InvoluntaryTermination**” means a termination of employment of a Covered Employeeunder the circumstances described in Section 4.1.

## 2.14         “**Option**”means a right granted pursuant to the Company’s stock option plan(s) topurchase common stock of the Company pursuant to the terms and conditions ofsuch plan(s).

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

## 2.16         “**SeveranceBenefit**” means the compensation and other benefits the CoveredEmployee will be provided pursuant to Section 4.

## 2.17         “**SeveranceDate**” means the date on which a Covered Employee experiences anInvoluntary Termination.

# 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 onthe date he or she experiences an Involuntary Termination and executes, anddoes not revoke, a release in favor of the Company as required bySection 4.3.

# 4.             **Severance Benefit**.

## 4.1           **InvoluntaryTermination**.  If the Company(or any parent or subsidiary of the Company) terminates a Covered Employee’semployment for other than Cause, death or 

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## Disability, or the Covered Employeeterminates his or her employment with the Company for Good Reason, then,subject to the Covered Employee’s compliance with Section 4.3, the CoveredEmployee shall receive the following Severance Benefit from the Company:

### 4.1.1        **SeveranceBenefit**.  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%) ofhis or her target bonus for the year of the Involuntary Termination, payablewithin thirty (30) days following the Involuntary Termination.

### 4.1.2        **ContinuedBenefits**.  The Company shallpay the premiums for the continued coverage of each 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 until the earlier of(a) twelve (12) months (provided the Covered Employee validly elects tocontinue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”)),or (b) the date upon which the Covered Employee and the Covered Employee’seligible dependents become covered under similar plans.

### 4.1.3        **AcceleratedVesting of Equity Awards**. Each Covered Employee shall fully vest in and, if applicable, have theright to exercise, all of his or her outstanding and unvested equitycompensation awards.  The period overwhich each Covered Employee shall be permitted to exercise his or her vestedequity awards (including awards that vest as a result of the Plan) shall be asfollows: (a) with respect to equity compensation awards outstanding as ofthe Effective Date, or if later, the date a Covered Employee becomes aparticipant in the Plan, such awards shall remain exercisable until the latestof (i) the fifteenth (15th) day of the third month following the dateat which any such equity award would have otherwise terminated,(ii) December 31 of the year during which any such equity award wouldhave otherwise terminated, or (iii) such longer period of time (not toexceed twelve (12) months from the date of termination) that would bepermissible under Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”) and any temporary, proposed or final Treasury Regulationsand guidance promulgated thereunder so that the extension of thepost-termination exercise period would not be considered a modification (asdetermined under Section 409A of the Code) of such equity awards; and(b) with respect to equity awards granted to the Covered Employee after theEffective Date, or if later, the date a Covered Employee becomes a participantin the Plan, such awards shall remain exercisable for twelve (12) monthsfrom the date of termination.

## 4.2           **ParachutePayments**.  In the event thatthe severance and other benefits provided for in this Plan or otherwise payableor provided to the Covered Employee (i) constitute “parachute payments”within the meaning of Section 280G of the Code and (ii) but for thisSection 4.2, would be subject to the excise tax imposed bySection 4999 of the Code (the “Excise Tax”), then the Employee’s severancebenefits hereunder Section 4 shall be either

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

#### (b)           delivered as to such lesser extentwhich would result in no portion of such severance benefits being subject tothe Excise Tax,

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#### whichever of the foregoing amounts, takinginto 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 underthis Section 4.2 shall be made in writing in good faith by the accountingfirm serving as the Company’s independent public accountants immediately priorto the Change of Control (the “Accountants”). In the event of a reduction in benefits hereunder, the Covered Employeeshall be given the choice of which benefits to reduce.  For purposes of making the calculationsrequired by this Section 4,2, the Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application ofSections 280G and 4999 of the Code. The Company and the Covered Employee shall furnish to the Accountantssuch information and documents as the Accountants may reasonably request in orderto make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur inconnection with any calculations contemplated by this Section 4.2.

## 4.3           **Releaseand Non-Disparagement Agreement**. As a condition to receiving Severance Benefits under this Plan, eachCovered Employee will be required to sign a waiver and release of all claimsarising out of his or her Involuntary Termination and employment with theCompany and its subsidiaries and affiliates and an agreement not to disparagethe Company, its directors, or its executive officers, in a form reasonablysatisfactory to the Company.  NoSeverance Benefits will be paid or provided until the waiver and releaseagreement becomes effective.

## 4.4           **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.

# 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 noncompetition agreement with the Company.

# 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.

# 7.             **Withholding**.  TheCompany will withhold from any Severance Benefit all federal, state, local andother taxes required to be withheld therefrom and any other required payrolldeductions.

# 8.             **Administration**.  TheCompany 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.  

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# Any decision madeor other action taken by the Administrator with respect to the Plan, and anyinterpretation by the Administrator of any term or condition of the Plan, orany related document, will be conclusive and binding on all persons and begiven 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 authority does notapply with respect to (a) the Company’s power to amend or terminate thePlan or (b) any action that could reasonably be expected to increasesignificantly the cost of the Plan is subject to the prior approval of thesenior 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.

# 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.

# 10.           **Amendment or Termination**. The Company reserves the right to amend, modify or terminate the Plan atany time, without advance notice to any Covered Employee; provided, however,that, commencing on the date of a Change in Control, no amendment ortermination of the Plan shall reduce the Severance Benefit payable to anyCovered Employee (unless the affected Covered Employee consents to suchamendment or termination).  Any action ofthe Company in amending or terminating the Plan will be taken in anon-fiduciary capacity.

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

## 11.1         **Amendment**.  Notwithstanding anything in this Plan to thecontrary, the Company reserves the authority to amend the Plan as it deemsnecessary or desirable, and without the consent of any Covered Employee orwithout providing any advance notice of any such amendment, in order to ensurethe Plan complies with Section 409A of the Code and any regulations andother guidance issued thereunder.

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

# 12.           **Claims Procedure**.  Anyemployee or other person who believes he or she is entitled to any payment underthe 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’s 

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# procedures forappealing the denial.  The denial noticewill be provided 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. This notice of extension will indicate the special circumstancesrequiring the extension of time and the date by which the Administrator expectsto render its decision on the claim.

# 13.           **Appeal Procedure**.  Ifthe claimant’s claim is denied, the claimant (or his or her authorizedrepresentative) may apply in writing to the Administrator for a review of thedecision denying the claim.  Review mustbe requested within 60 days following the date the claimant received thewritten notice of their claim denial or else the claimant loses the right toreview.  The claimant (or representative)then has the right to review and obtain copies of all documents and otherinformation relevant to the claim, upon request and at no charge, and to submitissues and comments in writing.  TheAdministrator will provide written notice of his or her decision on reviewwithin 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 circumstances requiringthe extension of time and the date by which the Administrator expects to renderits decision.  If the claim is denied (infull or in part), the claimant will be provided a written notice explaining thespecific reasons for the denial and referring to the provisions of the Plan onwhich the denial is based.  The noticeshall also include a statement that the claimant will be provided, upon requestand free of charge, reasonable access to, and copies of, all documents andother information relevant to the claim and a statement regarding the claimant’sright to bring an action under Section 502(a) of ERISA.

# 14.           **Source of Payments**. All Severance Benefits will be paid in 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 any person to receive any payment under thePlan will be any greater than the right of any other general unsecured creditorof the Company.

# 15.           **Inalienability**.  In noevent may any current or former employee of the Company or any of itssubsidiaries 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.

# 16.           **No Enlargement of Employment Rights**.  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.

# 17.           **Applicable Law**.  Theprovisions of the Plan will be construed, administered and enforced inaccordance with ERISA and, to the extent applicable, the laws of the State ofCalifornia.

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

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# 19.           **Headings**.  Headings inthis Plan document are for purposes of reference only and will not limit orotherwise affect the meaning hereof.

# 20.           **Indemnification**.  TheCompany hereby agrees to indemnify and hold harmless the officers and employeesof the Company, and the members of its boards of directors, from all losses,claims, costs or other liabilities arising from their acts or omissions inconnection with the administration, amendment or termination of the Plan, tothe maximum extent permitted by applicable law. This indemnity will cover all such liabilities, including judgments,settlements and costs of defense.  TheCompany will provide this indemnity from its own funds to the extent thatinsurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnityprovided to such person by the Company.

# 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:**             | ** ** | **EIN2:** 5-1782500**PLAN:**[__________]                                                                 |
| ** **                              | ** ** | ** **                                                                                               |
| **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.                                                            |

 

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

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

#### (a)           You may examine (without charge) allPlan documents, including any amendments and copies of all documents filed withthe U.S. Department of Labor, such as the Plan’s annual report (IRS Form5500).  These documents are available foryour review in the Company’s Human Resources Department.

#### (b)           You may obtain copies of all Plandocuments and other Plan information upon written request to the Plan Administrator.  A reasonable charge may be made for suchcopies.

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 Plan Administrator to provide the materials and topay you up to $110 a day until you receive the materials, unless thematerials were not sent because of reasons beyond the control of the PlanAdministrator, If you have a claim which is denied or ignored, in whole or inpart, you may file suit in a state or federal court.  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.

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# 23.           **Execution**.

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

 

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**ACKNOWLEDGMENT OFRECEIPT OFEXECUTIVE INVOLUNTARY TERMINATION SEVERANCE PAY PLAN**

I acknowledge that I have received and read theCompany’s ***Executive Involuntary Termination SeverancePay Plan***.
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