EXHIBIT 10.66

UTSTARCOM, INC.  2001 DIRECTOR OPTION PLAN  (Amended February 2, 2006)

1.     Purposes
of the Plan.    The purposes of this 2001 Director Option Plan are to attract and retain the best available personnel for
service as Outside Directors (as defined herein) of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service
on the Board.

All
options granted hereunder shall be nonstatutory stock options.

2.     Definitions.    As
used herein, the following definitions shall apply:



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3.     Stock
Subject to the Plan.    Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 1,200,000 Shares (the "Pool"). The Shares may be authorized, but unissued, or reacquired Common Stock.

If
an Option expires or becomes unexercisable without having been exercised in full, the unpurchased Shares which were subject thereto shall become available for future grant or sale
under the Plan (unless the Plan has terminated). Shares that have actually been issued under the Plan shall not be returned to the Plan and shall not become available for future distribution under the
Plan.

4.     Administration
and Grants of Options under the Plan.



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5.     Eligibility.    Options
may be granted only to Outside Directors. All Options shall be automatically granted in accordance with the
terms set forth in Section 4 hereof.

The
Plan shall not confer upon any Optionee any right with respect to continuation of service as a Director or nomination to serve as a Director, nor shall it interfere in any way with
any rights which
the Director or the Company may have to terminate the Director's relationship with the Company at any time.

6.     Term
of Plan.    The Plan shall become effective upon the later to occur of its adoption by the Board or its approval by the
stockholders of the Company as described in Section 16 of the Plan. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 11 of the Plan.

7.     Form
of Consideration.    The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method
of payment, shall consist of (i) cash, (ii) check, (iii) other Shares, provided Shares acquired from the Company, (x) have been owned by the Optionee for more than six
(6) months on the date of surrender, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be
exercised, (iv) consideration received by the Company under a cashless exercise program implemented by the Company in connection with the Plan, or (v) any combination of the foregoing
methods of payment.

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8.     Exercise
of Option.



An
Option may not be exercised for a fraction of a Share.

An
Option shall be deemed to be exercised when written notice of such exercise has been given to the Company in accordance with the terms of the Option by the person entitled to exercise
the Option and full payment for the Shares with respect to which the Option is exercised has been received by the Company. Full payment may consist of any consideration and method of payment allowable
under Section 7 of the Plan. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option. A share certificate for the number of Shares so acquired shall be issued to the Optionee as soon as practicable after exercise of the Option. No adjustment shall be made for a dividend or
other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.

Exercise
of an Option in any manner shall result in a decrease in the number of Shares which thereafter may be available, both for purposes of the Plan and for sale under the Option, by
the number of Shares as to which the Option is exercised.



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9.     Non-Transferability
of Options.    Unless the Board determines otherwise, any Option granted under the Plan may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Optionee,
only by the Optionee. With the approval of the Board, an Optionee may, in a manner specified by the Board, (a) transfer an Option to an Optionee's spouse or former spouse pursuant to a
court-approved domestic relations order which relates to the provision of child support, alimony payments or marital property rights, and (b) transfer an Option by bona fide gift and not for
any consideration, to (i) a member or members of the Optionee's immediate family, (ii) a trust established for the exclusive benefit of the Optionee and/or member(s) of the Optionee's
immediate family, (iii) a partnership, limited liability company of other entity whose only partners or members are the Optionee and/or member(s) of the Optionee's immediate family, or
(iv) a foundation in which the Optionee is an/or member(s) of the Optionee's immediate family control the management of the foundation's assets. For purposes of this Section 9,
"immediate family" shall mean the Optionee's spouse, former spouse, children, grandchildren, parents, grandparents, siblings, nieces, nephews, parents-in-law,
sons-in-law, daughters-in-law, brothers-in-law, sisters-in-law, including adoptive or step relationships
and any person sharing the employee's household (other than as a tenant or employee).

10.   Adjustments
Upon Changes in Capitalization, Dissolution, Merger or Asset Sale.



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If
the Successor Corporation does not assume an outstanding Option or substitute for it an equivalent option, the Option shall become fully vested and exercisable, including as to Shares
for which it would not otherwise be exercisable. In such event the Board shall notify the Optionee that the Option shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.

For
the purposes of this Section 10(c), an Option shall be considered assumed if, following the merger or sale of assets, the Option confers the right to purchase or receive, for
each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or
sale of assets by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares). If such consideration received in the merger or sale of assets is not solely common stock of the successor corporation or its Parent, the Board may,
with the consent of the successor corporation, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common
stock of the successor corporation or its Parent equal in fair market value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

11.   Amendment
and Termination of the Plan.



12.   Time
of Granting Options.    The date of grant of an Option shall, for all purposes, be the date determined in accordance with
Section 4 hereof.

13.   Conditions
Upon Issuance of Shares.    Shares shall not be issued pursuant to the exercise of an Option unless the exercise of
such Option and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act

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of
1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws, and the requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect to such compliance.

As
a condition to the exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being
purchased only for investment and without any present intention to sell or distribute such Shares, if, in the opinion of counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

Inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company's counsel to be necessary to the lawful issuance and
sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority shall not have been obtained.

14.   Reservation
of Shares.    The Company, during the term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.

15.   Option
Agreement.    Options shall be evidenced by written option agreements in such form as the Board shall approve.

16.   Stockholder
Approval.    The Plan shall be subject to approval by the stockholders of the Company within twelve (12) months
after the date the Plan is adopted. Such stockholder approval shall be obtained in the degree and manner required under applicable state and federal law and any stock exchange rules.

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FIRST OPTION

UTSTARCOM, INC.  DIRECTOR OPTION AGREEMENT

UTStarcom, Inc., (the "Company"), has granted
to                        (the "Optionee"), an option to purchase a total of eighty thousand (80,000) shares of the
Company's Common Stock (the "Optioned Stock"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's 2001 Director Option
Plan (the "Plan") adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

1.     Nature
of the Option.    This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to the
Optionee.

2.     Exercise
Price.    The exercise price is $            for each share of Common Stock.

3.     Exercise
of Option.    This Option shall be exercisable during its term in accordance with the provisions of Section 8 and
Section 10 of the Plan as follows:



4.     Method
of Payment.    Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of
the Optionee:



5.     Restrictions
on Exercise.    This Option may not be exercised if the issuance of such Shares upon such exercise or the method of
payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the
requirements of any stock exchange upon which the Shares may then be

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listed.
As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to the Company as may be required by any applicable law or regulation.

6.     Non-Transferability
of Option.    This Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

7.     Term
of Option.    This Option may not be exercised more than ten (10) years from the date of grant of this Option, and may
be exercised during such period only in accordance with the Plan and the terms of this Option.

8.     Taxation
Upon Exercise of Option.    Optionee understands that, upon exercise of this Option, he or she will recognize income for
tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be
deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in
connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the
Option, to the extent not included in income as described above, will be treated as capital gain or loss.

|DATE OF GRANT: |  |  |  |                                        |  | 
|-------------- |  |  |  | -------------------------------------- |  | 
|               |  |  |  | UTSTARCOM, INC.
a Delaware corporation
|               |  |  |  | By:                                    |  | 

Optionee
acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan.

|Dated: |  |  |  |         
|------ |  |  |  | --------
|       |  |  |  | Optionee

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FIRST OPTION

EXHIBIT A  DIRECTOR OPTION EXERCISE NOTICE

UTStarcom, Inc.
1275 Harbor Bay Parkway, Suite 100
Alameda, CA 94502



1.     Exercise
of Option.    The undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase
             shares of the Common Stock (the "Shares") of UTStarcom, Inc. (the "Company") under and pursuant to the Company's 2001 Director Option Plan and the Director Option
Agreement dated                         (the "Agreement").

2.     Representations
of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Agreement.

3.     Federal
Restrictions on Transfer.    Optionee understands that the Shares must be held indefinitely unless they are registered
under the Securities Act of 1933, as amended (the "1933 Act"), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a legend to that
effect. Optionee understands that the Company is under no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in the amounts or
at the times proposed by Optionee.

4.     Tax
Consequences.    Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares and that
Optionee is not relying on the Company for any tax advice.

5.     Delivery
of Payment.    Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee has
elected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company.

6.     Entire
Agreement.    The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and
the Agreement are governed by Delaware law except for that body of law pertaining to conflict of laws.

|Submitted by: |  | Accepted by:   
|------------- |  | ---------------
|OPTIONEE:     |  | UTSTARCOM, INC.
|By:           |  |                
|              |  |                
|Address:      |  |                
|              |  |                
|Dated:        |  |                

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SUBSEQUENT OPTION

UTSTARCOM, INC.  DIRECTOR OPTION AGREEMENT

UTStarcom, Inc., (the "Company"), has granted
to                        (the "Optionee"), an option to purchase a total of twenty thousand (20,000) shares of the
Company's Common Stock (the "Optioned Stock"), at the price determined as provided herein, and in all respects subject to the terms, definitions and provisions of the Company's 2001 Director Option
Plan (the "Plan") adopted by the Company which is incorporated herein by reference. The terms defined in the Plan shall have the same defined meanings herein.

1.     Nature
of the Option.    This Option is a nonstatutory option and is not intended to qualify for any special tax benefits to the
Optionee.

2.     Exercise
Price.    The exercise price is $            for each share of Common Stock.

3.     Exercise
of Option.    This Option shall be exercisable during its term in accordance with the provisions of Section 8 and
Section 10 of the Plan as follows:



4.     Method
of Payment.    Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of
the Optionee:



5.     Restrictions
on Exercise.    This Option may not be exercised if the issuance of such Shares upon such exercise or the method of
payment of consideration for such shares would constitute a violation of any applicable federal or state securities or other law or regulations, or if such issuance would not comply with the
requirements of any stock exchange upon which the Shares may then be listed. As a condition to the exercise of this Option, the Company may require Optionee to make any representation and warranty to
the Company as may be required by any applicable law or regulation.

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6.     Non-Transferability
of Option.    This Option may not be transferred in any manner otherwise than by will or by the
laws of descent or distribution and may be exercised during the lifetime of Optionee only by the Optionee. The terms of this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

7.     Term
of Option.    This Option may not be exercised more than ten (10) years from the date of grant of this Option, and may
be exercised during such period only in accordance with the Plan and the terms of this Option.

8.     Taxation
Upon Exercise of Option.    Optionee understands that, upon exercise of this Option, he or she will recognize income for
tax purposes in an amount equal to the excess of the then Fair Market Value of the Shares purchased over the exercise price paid for such Shares. Since the Optionee is subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended, under certain limited circumstances the measurement and timing of such income (and the commencement of any capital gain holding period) may be
deferred, and the Optionee is advised to contact a tax advisor concerning the application of Section 83 in general and the availability a Section 83(b) election in particular in
connection with the exercise of the Option. Upon a resale of such Shares by the Optionee, any difference between the sale price and the Fair Market Value of the Shares on the date of exercise of the
Option, to the extent not included in income as described above, will be treated as capital gain or loss.

|DATE OF GRANT: |  |  |  |                                        |  | 
|-------------- |  |  |  | -------------------------------------- |  | 
|               |  |  |  | UTSTARCOM, INC.
a Delaware corporation
|               |  |  |  | By:                                    |  | 

Optionee
acknowledges receipt of a copy of the Plan, a copy of which is attached hereto, and represents that he or she is familiar with the terms and provisions thereof, and hereby
accepts this Option subject to all of the terms and provisions thereof. Optionee hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Board upon any
questions arising under the Plan.

|Dated: |  |  |  |         
|------ |  |  |  | --------
|       |  |  |  | Optionee

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SUBSEQUENT OPTION

EXHIBIT A  DIRECTOR OPTION EXERCISE NOTICE

UTStarcom, Inc.
1275 Harbor Bay Parkway, Suite 100
Alameda, CA 94502



1.     Exercise
of Option.    The undersigned ("Optionee") hereby elects to exercise Optionee's option to purchase            shares
of the Common Stock (the "Shares") of UTStarcom, Inc. (the "Company") under and pursuant to the Company's 2001 Director Option Plan and the Director Option Agreement
dated                        (the
"Agreement").

2.     Representations
of Optionee.    Optionee acknowledges that Optionee has received, read and understood the Agreement.

3.     Federal
Restrictions on Transfer.    Optionee understands that the Shares must be held indefinitely unless they are registered
under the Securities Act of 1933, as amended (the "1933 Act"), or unless an exemption from such registration is available, and that the certificate(s) representing the Shares may bear a legend to that
effect. Optionee understands that the Company is under no obligation to register the Shares and that an exemption may not be available or may not permit Optionee to transfer Shares in the amounts or
at the times proposed by Optionee.

4.     Tax
Consequences.    Optionee understands that Optionee may suffer adverse tax consequences as a result of Optionee's purchase or
disposition of the Shares. Optionee represents that Optionee has consulted with any tax consultant(s) Optionee deems advisable in connection with the purchase or disposition of the Shares and that
Optionee is not relying on the Company for any tax advice.

5.     Delivery
of Payment.    Optionee herewith delivers to the Company the aggregate purchase price for the Shares that Optionee has
elected to purchase and has made provision for the payment of any federal or state withholding taxes required to be paid or withheld by the Company.

6.     Entire
Agreement.    The Agreement is incorporated herein by reference. This Exercise Notice and the Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof. This Exercise Notice and
the Agreement are governed by Delaware law except for that body of law pertaining to conflict of laws.

|Submitted by: |  | Accepted by:   
|------------- |  | ---------------
|OPTIONEE:     |  | UTSTARCOM, INC.
|By:           |  |                
|              |  |                
|Address:      |  |                
|              |  |                
|Dated:        |  |                

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