**EXHIBIT 10.28**

**UTSTARCOM,INC.**

**AMENDED AND RESTATED CHANGE OF CONTROL/INVOLUNTARYTERMINATION SEVERANCE AGREEMENT**

This Amended and Restated Change ofControl/Involuntary Termination Severance Agreement (the “Agreement”) is madeand entered into effective as of November 14, 2006 (the “Effective Date”), byand between Ying Wu (the “Employee”) and UTStarcom, Inc., a Delawarecorporation (the “Company”).  Certaincapitalized terms used in this Agreement are defined in Section 1 below.

R E C I T A L S

A.            TheCompany and Employee previously entered into a Change of Control/InvoluntaryTermination Severance Agreement which provided the Employee with severancebenefits upon the Employee’s termination of employment under certaincircumstances (the “Original Agreement”).

B.            TheBoard of Directors of the Company (the “Board”) believes that it is in the bestinterests of the Company and its shareholders to provide the Employee withfurther incentives to continue his employment.

C.            Inorder to provide the Employee with enhanced financial security and sufficientencouragement to remain with the Company, the Board wishes to augment certainterms of the Original Agreement, which is hereby amended and restated in itsentirety as follows.

AGREEMENT

In consideration of the mutual covenants hereincontained and the continued employment of Employee by the Company, the partiesagree as follows:

# 1.             Definition of Terms.  The following terms referred to in thisAgreement shall have the following meanings:

## (a)           Cause.  “Cause” shall mean (i) any act ofpersonal dishonesty taken by the Employee in connection with hisresponsibilities as an employee which is intended to result in substantialpersonal enrichment of the Employee, (ii) Employee’s conviction of afelony which the Board reasonably believes has had or will have a materialdetrimental effect on the Company’s reputation or business, (iii) awillful act by the Employee which constitutes misconduct and is injurious tothe Company, and (iv) continued willful violations by the Employee of theEmployee’s obligations to the Company after there has been delivered to theEmployee a written demand for performance from the Company which describes thebasis for the Company’s belief that the Employee has not substantiallyperformed his duties.

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## (b)           Changeof Control.  “Change of Control”shall mean the occurrence of any of the following events:

### (i)    theapproval by shareholders of the Company of a merger or consolidation of theCompany with any other corporation, other than a merger or consolidation whichwould result in the voting securities of the Company outstanding immediatelyprior thereto continuing to represent (either by remaining outstanding or bybeing converted into voting securities of the surviving entity) more than fiftypercent (50%) of the total voting power represented by the voting securities ofthe Company or such surviving entity outstanding immediately after such mergeror consolidation;

### (ii)   theapproval by the shareholders of the Company of a plan of complete liquidationof the Company or an agreement for the sale or disposition by the Company ofall or substantially all of the Company’s assets;

### (iii)  any“person” (as such term is used in Sections 13(d) and 14(d) of theSecurities Exchange Act of 1934, as amended) becoming the “beneficial owner”(as defined in Rule 13d-3 under said Act), directly or indirectly, ofsecurities of the Company representing 50% or more of the total voting powerrepresented by the Company’s then outstanding voting securities; or

### (iv)  achange in the composition of the Board, as a result of which fewer than amajority of the directors are Incumbent Directors.  “Incumbent Directors” shall mean directorswho either (A) are directors of the Company as of the date hereof, or(B) are elected, or nominated for election, to the Board with theaffirmative votes of at least a majority of those directors whose election ornomination was not in connection with any transactions described insubsections (i), (ii), or (iii) or in connection with an actual or threatenedproxy contest relating to the election of directors of the Company.

## (c)           Changein Control Involuntary Termination.  “Changein Control Involuntary Termination” shall mean (i) without the Employee’sexpress written consent, a significant reduction of the Employee’s duties,position or responsibilities relative to the Employee’s duties, position orresponsibilities in effect immediately prior to such reduction, or the removalof the Employee from such position, duties and responsibilities, unless theEmployee is provided with comparable duties, position and responsibilities;provided, however, that a reduction in duties, position or responsibilitiessolely by virtue of the Company being acquired and made part of a larger entityshall not constitute a “Change in Control Involuntary Termination;”(ii) without the Employee’s express written consent, a substantialreduction, without good business reasons, of the facilities and perquisites(including office space and location) available to the Employee immediatelyprior to such reduction; (iii) a reduction by the Company of the Employee’sbase salary as in effect immediately prior to such reduction; (iv) amaterial reduction by the Company in the kind or level of employee benefits towhich the Employee is entitled immediately prior to such reduction with theresult that the Employee’s overall benefits package is significantly reduced;(v) without the Employee’s express written consent, the relocation of theEmployee to a facility or a location more than fifty (50) miles from hiscurrent location; (vi) any purported termination of the Employee by theCompany which is not effected for Cause or for which the grounds relied uponare not valid; or 

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## (vii) the failure of the Company to obtain the assumption of this Agreementby any successors contemplated in Section 7 below.

## (d)           RegularInvoluntary Termination.  “RegularInvoluntary Termination” shall mean any termination (other than a terminationfor Cause) of the Employee by the Company which is not within eighteen(18) months after a Change in Control.

## (e)           TerminationDate.  “Termination Date” shall meanthe effective date of any notice of termination delivered by one party to theother hereunder.

# 2.             Term of Agreement.  This Agreement will have a term of three(3) years commencing on the Effective Date.  Following the expiration of the three-yearterm, the Employee and the Company may, but are not obligated to, enter into anew agreement.  If Employee’s employmentcontinues following the expiration of the three-year term, and the Company andEmployee do not enter into a new agreement, Employee’s then current benefitsarrangements shall continue in accordance with the terms of this Agreementuntil the Parties agree otherwise.

# 3.             At-Will Employment.  The Company and the Employee acknowledge thatsubject to the provisions of this Agreement, the Employee’s employment is andshall continue to be at-will, as defined under applicable law.  If the Employee’s employment terminates forany reason, the Employee shall not be entitled to any payments, benefits,damages, awards or compensation other than as provided by this Agreement, or asmay otherwise be established under the Company’s then existing employee benefitplans or policies at the time of termination.

# 4.             Severance Benefits.

## (a)           TerminationFollowing A Change of Control.  Ifthe Employee’s employment with the Company terminates as a result of a Changein Control Involuntary Termination at any time within eighteen (18) monthsafter a Change of Control, Employee shall be entitled to the followingseverance benefits:

### (i)    twenty-four(24) months of Employee’s base salary as in effect as of the date of suchtermination, less applicable withholding, payable in a lump sum within thirty(30) days of the Involuntary Termination;

### (ii)   onehundred percent (100%) of Employee’s bonus for the year in which thetermination occurs;

### (iii)  allequity awards, including without limitation stock option grants, restrictedstock and stock purchase rights, granted by the Company to the Employee priorto the Change of Control shall become fully vested or released from the Company’srepurchase right (if any shares of stock purchased by or granted to theEmployee prior to the Change of Control remain subject to such repurchaseright) and exercisable as of the date of the termination to the extent suchequity awards are outstanding and unexercisable or unreleased at the time ofsuch termination. The period over which the Employee shall be permitted toexercise his or her vested equity awards (including awards that vest as aresult of the Agreement) shall be as follows: (a) with respect to 

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### equity compensation awards outstanding as of June 20, 2006, suchawards shall remain exercisable until the latest of (i) the fifteenth(15th) day of the third month following the date at which any such equityaward would have otherwise terminated, (ii) December 31 of the yearduring which any such equity award would have otherwise terminated, or(iii) such longer period of time (not to exceed twelve (12) monthsfrom the date of termination) that would be permissible under Section 409Aof the Internal Revenue Code of 1986, as amended (the “Code”) and anytemporary, proposed or final Treasury Regulations and guidance promulgatedthereunder so that the extension of the post-termination exercise period wouldnot be considered a modification (as determined under Section 409A of theCode) of such equity awards; and (b) with respect to equity awards grantedto the Employee after June 20 2006, such awards shall remain exercisablefor twelve (12) months from the date of termination; and

### (iv)  thesame level of health (i.e., medical, vision and dental) coverage and benefitsas in effect for the Employee on the day immediately preceding the day of theEmployee’s termination of employment; provided, however, that (A) theEmployee constitutes a qualified beneficiary, as defined inSection 4980B(g)(l) of the Internal Revenue Code of 1986, as amended; and(B) Employee elects continuation coverage pursuant to the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within thetime period prescribed pursuant to COBRA. The Company shall continue to provideEmployee with health coverage until the earlier of (A) the date Employeeis no longer eligible to receive continuation coverage pursuant to COBRA, or(B) twelve (12) months from the termination date.

## (b)           TerminationApart from a Change of Control.  Ifthe Employee’s employment with the Company terminates as a result of a RegularInvoluntary Termination during the term of this Agreement, then the Employeeshall be entitled to the following severance benefits:

### (i)    twelve(12) months of Employee’s base salary as in effect as of the date of suchtermination, less applicable withholding, payable in a lump sum within thirty(30) days of the Regular Involuntary Termination;

### (ii)   onehundred percent (100%) of Employee’s bonus for the year in which the RegularInvoluntary Termination occurs;

### (iii)  allequity awards, including without limitation stock option grants, restricted stockand stock purchase rights, granted by the Company to the Employee shall becomefully vested or released from the Company’s repurchase right (if any shares ofstock purchased by or granted to the Employee remain subject to such repurchaseright) and exercisable as of the date of the termination to the extent suchequity awards are outstanding and unexercisable or unreleased at the time ofsuch termination.  The period over whichthe Employee shall be permitted to exercise his or her vested equity awards(including awards that vest as a result of the Agreement) shall be as follows:(a) with respect to equity compensation awards outstanding as ofJune 20, 2006, such awards shall remain exercisable until the latest of(i) the fifteenth (15th) day of the third month following the date atwhich 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 Code and any temporary, proposed orfinal 

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### Treasury Regulations and guidance promulgated thereunder so that theextension of the post-termination exercise period would not be considered amodification (as determined under Section 409A of the Code) of such equityawards; and (b) with respect to equity awards granted to the Employeeafter June 20, 2006, such awards shall remain exercisable for twelve (12) monthsfrom the date of termination; and

### (iv)  thesame level of health (i.e., medical, vision and dental) coverage and benefitsas in effect for the Employee on the day immediately preceding the day of theEmployee’s termination of employment; provided, however, that (A) theEmployee constitutes a qualified beneficiary, as defined inSection 4980B(g)(l) of the Internal Revenue Code of 1986, as amended; and(B) Employee elects continuation coverage pursuant to the ConsolidatedOmnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within thetime period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverageuntil the earlier of (A) the date Employee is no longer eligible toreceive continuation coverage pursuant to COBRA, or (B) twelve(12) months from the termination date.

## (c)           TerminationApart from a Change of Control or Regular Involuntary Termination.  For avoidance of doubt, if the Employee’semployment with the Company terminates as a result of Cause, then the Employee shallnot be entitled to receive severance or other benefits hereunder, but may beeligible for those benefits (if any) as may then be established under theCompany’s then existing severance and benefits plans and policies at the timeof such termination.

## (d)           AccruedWages and Vacation; Expenses. Without regard to the reason for, or the timing of, Employee’stermination of employment: (i) the Company shall pay the Employee anyunpaid base salary due for periods prior to the Termination Date; (ii) theCompany shall pay the Employee all of the Employee’s accrued and unusedvacation through the Termination Date; and (iii) following submission ofproper expense reports by the Employee, the Company shall reimburse theEmployee for all expenses reasonably and necessarily incurred by the Employeein connection with the business of the Company prior to the TerminationDate.  These payments shall be madepromptly upon termination and within the period of time mandated by law.

# 5.             Section 409A.  Notwithstanding anything to the contrary inthis Agreement, if the Company reasonably determines that Section 409A ofthe Code will result in the imposition of additional tax to an earlier paymentof any severance or other benefits otherwise due to the Employee pursuant toSection 4 of this Agreement or otherwise on or within the six(6) month period following the Employee’s termination, the severancebenefits will accrue during such six (6) month period and will becomepayable in a lump sum payment on the date six (6) months and one(1) day following the Employee’s date of termination.  All subsequent payments, if any, will bepayable as provided in this Agreement. In addition, notwithstanding anything to the contrary in this Agreement,this Agreement will be deemed amended to the extent necessary to avoidimposition of any additional tax or income recognition prior to actual paymentto the Employee under Code Section 409A and any temporary, proposed orfinal Treasury Regulations and guidance promulgated thereunder and the partiesagree to cooperate with each other and to take reasonably necessary steps inthis regard.

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# 6.             Limitation on Payments.  In the event that the severance and otherbenefits provided for in this Agreement or otherwise payable to the Employee(i) constitute “parachute payments” within the meaning ofSection 280G of the Code, and (ii) would be subject to the excise taximposed by Section 4999 of the Code (the “Excise Tax”), then Employee’sbenefits under this Agreement shall be either

## (a)           deliveredin full, or

## (b)           deliveredas to such lesser extent which would result in no portion of such benefitsbeing subject to the Excise Tax,

whichever of theforegoing amounts, taking into account the applicable federal, state and localincome taxes and the Excise Tax, results in the receipt by Employee on anafter-tax basis, of the greatest amount of benefits, notwithstanding that allor some portion of such benefits may be taxable under Section 4999 of theCode.

Unless the Company and the Employee otherwise agree inwriting, any determination required under this Section shall be made inwriting by the Company’s independent public accountants (the “Accountants”),whose determination shall be conclusive and binding upon the Employee and theCompany for all purposes.  For purposesof making the calculations required by this Section, the Accountants may makereasonable assumptions and approximations concerning applicable taxes and mayrely on reasonable, good faith interpretations concerning the application ofSection 280G and 4999 of the Code. The Company and the Employee shall furnish to the Accountants suchinformation and documents as the Accountants may reasonably request in order tomake a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur inconnection with any calculations contemplated by this Section.

# 7.             Successors.

## (a)           Company’sSuccessors.  Any successor to theCompany (whether direct or indirect and whether by purchase, lease, merger,consolidation, liquidation or otherwise) to all or substantially all of theCompany’s business and/or assets shall assume the Company’s obligations underthis Agreement and agree expressly to perform the Company’s obligations underthis Agreement in the same manner and to the same extent as the Company wouldbe required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, theterm “Company” shall include any successor to the Company’s business and/orassets which executes and delivers the assumption agreement described in thissubsection (a) or which becomes bound by the terms of this Agreement byoperation of law.

## (b)           Employee’sSuccessors.  Without the writtenconsent of the Company, Employee shall not assign or transfer this Agreement orany right or obligation under this Agreement to any other person orentity.  Notwithstanding the foregoing,the terms of this Agreement and all rights of Employee hereunder shall inure tothe benefit of, and be enforceable by, Employee’s personal or legal representatives,executors, administrators, successors, heirs, distributees, devisees andlegatees.

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# 8.             Notices.

## (a)           General.  Notices and all other communicationscontemplated by this Agreement shall be in writing and shall be deemed to havebeen duly given when personally delivered or when mailed by U.S. registered orcertified mail, return receipt requested and postage prepaid.  In the case of the Employee, mailed noticesshall be addressed to him at the home address which he most recentlycommunicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to itscorporate headquarters, and all notices shall be directed to the attention ofits Secretary.

## (b)           Noticeof Termination.  Any termination bythe Company for Cause or by the Employee as a result of a voluntary resignationor an Involuntary Termination shall be communicated by a notice of terminationto the other party hereto given in accordance with this Section.  Such notice shall indicate the specifictermination provision in this Agreement relied upon, shall set forth inreasonable detail the facts and circumstances claimed to provide a basis fortermination under the provision so indicated, and shall specify the TerminationDate (which shall be not more than thirty (30) days after the giving ofsuch notice).  The failure by theEmployee to include in the notice any fact or circumstance which contributes toa showing of Involuntary Termination shall not waive any right of the Employeehereunder or preclude the Employee from asserting such fact or circumstance inenforcing his rights hereunder.

# 9.             Arbitration.

## (a)           Anydispute or controversy arising out of, relating to, or in connection with thisAgreement, or the interpretation, validity, construction, performance, breach,or termination thereof, shall be settled by binding arbitration to be held inSanta Clara County, California, in accordance with the National Rules for theResolution of Employment Disputes then in effect of the American ArbitrationAssociation (the “Rules”).  Thearbitrator may grant injunctions or other relief in such dispute orcontroversy.  The decision of thearbitrator shall be final, conclusive and binding on the parties to thearbitration.  Judgment may be entered onthe arbitrator’s decision in any court having jurisdiction.

## (b)           Thearbitrator(s) shall apply California law to the merits of any dispute or claim,without reference to conflicts of law rules. The arbitration proceedings shall be governed by federal arbitration lawand by the Rules, without reference to state arbitration law.  Employee hereby consents to the personaljurisdiction of the state and federal courts located in California for anyaction or proceeding arising from or relating to this Agreement or relating toany arbitration in which the parties are participants.

## (c)           Employeeunderstands that nothing in this Section modifies Employee’s at-willemployment status.  Either Employee orthe Company can terminate the employment relationship at any time, with orwithout Cause.

## (d)           EMPLOYEEHAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.  EMPLOYEE UNDERSTANDS THAT SUBMITTING ANYCLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS 

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## AGREEMENT, OR THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE,BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OFEMPLOYEE’S RIGHT TO A JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTESRELATING TO ALL ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUTNOT LIMITED TO, THE FOLLOWING CLAIMS:

### (i)    ANYAND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTHEXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING,BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS;NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONALINTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.

### (ii)   ANYAND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE,INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THECIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THEAMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THECALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, *et seq*;

### (iii)  ANYAND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TOEMPLOYMENT OR EMPLOYMENT DISCRIMINATION.

# 10.           Miscellaneous Provisions.

## (a)           NoDuty to Mitigate.  The Employee shallnot be required to mitigate the amount of any payment contemplated by thisAgreement, nor shall any such payment be reduced by any earnings that theEmployee may receive from any other source.

## (b)           Waiver.  No provision of this Agreement may bemodified, waived or discharged unless the modification, waiver or discharge isagreed to in writing and signed by the Employee and by an authorized officer ofthe Company (other than the Employee). No waiver by either party of any breach of, or of compliance with, anycondition or provision of this Agreement by the other party shall be considereda waiver of any other condition or provision or of the same condition orprovision at another time.

## (c)           Integration.  This Agreement and any outstanding stockoption agreements and restricted stock purchase agreements referenced hereinrepresent the entire agreement and understanding between the parties as to thesubject matter herein and supersede all prior or contemporaneous agreements,whether written or oral, with respect to this Agreement and any stock optionagreement or restricted stock purchase agreement.

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## (d)           Choiceof Law.  The validity,interpretation, construction and performance of this Agreement shall begoverned by the internal substantive laws, but not the conflicts of law rules,of the State of California.

## (e)           Severability.  The invalidity or unenforceability of anyprovision or provisions of this Agreement shall not affect the validity orenforceability of any other provision hereof, which shall remain in full forceand effect.

## (f)            EmploymentTaxes.  All payments made pursuant tothis Agreement shall be subject to withholding of applicable income andemployment taxes.

## (g)           Counterparts.  This Agreement may be executed incounterparts, each of which shall be deemed an original, but all of whichtogether will constitute one and the same instrument.

 

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IN WITNESS WHEREOF, each of the parties has executedthis Agreement, in the case of the Company by its duly authorized officer, asof the day and year first above written.

| COMPANY:  | UTSTARCOM, INC. |
|-----------|-----------------|
|      |            |   |
|      | By:             | /s/ Mark Green |
|      | Title:          | VP, HR |
|      |            |   |
| EMPLOYEE: | /s/ Ying Wu     |
|      | Signature       |
|      |            |   |
|      | Ying Wu         |
|      | Printed Name    |

 

**SIGNATUREPAGE TO AMENDED AND RESTATED CHANGE OFCONTROL/INVOLUNTARY TERMINATION SEVERANCE AGREEMENT**

 

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