**Exhibit 10.2**

** **

May 18,2007

 

(*Delivery by email and Overnight Courier)*

 

PeterBlackmore

[address]

 

Dear Peter

 

I am pleased to confirm UTStarcom’s job offer to you forthe position of**President and Chief OperatingOfficer,** with a start date to be agreed upon. The terms andconditions of this offer of employment are contingent upon the acceptance ofthis letter by May 25, 2007 and commencement of your employment no later thanJuly 2, 2007.

 

This position reports directly to Hong Lu, the Company’scurrent President and Chief Executive Officer, and is located at the Company’sheadquarters in Alameda, California. The following business units/functionswill report to you initially: International Sales, Marketing & Services, GlobalSupply Chain, Global IT, Quality and the Network Solutions BU. The remainingbusiness units, namely Terminals BU and the PCD Division, will transfer to youat a time mutually agreed upon between yourself and Mr. Lu. Withinapproximately 12 months from your date of employment and in consultation withMr. Lu, the Board of Directors in its sole discretion may appoint you as theChief Executive Officer.

 

The key elements of this employment offer are as follows:

 

**Salary: **Your annual salary is**$800,000**. Paydays are on the 15th and the last day of each month.  Directdeposit is available. You will receive an annual performance review; however, yoursalary will never be reduced below its current level.

 

**Signing Bonus:** You will be paid a signing bonus amount of **$100,000**, payable upon the commencement of your employmentwith the Company.

 

**Cash Payment Award:** At this time, as you know, the Company is not in a position to make anygrants of equity awards. As a result, after you commence employment and uponapproval of the Board of Directors, the Company will grant you a restrictedcash award equal to $5.2 million, payable over a four (4) year period asfollows:  (i)  $4 million will vest as follows:  One quarter (25%) of the cash payment willvest and become payable on each annual anniversary of your start date, subjectto your continuing to provide services to the Company through each applicablevesting date and (ii) $1.2 million will vest as follows:  One quarter (25%) of the cash payment willvest and become payable on the first anniversary of the date of grant, and theremaining cash balance will vest in equal installments of 1/36theach month thereafter, subject to your continuing to provide services to theCompany through each applicable vesting date. In the event of your death ordisability both amounts under clause (i) and (ii) above will accelerate infull.

 

**Annual Performance Bonus:** On an annual basis, you will be eligible for an annual performance targetbonus (the “Annual Bonus”) of 100% of your base salary based upon (i) the Company’sperformance and (ii) achievement of mutually agreed upon performance objectivesdetermined by you and the Chief Executive Officer. For the 2007 fiscal year,50% of the Annual Bonus amount will be guaranteed to you, and will be payable atthe time bonuses for the 2007 fiscal year are paid to other executives (but nolater than March 15, 2008).

 

**Change in Control/Involuntary TerminationAgreement: **You will be offered anagreement between yourself and the Company effective on the commencement ofyour employment (the “COC Agreement”), in which the terms and conditions, inpart, provide as follows:

 

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a)             In theevent you remain employed with the Company through the twelve (12)month-anniversary of the effective date of the COC Agreement (or a later date mutuallyagreed upon in writing by the Board of Directors and you, but no later thanFebruary 13, 2009) and you are not offered the position of Chief ExecutiveOfficer of the Company on or before such date, you will receive: (i) twelve(12) months of your base salary, (ii) payment of the full Annual Bonus for theyear, and (iii) full and complete acceleration of any outstanding restrictedcash awards and outstanding equity awards, if any, then unvested at the time ofthe termination.

 

b)            In theevent of an Involuntary Termination (as such term is defined in the COCAgreement) or a termination for Good Reason (as such term is defined in the COCAgreement), you will receive (i) twelve (12) months of your base salary, (ii) paymentof the full Annual Bonus you would have otherwise been eligible to receive inthe year of termination, (iii) full and complete acceleration of anyoutstanding restricted cash awards and outstanding equity awards, if any, thenunvested at the time of the termination and (iv) twelve (12) months from thedate of termination to exercise your equity awards; or

 

c)             In theevent of a  termination following aChange of Control (as such term is defined in the COC Agreement), you willreceive (i) twenty four (24) months of your base salary, (ii) payment of twotimes the full Annual Bonus you would have otherwise been eligible to receive inthe year of termination (in addition, a pro rated amount of the full AnnualBonus will be paid for the year of termination), and (iii) full and completeacceleration of any outstanding restricted cash awards and outstanding equityawards, if any, then unvested at the time of the termination and (iv) twelve(12) months from the date of termination to exercise your equity awards.

 

Such payments and benefits will be payable at such timesand in accordance with the terms and conditions of the COC Agreement.

 

**Paid Time Off (PTO):  **You will be providedat the inception of your employment with an accrual rate for PTO equivalent to 20days per year. This will continue during your employment with the Companypursuant to the Company’s policies relating to PTO accrual and use.

 

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, t****his offer of employmentis contingent upon completion of both personal reference verifications, and acriminal background check.  UTStarcom reserves the right to withdraw it****s****offer of employment to you if the resultsof the reference verifications and/or the criminal background check are notsatisfactory, in the sole judgment of UTStarcom.

 

Your employment with the Company will be “at will” andsubject to the terms herein. This means that your employment with the Company maybe terminated by either you or the Company at any time, for any reason or forno reason, with or without notice. This offer supersedes all prior offers, bothwritten and verbal.

 

As an employee of the Company, you will be expected toabide by Company rules and regulations. You will be expected to sign and complywith an agreement, which requires, among other provisions, the non-disclosureof proprietary information.

 

Under separate cover I will forward to you the followingmaterials for your review: a proposed Change in Control/Involuntary TerminationAgreement (as described above); a proposed Indemnification Agreement; aDirector and Officers’ Questionnaire; and a Power of Attorney regarding outsidecounsel’s filing of SEC Forms 3/4/5 on your behalf.

 

This letter shall be governed by the laws of the State ofCalifornia.

 

We are pleased that you have chosen to become part of theUTStarcom team, and wish you the very best as you begin your employment withUTStarcom. If you have any questions about UTStarcom or its 

 

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benefit programs, please feel free to contact Mark Green at510-749-1565 (or mark.green@utstar.com).

 

Please sign one copy of this letter to indicate your intentto accept the terms and conditions of this offer letter, and please return thesigned copy to the Human Resource Department confidential fax at (510) 814-XXXX.

 
| Sincerely,                       |
|----------------------------------|
|                             |
| /s/  Edward Hudson               |   |
|                             |
| Edward  Hudson                   |
| Senior  Director Human Resources |

 

Iaccept the terms and conditions of this offer letter, and I understand that itreplaces those of any earlier offers of employment (if any).

 
| Signed:      | /s/ Peter Blackmore |   |
|--------------|---------------------|--------|
|         | Employee  Signature |   |
|         |
| Print  Name: | Peter Blackmore     |   |
| Date:        | May 27, 2007        |   |
|              |                     |        |  |  |

 

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