EXHIBIT
10.6





 


November 2, 2005


(Delivery by Facsimile and
Overnight Courier)


Viraj J. Patel

[address]


Dear Viraj:


I am pleased to confirm UTStarcom’s job offer to you
for the position of Vice President, Chief
Accounting Officer & Corporate Controller, with a starting date
of November 7, 2005.  This position
reports directly to Fran Barton, the Company’s Executive Vice President and
Chief Financial Officer, and is located at the Company’s headquarters in
Alameda, California.


The key elements of this employment offer are as
follows:


Salary: Your gross annual salary
is $240,000.  Paydays are on the 15th and
the last day of each month.  Direct
deposit is available.


Signing Bonus: You will be paid
a gross signing bonus amount of $50,000, payable upon the completion of your
first sixty (60) days of employment with the Company.


Options: You will be granted
UTStarcom stock options and share purchase rights, as follows:


a)             Stock
Options: You will be granted UTStarcom stock options in the
total amount of 50,000 shares, at the Fair Market
Value on the grant date.  Option shares
are granted at the next Compensation Committee Meeting following your start
date.  These options will be vested in
four years from the grant date: 25% of the options will be vested after one
year, and the remaining shares will be vested at 1/36th per month thereafter.


b)            Share Purchase Rights:
You will be granted UTStarcom share purchase rights (SPRs) in the total amount
of 50,000 shares, with the opportunity for
you to exercise these rights at a per share price of $0.00125 within 30 days of
the date of this offer letter.  These
SPRs will be vested in four years from the grant date: 25% of the SPRs will be
vested after one year from the date of grant, 25% after two years, 25% after
three years, and 25% after four years from the date of grant.


Annual Bonus: For calendar year
2005, you will be eligible for a total gross cash bonus amount of up to 35% of
your annual gross salary.  Your total
aggregate bonus will be based upon completion of mutually agreed upon
performance objectives as determined by Fran Barton, and would be paid in
February 2006.


Change of Control Agreement: You
will be offered a change in control agreement to be entered into between
yourself and the Company, which shall provide for the accelerated vesting of













any unvested stock
options and SPRs in the event of a “Change in Control,” as so defined within
the agreement.


Other Benefits: Please find
enclosed further information regarding UTStarcom’s health, dental, financial
and retirement benefits.  Most benefits
allow for eligibility upon your first day of service with the Company.


Please be prepared to provide proof of eligibility for
employment in the United States on your first day of work, in compliance with
the Immigration Reform and Control Act (Form I-9).  Additionally, this offer of employment is
contingent upon completion of both personal reference verifications, and a criminal
background check.  UTStarcom reserves the
right to withdraw its offer of employment to you if the results of the
reference verifications and/or the criminal background check are not
satisfactory, in the sole judgment of UTStarcom.


As an employee of the Company, you will be expected to
abide by Company rules and regulations. 
You will be expected to sign and comply with an agreement, which
requires, among other provisions, the nondisclosure of proprietary information.


We are pleased that you have chosen to become part of
the UTStarcom team, and wish you the very best as you begin your employment
with UTStarcom.  If you have any
questions about UTStarcom or its benefit programs, please feel free to contact
either myself at 510-749-1530 (or Russell@utstar.com), or Ed
Hudson, the Company’s Director of Human Resources, at 510-769-2828
(or ed.hudson@utstar.com).


Please sign one copy of this letter to indicate your
intent to accept the terms and conditions of this offer letter, and please
return the signed copy to the Human Resource Department confidential fax at
(510) 338-4395.


Sincerely,


/s/ Russell L. Boltwood


Russell L. Boltwood

General Counsel/CHRO


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


	
  Signed:

  	
   

  	
  /s/ Viraj J. Patel

  	
   

  
	
   

  	
   

  	
  Employee Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Print Name:

  	
   

  	
  Viraj J. Patel

  	
   

  
	
  Date:

  	
   

  	
  November 3, 2005

  	
   

  



 



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