EXHIBIT
10.8





 


April
3, 2006


David
King


(Deliver
via email)


Dear David:


I am pleased to confirm UTStarcom’s job offer to
you for the position of Senior Vice President, Sales and Marketing with a start
date of April 3, 2006.  This position currently
reports directly to Hong Lu, the Company’s President and Chief Executive
Officer, and will report to the Chief Operating Officer once the position has
been filled.


Further, as an incentive offer of employment,
the contents shown here reflect the basic terms, compensation and benefits to
be offered to you as a UTStarcom employee, and is an invitation to enter into a
subsequent, formalized employment relationship with UTStarcom.  If you choose to accept this indicative offer
of employment, the terms, compensation and benefits contained here shall be
incorporated in a final employment letter which will be consistent with the
applicable laws and regulations of the country in which you work.  This final employment letter shall be offered
to you by no later than one month after your start date.  This offer of employment is contingent upon
completion of a satisfactory reference check. 
UTStarcom reserves the right to withdraw its offer of employment to you
if the results of the reference check are not satisfactory, in the sole
judgment of UTStarcom.


The key elements of this employment offer are as
follows:


1)             Salary: 
Your gross annual salary is £194,079.00.  Paydays are on the last day of each month by
credit transfer.  In due course we will
ask that you provide your bank details to facilitate your pay credit transfer.


2)             Commission: 
You will be eligible to earn a gross commission of £64,127.50 (pro-rated
for 2006) based on 100% quota attainment of bookings and collections
quotas.  Commissions will be payable
subject to the terms and conditions of the Company’s Sales and Incentive plan.


3)             MBO Bonus: 
You will be eligible for an annual bonus of up to an annual gross amount
of £64,127.50 (pro-rated for 2006) based
upon mutually agreed upon performance objectives determined by you and your
manager, in each of the following areas: 
Financial, Quality, HR, Customer Expansion, Strategic Product, and
Business Systems/Process.


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


·                  Consistent
with the terms of both UTStarcom’s Stock Option Plans, and the relevant laws
and regulations of the Republic of Ireland, you will be granted UTStarcom stock
options as follows: in the total amount of 50,000 stock
options, to be granted 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.













·                  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. 
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.


5)             Benefits:


·                  Taxation
equalization services as provided by Deloitte & Touche, these services will
be effective January 2006


·                  Medical and
Dental Plan will be covered under Aetna Global


6)             Expense Reimbursement: Consistent with its expense reimbursement
policies, UTStarcom shall reimburse expenses necessarily incurred in the
performance of your duties.  All claims
for expense reimbursement must be approved by your supervisor.  Further information regarding UTStarcom’s
expense reimbursement policies shall be sent to you in due course.


7)             Relocation Assistance:  You are
eligible for relocation assistance under UTStarcom’s relocation program to
include temporary housing administered by Cendant Mobility and visa
assistance.  If you voluntarily cancel your
move or resign within one year of your effective date, all relocation payments
will cease and you will be required to repay all the expenses incurred by
UTStarcom for your relocation per the attached Relocation Repayment Agreement.


8)             Change in Control Agreement:  You will be
offered a change in control agreement to be entered into between yourself and
the Company, which will 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.


Payroll Administration:  Your payroll and benefits shall be
centrally administered via UTStarcom Ireland Ltd, located in Dublin,
Ireland.  As such, you will be officially
employed by UTStarcom Ireland.  However,
UTStarcom shall abide by all relevant labor and employment laws and regulations
that are applicable within your country of service.


9)             Termination: Notice of termination of employment is
determined by the Minimum Notice and Terms of Employment Act of 1973.  One month’s notice on either side applies to
this contract.  Normal retirement age is
when you reach your 65th birthday on which day this contract
automatically expires.


10)      Dismissal: In keeping with the relevant provisions
of the Unfair Dismissals Act of 1977, you are advised of the following
procedure:


-                                A full
investigation will be carried out by UTStarcom. 
You may be suspended with pay pending this investigation, or without pay
as a disciplinary result of the outcome of this investigation.


-                                You will be
informed of the reasons for the proposed dismissal and you will have the right
to state your case. You may be accompanied by a fellow employee of your choice.


-                                You may
appeal to a higher-ranking company official if a decision to dismiss is taken
at the conclusion of the above.













11)      Safety: It is the policy of UTStarcom to comply
with the requirements of the Safety, Health and Welfare at Work Act of
1989.  A Safety Statement shall be issued
in due course following the commencement of your employment.  If you should become aware of anything, which
could be considered unsafe for yourself, colleagues or customers, please ensure
your supervisor is advised.


12)      Confidentiality Agreement: In due
course, you will be required to sign a confidentiality agreement relating to
the technical and commercial matters of UTStarcom.


EU Privacy Notification
and Consent: As an employee of UTStarcom Ireland,
Ltd., please note that the company’s parent company, UTStarcom, Inc.,
incorporated under Delaware law and based in Alameda, California, USA, will
collect and transfer personal data abroad regarding the personnel in UTStarcom
GmbH, Ltd.  By signing this offer letter
of employment, you are consenting to UTStarcom, Inc., and its subsidiaries
collecting and via email exporting personal data concerning you as an employee
of UTStarcom Ireland Ltd.


We are pleased to offer you the opportunity to
join the UTStarcom team, and wish you the very best as you begin your
employment with UTStarcom.  We require
that the terms and conditions contained in this offer, as well as the
attachments included herewith, be kept strictly confidential by you.  If you have any questions about UTStarcom’s
benefit programs, please feel free to contact me at (510) 749-1503.


Please sign this letter to indicate your intent
to accept the terms and conditions of this offer return the signed copy to my
confidential fax +1-510-747-0129.  If you
have any questions or concerns, please do not hesitate to contact me.


Sincerely,


/s/ Ed Hudson


Human Resources Director


UTStarcom, Inc.


      X       I accept
this invitation of employment by UTStarcom, and understand that the terms,
compensation and benefits contained here shall be incorporated in a final
employment letter which will be consistent with the applicable laws and
regulations of the country in which I work.


_______ I reject this invitation of employment
by UTStarcom


	
  Signed: /s/

  	
  David King

  	
   

  
	
   

  	
  Employee Signature

  
	
   

  	
   

  
	
  Print Name:

  	
  David King

  	
   

  
	
  Date:

  	
  April 3, 2006