Exhibit
10.91  UTSTARCOM,
INC.  CHANGE
OF CONTROL SEVERANCE AGREEMENT  This Change of Control
Severance Agreement (the Agreement) is made and entered into effective
as of January 31, 2003 (the Effective Date), by and between
Shao-Ning (Johnny) Chou (the Employee) and UTStarcom, Inc., a Delaware
corporation (the Company). 
Certain capitalized terms used in this Agreement are defined in
Section 1 below.  RECITALS  A.It
is expected that the Company from time to time will consider the possibility of
a Change of Control.  The Board of
Directors of the as Company (the Board) recognizes that such
consideration can be a distraction to the Employee and can cause the Employee
to consider alternative employment opportunities.  B.The
Board believes that it is in the best interests of the Company and its
shareholders to provide the Employee with an incentive to continue his
employment and to maximize the value of the Company upon a Change of Control
for the benefit of its shareholders.  C.In
order to provide the Employee with enhanced financial security and sufficient
encouragement to remain with the Company notwithstanding the possibility of a
Change of Control, the Board believes that it is imperative to provide the
Employee with certain severance benefits upon the Employees termination of
employment following a Change of Control.  AGREEMENT  In consideration of the
mutual covenants herein contained and the continued employment of Employee by
the Company, the parties agree as follows:  1.Definition
of Terms.  The following terms
referred to in this Agreement shall have the following meanings:  (a)Cause.  Cause shall mean (i) any act of
personal dishonesty taken by the Employee in connection with his
responsibilities as an employee which is intended to result in substantial
personal enrichment of the Employee, 
(ii) Employees conviction of a felony which the Board reasonably
believes has had or will have a material detrimental effect on the Companys
reputation or business, (iii) a willful act by the Employee which
constitutes misconduct and is injurious to the Company, and (iv) continued
willful violations by the Employee of the Employees obligations to the Company
after there has been delivered to the Employee a written demand for performance
from the Company which describes the basis for the Companys belief that the
Employee has not substantially performed his duties.  (b)Change
of Control.  Change of Control
shall mean the occurrence of any of the following events:  
   (i)the
approval by shareholders of the Company of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation;  (ii)the
approval by the shareholders of the Company of a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Companys assets;  (iii)any
person (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the beneficial
owner (as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 50% or more of the total voting power
represented by the Companys then outstanding voting securities; or  (iv)a
change in the composition of the Board, as a result of which fewer than a
majority of the directors are Incumbent Directors.  Incumbent Directors shall mean directors who either
(A) are directors of the Company as of the date hereof, or (B) are
elected, or nominated for election, to the Board with the affirmative votes of
at least a majority of those directors whose election or nomination was not in
connection with any transactions described in subsections (i), (ii), or
(iii) or in connection with an actual or threatened proxy contest relating
to the election of directors of the Company.  (c)Involuntary
Termination.  Involuntary
Termination shall mean (i) without the Employees express written
consent, a significant reduction of the Employees duties, position or
responsibilities relative to the Employees duties, position or
responsibilities in effect immediately prior to such reduction, or the removal
of the Employee from such position, duties and responsibilities, unless the
Employee is provided with comparable duties, position and responsibilities (as,
for example, following a Change of Control, the Chief Financial Officer of the
Company is made the Chief Financial Officer of the acquiring entity);
(ii) without the Employees express written consent, a substantial
reduction, without good business reasons, of the facilities and perquisites
(including office space and location) available to the Employee immediately
prior to such reduction; (iii) a reduction by the Company of the
Employees base salary as in effect immediately prior to such reduction;
(iv) a material reduction by the Company in the kind or level of employee
benefits to which the Employee is entitled immediately prior to such reduction
with the result that the Employees overall benefits package is significantly
reduced; (v) without the Employees express written consent, the
relocation of the Employee to a facility or a location more than
fifty (50) miles from his current location; (vi) any purported
termination of the Employee by the Company which is not effected for Cause or
for which the grounds relied upon are not valid; or (vii) the failure of
the Company to obtain the assumption of this Agreement by any successors
contemplated in Section 6 below.  (d)Termination
Date.  Termination Date shall mean
the effective date of any notice of termination delivered by one party to the
other hereunder.  2 
   2.Term
of Agreement.  This Agreement shall
terminate upon the date that all obligations of the parties hereto under this
Agreement have been satisfied or, if earlier, on the date, prior to a Change of
Control, Employee is no longer employed by the Company.  3.At-Will
Employment.  The Company and the
Employee acknowledge that the Employees employment is and shall continue to be
at-will, as defined under applicable law. 
If the Employees employment terminates for any reason, the Employee
shall not be entitled to any payments, benefits, damages, awards or
compensation other than as provided by this Agreement, or as may otherwise be
established under the Companys then existing employee benefit plans or
policies at the time of termination.  4.Severance
Benefits.  (a)Termination
Following A Change of Control.  If
the Employees employment with the Company terminates as a result of an
Involuntary Termination at any time within twelve (12) months after a
Change of Control, Employee shall be entitled to the following severance
benefits:  (i)Twenty-four (24)
months of Employees base salary as in effect as of the date of such
termination, less applicable withholding, payable in a lump sum within
thirty (30) days of the Involuntary Termination;  (ii)one
hundred percent (100%) of Employees bonus for the year in which the
termination occurs;  (iii)all
stock options granted by the Company to the Employee prior to the Change of
Control shall become fully vested and exercisable as of the date of the
termination to the extent such stock options are outstanding and unexercisable
at the time of such termination and all stock subject to a right of repurchase
by the Company (or its successor) that was purchased prior to the Change of
Control shall have such right of repurchase lapse with respect to all of the
shares;  (iv)the
same level of health (i.e., medical, vision and dental) coverage and benefits
as in effect for the Employee on the day immediately preceding the day of the
Employees termination of employment; provided, however, that (i) the
Employee constitutes a qualified beneficiary, as defined in
Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended;
and  (ii) Employee elects
continuation coverage pursuant to the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended (COBRA), within the time period
prescribed pursuant to COBRA.  The
Company shall continue to provide Employee with health coverage until the
earlier of (i) the date Employee is no longer eligible to receive
continuation coverage pursuant to COBRA, or (ii) twelve (12) months
from the termination date.  (b)Termination
Apart from a Change of Control.  If
the Employees employment with the Company terminates other than as a result of
an Involuntary Termination within the twelve (12) months following a
Change of Control, then the Employee shall not be entitled to receive severance
or other benefits hereunder, but may be eligible for those benefits (if any) as
may  3 
   then be
established under the Companys then existing severance and benefits plans and
policies at the time of such termination.  (c)Accrued
Wages and Vacation; Expenses. 
Without regard to the reason for, or the timing of, Employees termination
of employment:  (i) the Company
shall pay the Employee any unpaid base salary due for periods prior to the
Termination Date; (ii) the Company shall pay the Employee all of the
Employees accrued and unused vacation through the Termination Date; and (iii) following
submission of proper expense reports by the Employee, the Company shall
reimburse the Employee for all expenses reasonably and necessarily incurred by
the Employee in connection with the business of the Company prior to the
Termination Date.  These payments shall
be made promptly upon termination and within the period of time mandated by
law.  5.Limitation
on Payments.  In the event that the
severance and other benefits provided for in this Agreement or otherwise
payable to the Employee (i) constitute parachute payments within the
meaning of Section 280G of the Code, and (ii) would be subject to the
excise tax imposed by Section 4999 of the Code (the Excise Tax),
then Employees benefits under this Agreement shall be either  (a)delivered
in full, or  (b)delivered
as to such lesser extent which would result in no portion of such benefits
being subject to the Excise Tax,  whichever of the
foregoing amounts, taking into account the applicable federal, state and local
income taxes and the Excise Tax, results in the receipt by Employee on an
after-tax basis, of the greatest amount of benefits, notwithstanding that all
or some portion of such benefits may be taxable under Section 4999 of the
Code.  Unless the Company and
the Employee otherwise agree in writing, any determination required under this
Section shall be made in writing by the Companys independent public
accountants (the Accountants), whose determination shall be conclusive
and binding upon the Employee and the Company for all purposes.  For purposes of making the calculations
required by this Section, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Section 280G and 4999
of the Code.  The Company and the
Employee shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this Section.  The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section.  6.Successors.  (a)Companys
Successors.  Any successor to the
Company (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or substantially all of the
Companys business and/or assets shall assume the Companys obligations under
this Agreement and agree expressly to perform the Companys obligations under
this Agreement in the same manner and to the same extent as the Company would
be required to perform  4 
   such obligations
in the absence of a succession.  For all
purposes under this Agreement, the term Company shall include any successor
to the Companys business and/or assets which executes and delivers the
assumption agreement described in this subsection (a) or which becomes bound by
the terms of this Agreement by operation of law.  (b)Employees
Successors.    Without the written
consent of the Company, Employee shall not assign or transfer this Agreement or
any right or obligation under this Agreement to any other person or entity.
Notwithstanding the foregoing, the terms of this Agreement and all rights of
Employee hereunder shall inure to the benefit of, and be enforceable by,
Employees personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.  7.Notices.  (a)General.  Notices and all other communications
contemplated by this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid.  In the case of the Employee, mailed notices
shall be addressed to him at the home address which he most recently
communicated to the Company in writing. 
In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention of
its Secretary.  (b)Notice
of Termination.  Any termination by
the Company for Cause or by the Employee as a result of a voluntary resignation
or an Involuntary Termination shall be communicated by a notice of termination
to the other party hereto given in accordance with this Section.  Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the Termination
Date (which shall be not more than 30 days after the giving of such
notice).  The failure by the Employee to
include in the notice any fact or circumstance which contributes to a showing
of Involuntary Termination shall not waive any right of the Employee hereunder
or preclude the Employee from asserting such fact or circumstance in enforcing
his rights hereunder.  8.Arbitration.  (a)Any
dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach,
or termination thereof, shall be settled by binding arbitration to be held in
Santa Clara County, California, in accordance with the National Rules for
the Resolution of Employment Disputes then in effect of the American
Arbitration Association (the Rules). 
The arbitrator may grant injunctions or other relief in such dispute or
controversy.  The decision of the
arbitrator shall be final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrators
decision in any court having jurisdiction.  (b)The
arbitrator(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  5 
   federal arbitration law
and by the Rules, without reference to state arbitration law.  Employee hereby consents to the personal
jurisdiction of the state and federal courts located in California for any
action or proceeding arising from or relating to this Agreement or relating to
any arbitration in which the parties are participants.  (c)Employee
understands that nothing in this Section modifies Employees at-will employment
status.  Either Employee or the Company
can terminate the employment relationship at any time, with or without Cause.  (d)EMPLOYEE
HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.  EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY
CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR
THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EMPLOYEES RIGHT TO A
JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO,
THE FOLLOWING CLAIMS:  (i)ANY
AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH
EXPRESS 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 INTENTIONAL
INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.  (ii)ANY
AND 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, THE
CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE
AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE
CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et seq;  (iii)ANY
AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO
EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.  9.Miscellaneous
Provisions.  (a)No
Duty to Mitigate.  The Employee
shall not be required to mitigate the amount of any payment contemplated by
this Agreement, nor shall any such payment be reduced by any earnings that the
Employee may receive from any other source.  (b)Waiver.  No provision of this Agreement may be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the  6 
   Employee and by an
authorized officer of the Company (other than the Employee).  No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the
other party shall be considered a waiver of any other condition or provision or
of the same condition or provision at another time.  (c)Integration.  This Agreement and any outstanding stock
option agreements and restricted stock purchase agreements referenced herein
represent the entire agreement and understanding between the parties as to the
subject matter herein and supersede all prior or contemporaneous agreements,
whether written or oral, with respect to this Agreement and any stock option
agreement or restricted stock purchase agreement.  (d)Choice
of Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the internal substantive laws, but not the conflicts of law rules,
of the State of California.  (e)Severability.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.  (f)Employment
Taxes.  All payments made pursuant
to this Agreement shall be subject to withholding of applicable income and
employment taxes.  (g)Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.  IN WITNESS WHEREOF, each of the parties has executed
this Agreement, in the case of the Company by its duly authorized officer, as
of the day and year first above written.  COMPANY:
  UTSTARCOM, INC.By:
  /s/ Michael J. SophieTitle:
  CFO/VP FinanceEMPLOYEE:
  /s/ Shao-Ning J. ChouSignatureShao-Ning J. ChouPrinted Name  7