EXHIBIT 10.12


UTSTARCOM, INC.


VICE PRESIDENT CHANGE IN
CONTROL AND 

INVOLUNTARY TERMINATION SEVERANCE PAY PLAN


 


1.             Introduction.  The purpose of this UTStarcom, Inc. Vice
President Change in Control and Involuntary Termination Severance Pay Plan (the
“Plan”) is to provide assurances of specified severance benefits to eligible
employees of the Company whose employment is subject to being involuntarily
terminated (other than for Cause, death or Disability).  The Plan is intended to (a) assure that
the Company will have continued dedication and objectivity of its employees,
and (b) provide the Company’s employees with an incentive to continue
their employment and to motivate its employees to maximize the value of the
Company for the benefit of its stockholders.  This Plan is an “employee welfare benefit
plan,” as defined in Section 3(1) of the Employee Retirement Income Security
Act of 1974, as amended.  This document
constitutes both the written instrument under which the Plan is maintained and
the required summary plan description for the Plan.


2.             Important Terms.  To help you understand how this Plan works,
it is important to know the following terms:


2.1           “Administrator” means the Company, acting
through its Vice President of Human Resources or any person to whom the
Administrator has delegated any authority or responsibility pursuant to Section
8, but only to the extent of such delegation.


2.2           “Base Pay” means a Covered Employee’s
regular straight-time salary as in effect during the last regularly scheduled
payroll period immediately preceding the date on which the Severance Benefit
becomes payable.  Base Pay does not
include payments for overtime, shift premium, incentive compensation, incentive
payments, bonuses, commissions or other compensation.


2.3           “Board” means the Board of Directors of the
Company.


2.4           “Cause” means (a) any act of personal
dishonesty taken by the Covered Employee in connection with his or her
responsibilities as an employee which is intended to result in substantial
personal enrichment of the Covered Employee, (b) a Covered 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, (c) a
willful act by the Covered Employee which constitutes misconduct and is
injurious to the Company, and (d) continued willful violations by the Covered
Employee of the Covered Employee’s obligations to the Company after there has
been delivered to the Covered Employee a written demand for performance from
the Company which describes the basis for the Company’s belief that the Covered
Employee has not substantially performed his or her duties.


2.5           “Change in Control” shall mean the
occurrence of any of the following events:













(a)           Any “person” (as
such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial
owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly,
of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then outstanding voting
securities; or


(b)           The consummation of
the sale or disposition by the Company of all or substantially all of the
Company’s assets; or


(c)           The consummation 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 or its parent) at least fifty percent (50%) of the
total voting power represented by the voting securities  of the Company, or such surviving entity or
its parent outstanding immediately after such merger or consolidation; or


(d)           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” means Directors who either (A) are Directors as of the effective
date of the Plan (pursuant to Section 22), 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
transaction described in subsections (i), (ii) or (iii) or in connection with
an actual or threatened proxy contest relating to the election of Directors.


2.6           “Company” means UTStarcom, Inc., a Delaware
corporation, and any successor by merger, acquisition, consolidation or
otherwise that assumes the obligations of the Company under the Plan.


2.7           “Covered Employee” means an employee of the
Company who is identified on Exhibit A to this Plan or who is designated by the
Administrator in writing from time to time as a Covered Employee.


2.8           “Determination  Period” means the time period beginning on the date of the
Change in Control and ending eighteen (18) months following the Change in
Control.


2.9           “Director” means a member of the Company’s
Board of Directors.


2.10         “Disability” means that the Covered Employee
has been unable to perform his or her Company duties as the result of his or
her incapacity due to physical or mental illness, and such inability, at least
twenty-six (26) weeks after its commencement or one hundred eighty (180) days
in any consecutive twelve (12) month period, is determined to be total and
permanent by a physician selected by the Company or its insurers and acceptable
to the Covered Employee or the Covered Employee’s legal representative (such
agreement as to acceptability not to be unreasonably withheld).  Termination resulting from Disability may
only be effected after at least thirty (30) days’ written notice by the Company
of its intention to terminate the Covered Employee’s employment.  In the event that the Covered Employee
resumes the performance of substantially all of his or her duties 



 2
 









hereunder before the termination of his or her employment becomes
effective, the notice of intent to terminate will automatically be deemed to
have been revoked.


2.11         “Effective  Date”
means June 20, 2006.


2.12         “ERISA” means the Employee Retirement Income
Security Act of 1974, as amended.


2.13         “Good  Reason”
means (a) without the Covered Employee’s express written consent, a significant
reduction of the Covered Employee’s duties, position or responsibilities
relative to the Covered Employee’s duties, position or responsibilities in
effect immediately prior to such reduction, or the removal of the Covered
Employee from such position, duties and responsibilities, unless the Covered
Employee is provided with comparable duties, position and responsibilities;
provided, however, that a reduction in duties, position or responsibilities
solely by virtue of the Company being acquired and made part of a larger entity
shall not constitute a “Good Reason”; (b) without the Covered 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 Covered Employee immediately prior to such
reduction; (c) a reduction by the Company of the Covered Employee’s base salary
as in effect immediately prior to such reduction; (d) a material reduction by
the Company in the kind or level of employee benefits to which the Covered
Employee is entitled immediately prior to such reduction with the result that
the Covered Employee’s overall benefits package is significantly reduced; or
(e) without the Covered Employee’s express written consent, the relocation of
the Covered Employee to a facility or location more than fifty (50) miles from
his or her current location.


2.14         “Involuntary  Termination” means a termination of employment of a Covered
Employee under the circumstances described in Section 4.1 or Section 4.2.


2.15         “Option” means a right granted pursuant to
the Company’s stock option plan(s) to purchase common stock of the Company
pursuant to the terms and conditions of such plan(s).


2.16         “Plan” means the UTStarcom, Inc. Vice
President Change in Control and Involuntary Termination Severance Pay Plan, as
set forth in this document, and as hereafter amended from time to time.


2.17         “Severance  Benefit”
means the compensation and other benefits the Covered Employee will be provided
pursuant to Section 4.


2.18         “Severance  Date”
means the date on which a Covered Employee experiences an Involuntary
Termination.


3.             Eligibility for Severance
Benefit.  An individual is
eligible for the Severance Benefit under the Plan, in the amount set forth in
Section 4, only if he or she is a Covered Employee on the date he or she
experiences an Involuntary Termination and executes, and does not revoke, a
release in favor of the Company as required by Section 4.4.



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4.             Severance Benefit.


4.1           Involuntary Termination Apart From a Change in Control.  If at any time before a Change in Control or
after the Determination Period following a Change in Control, the Company (or
any parent or subsidiary of the Company) terminates a Covered Employee’s
employment for other than Cause, death or Disability, or the Covered Employee
terminates his or her employment with the Company for Good Reason, then,
subject to the Covered Employee’s compliance with Section 4.4, the Covered
Employee shall receive the following Severance Benefit from the Company:


4.1.1        Severance Benefit.  Each Covered Employee shall be entitled to
receive a lump sum cash payment equal to two (2) weeks of Base Pay for each
year of service with the Company, with a minimum payment equal to six (6)
months of Base Pay, payable within thirty (30) days following the Involuntary
Termination.


4.1.2        Continued Benefits.  The Company shall pay the premiums for the
continued coverage of each Covered Employee (and any eligible dependents) under
the Company’s medical, dental and vision plans at the same level of coverage in
effect on the Severance Date until the earlier of (a) six (6) months (provided
the Covered Employee validly elects to continue coverage under the Consolidated
Omnibus Budget Reconciliation Act (“COBRA”)), or (b) the date upon which the
Covered Employee and the Covered Employee’s eligible dependents become covered
under similar plans.


4.1.3        Accelerated Vesting of Equity Awards.  Each Covered Employee shall not receive any
accelerated vesting on his or her outstanding and unvested equity compensation
awards.  The period over which each
Covered Employee shall be permitted to exercise his or her vested equity awards
(including awards that vest as a result of the Plan) shall be as follows: (a)
with respect to equity compensation awards outstanding as of the Effective
Date, or if later, the date a Covered Employee becomes a participant in the
Plan, such awards shall remain exercisable until the latest of (i) the
fifteenth (15th) day of the third month following the date at which any such
equity award would have otherwise terminated, (ii) December 31 of the year
during which any such equity award would have otherwise terminated, or (iii)
such longer period of time (not to exceed twelve (12) months from the date of
termination) that would be permissible under Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”) and any temporary, proposed or
final Treasury Regulations and guidance promulgated thereunder so that the
extension of the post-termination exercise period would not be considered a
modification (as determined under Section 409A of the Code) of such equity
awards; and (b) with respect to equity awards granted to the Covered Employee
after the Effective Date, or if later, the date a Covered Employee becomes a
participant in the Plan,  such awards
shall remain exercisable for twelve (12) months from the date of termination.


4.2           Involuntary Termination Following a Change in Control.  If at any time within the Determination
Period following a Change in Control, the Company (or any parent or subsidiary
of the Company) terminates a Covered Employee’s employment for other than
Cause, death or Disability, or the Covered Employee terminates his or her
employment with the Company 



 4
 









for Good
Reason, then, subject to the Covered Employee’s compliance with Section 4.4,
the Covered Employee shall receive the following Severance Benefit from the
Company:


4.2.1        Severance Benefit.  Each Covered Employee shall be entitled to
receive a lump sum cash payment equal to (a) one (1) year of Base Pay and (b)
one hundred percent (100%) of his or her target bonus for the year of the
Involuntary Termination, payable within thirty (30) days following the
Involuntary Termination.


4.2.2        Continued Benefits.  The Company shall pay the premiums for the
continued coverage of each Covered Employee (and any eligible dependents) under
the Company’s medical, dental and vision plans at the same level of coverage in
effect on the Severance Date until the earlier of (a) twelve (12) months
(provided the Covered Employee validly elects to continue coverage under
COBRA), or (b) the date upon which the Covered Employee and the Covered
Employee’s eligible dependents become covered under similar plans


4.2.3        Accelerated Vesting of Equity Awards.  Each Covered Employee shall fully vest in
and, if applicable, have the right to exercise, all of his or her outstanding
and unvested equity compensation awards. 
The period over which each Covered Employee shall be permitted to
exercise his or her vested equity awards (including awards that vest as a
result of the Plan) shall be as follows: (a) with respect to equity
compensation awards outstanding as of the Effective Date, or if later, the date
a Covered Employee becomes a participant in the Plan, such awards shall remain
exercisable until the latest of (i) the fifteenth (15th) day of the third month
following the date at which any such equity award would have otherwise
terminated, (ii) December 31 of the year during which any such equity award
would have otherwise terminated, or (iii) such longer period of time (not to
exceed twelve (12) months from the date of termination) that would be
permissible under Section 409A of the Code and any temporary, proposed or final
Treasury Regulations and guidance promulgated thereunder so that the extension
of the post-termination exercise period would not be considered a modification
(as determined under Section 409A of the Code) of such equity awards; and (b)
with respect to equity awards granted to the Covered Employee after the
Effective Date, or if later, the date a Covered Employee becomes a participant
in the Plan, such awards shall remain exercisable for twelve (12) months from
the date of termination.


4.3           Parachute  Payments.  In the event that the severance and other
benefits provided for in this Plan or otherwise payable or provided to the
Covered Employee (i) constitute “parachute payments” within the meaning of
Section 280G of the Code and (ii) but for this Section 4.3, would be subject to
the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the
Employee’s severance benefits hereunder Section 4 shall be either


(a)           delivered in full,
or


(b)           delivered as to such
lesser extent which would result in no portion of such severance 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 the Covered Employee
on an after-tax basis of the greatest amount of severance benefits,
notwithstanding that all or some portion of such 



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severance benefits may be
taxable under Section 4999 of the Code. 
Unless the Company and the Covered Employee otherwise agree in writing,
any determination required under this Section 4.3 shall be made in writing in
good faith by the accounting firm serving as the Company’s independent public accountants
immediately prior to the Change of Control (the “Accountants”).  In the event of a reduction in benefits
hereunder, the Covered Employee shall be given the choice of which benefits to
reduce.  For purposes of making the
calculations required by this Section 4.3, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code.  The Company
and the Covered 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 4.3.


4.4           Release and Non-Disparagement Agreement.  As a condition to receiving Severance
Benefits under this Plan, each Covered Employee will be required to sign a
waiver and release of all claims arising out of his or her Involuntary
Termination and employment with the Company and its subsidiaries and affiliates
and an agreement not to disparage the Company, its directors, or its executive
officers, in a form reasonably satisfactory to the Company.  No Severance Benefits will be paid or
provided until the waiver and release agreement becomes effective.


4.5           Vacation Days.  Any unused vacation pay accrued as of a
Covered Employee’s date of Involuntary Termination will be paid at the time the
Covered Employee receives his or her Severance Benefit.  No Covered Employee may use any accrued but
unused vacation pay to extend his or her Involuntary Termination date.


5.             Termination of Benefits.  Benefits under this Plan shall terminate
immediately for a Covered Employee if such Covered Employee, at any time,
violates any proprietary information or confidentiality obligation to the
Company or the terms of any applicable non-competition agreement with the
Company.


6.             Non-Duplication of
Benefits.  Notwithstanding any
other provision in the Plan to the contrary, the Severance Benefits provided
hereunder shall be in lieu of any other severance and/or retention plan
benefits and the Severance Benefits provided hereunder shall be reduced by any
severance paid or provided to a Covered Employee under any other plan or
arrangement.


7.             Withholding.  The Company will withhold from any Severance
Benefit all federal, state, local and other taxes required to be withheld
therefrom and any other required payroll deductions.


8.             Administration.  The Company is the administrator of the Plan
(within the meaning of section 3(16)(A) of ERISA).  The Plan will be administered and interpreted
by the Administrator (in his or her sole discretion).  The Administrator is the “named fiduciary” of
the Plan for purposes of ERISA and will be subject to the fiduciary standards
of ERISA when acting in such capacity. 
Any decision made or other action taken by the Administrator with
respect to the Plan, and any interpretation by the Administrator of any term or
condition of the Plan, or any related document, will be conclusive and binding
on all persons and be given the maximum possible deference allowed 



 6
 









by
law.  The Administrator has the authority
to act for the Company (in a non-fiduciary capacity) as to any matter
pertaining to the Plan; provided, however, that this authority does not apply
with respect to (a) the Company’s power to amend or terminate the Plan or (b)
any action that could reasonably be expected to increase significantly the cost
of the Plan is subject to the prior approval of the senior officer of the
Company.  The Administrator may delegate
in writing to any other person all or any portion of his or her authority or
responsibility with respect to the Plan.


 


9.             Eligibility to Participate.  The Administrator will not be excluded from
participating in the Plan if otherwise eligible, but he or she is not entitled
to act or pass upon any matters pertaining specifically to his or her own
benefit or eligibility under the Plan. 
The senior officer of UTStarcom, Inc. will act upon any matters
pertaining specifically to the benefit or eligibility of the Administrator
under the Plan.


10.           Amendment or Termination.  The Company reserves the right to amend,
modify or terminate the Plan at any time, without advance notice to any Covered
Employee; provided, however, that, commencing on the date of a Change in
Control, no amendment or termination of the Plan shall reduce the Severance
Benefit payable to any Covered Employee (unless the affected Covered Employee
consents to such amendment or termination). 
Any action of the Company in amending or terminating the Plan will be
taken in a non-fiduciary capacity.


11.           Code Section 409A.


11.1         Amendment. 
Notwithstanding anything in this Plan to the contrary, the Company
reserves the authority to amend the Plan as it deems necessary or desirable,
and without the consent of any Covered Employee or without providing any
advance notice of any such amendment, in order to ensure the Plan complies with
Section 409A of the Code and any regulations and other guidance issued
thereunder.


11.2         Distributions.  In the event that the Administrator
determines that Section 409 A of the Code, or its regulations and other
guidance issued thereunder, would require the delay in the payment of any
Severance Benefits to a Covered Employee who would be considered a “Specified
Employee” (as defined below), the Administrator will, irrespective of any
election to the contrary or any other term of the Plan, delay the payment of
Severance Benefits until the date which is at least six (6) months after the
date of the Covered Employee’s Involuntary Termination.  For the purposes of this Section 11.2, the
term “Specified Employee” means any Covered Employee who would be considered a “Specified
Employee” as that term is defined in Section 409A(a)(2)(B)(i) of the Code.


12.           Claims Procedure.  Any employee or other person who believes he
or she is entitled to any payment under the Plan may submit a claim in writing
to the Administrator.  If the claim is
denied (in full or in part), the claimant will be provided a written notice
explaining the specific reasons for the denial and referring to the provisions
of the Plan on which the denial is based. 
The notice will also describe any additional information needed to
support the claim and the Plan’s procedures for appealing the denial.  The denial notice will be provided within 90
days after the claim is received.  If
special circumstances require an extension of time (up to 90 days), written
notice of the extension will be given within the initial 90-day period.  This notice of extension will 



 7
 









indicate the special circumstances requiring the
extension of time and the date by which the Administrator expects to render its
decision on the claim.


13.           Appeal Procedure.  If the claimant’s claim is denied, the
claimant (or his or her authorized representative) may apply in writing to the
Administrator for a review of the decision denying the claim.  Review must be requested within 60 days
following the date the claimant received the written notice of their claim
denial or else the claimant loses the right to review.  The claimant (or representative) then has the
right to review and obtain copies of all documents and other information
relevant to the claim, upon request and at no charge, and to submit issues and
comments in writing.  The Administrator
will provide written notice of his or her decision on review within 60 days
after it receives a review request.  If
additional time (up to 60 days) is needed to review the request, the claimant
(or representative) will be given written notice of the reason for the
delay.  This notice of extension will
indicate the special circumstances requiring the extension of time and the date
by which the Administrator expects to render its decision.  If the claim is denied (in full or in part),
the claimant will be provided a written notice explaining the specific reasons
for the denial and referring to the provisions of the Plan on which the denial
is based.  The notice shall also include
a statement that the claimant will be provided, upon request and free of
charge, reasonable access to, and copies of, all documents and other
information relevant to the claim and a statement regarding the claimant’s
right to bring an action under Section 502(a) of ERISA.


14.           Source of Payments.  All Severance Benefits will be paid in cash
from the general funds of the Company; no separate fund will be established
under the Plan; and the Plan will have no assets.  No right of any person to receive any payment
under the Plan will be any greater than the right of any other general
unsecured creditor of the Company.


15.           Inalienability.  In no event may any current or former
employee of the Company or any of its subsidiaries or affiliates sell,
transfer, anticipate, assign or otherwise dispose of any right or interest
under the Plan.  At no time will any such
right or interest be subject to the claims of creditors nor liable to
attachment, execution or other legal process.


16.           No Enlargement of
Employment Rights.  Neither
the establishment or maintenance of the Plan, any amendment of the Plan, nor
the making of any benefit payment hereunder, will be construed to confer upon
any individual any right to be continued as an employee of the Company.  The Company expressly reserves the right to
discharge any of its employees at any time, with or without cause.


17.           Applicable Law.  The provisions of the Plan will be construed,
administered and enforced in accordance with ERISA and, to the extent
applicable, the laws of the State of California.


18.           Severability.  If any provision of the Plan is held invalid
or unenforceable, its invalidity or unenforceability will not affect any other
provision of the Plan, and the Plan will be construed and enforced as if such
provision had not been included.


19.           Headings.  Headings in this Plan document are for
purposes of reference only and will not limit or otherwise affect the meaning
hereof.



 8
 









20.           Indemnification.  The Company hereby agrees to indemnify and
hold harmless the officers and employees of the Company, and the members of its
boards of directors, from all losses, claims, costs or other liabilities
arising from their acts or omissions in connection with the administration,
amendment or termination of the Plan, to the maximum extent permitted by
applicable law.  This indemnity will
cover all such liabilities, including judgments, settlements and costs of
defense.  The Company will provide this
indemnity from its own funds to the extent that insurance does not cover such
liabilities.  This indemnity is in
addition to and not in lieu of any other indemnity provided to such person by
the Company


21.           Additional Information.


 


	
  Plan Name:

  	
   

  	
  UTStarcom, Inc. Vice President Change in Control

  and Involuntary Termination Severance Pay Plan

  
	
   

  	
   

  	
   

  
	
  Plan Sponsor:

  	
   

  	
  UTStarcom, Inc.

  1275 Harbor Bay Parkway

  Alameda, CA 94502

  
	
   

  	
   

  	
   

  
	
  Identification Numbers:

  	
   

  	
  EIN: 52-1782500

  PLAN: [_________]

  
	
   

  	
   

  	
   

  
	
  Plan Year:

  	
   

  	
  Calendar year

  
	
   

  	
   

  	
   

  
	
  Plan Administrator:

  	
   

  	
  UTStarcom, Inc.

  Attention: Vice President, Human
  Resources

  1275 Harbor Bay Parkway

  Alameda, CA 94502

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (510) 864-8800

  
	
   

  	
   

  	
   

  
	
  Agent for Service of Legal Process:

  	
   

  	
  UTStarcom, Inc.

  Attention: General Counsel

  1275 Harbor Bay Parkway

  Alameda, CA 94502



  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (510) 864-8800

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Service of process may also be made upon the Plan

  Administrator.

  
	
   

  	
   

  	
   

  
	
  Type of Plan:

  	
   

  	
  Bonus Plan/Severance Plan/Employee Welfare

  Benefit Plan

  
	
   

  	
   

  	
   

  
	
  Plan Costs:

  	
   

  	
  The cost of the Plan is paid by the Employer.

  



 


22.           Statement of ERISA Rights.


As a Covered
Employee under the Plan, you have certain rights and protections under ERISA:



 9
 









(a)           You may examine
(without charge) all Plan documents, including any amendments and copies of all
documents filed with the U.S. Department of Labor, such as the Plan’s annual
report (IRS Form 5500).  These documents
are available for your review in the Company’s Human Resources Department.


(b)           You may obtain
copies of all Plan documents and other Plan information upon written request to
the Plan Administrator.  A reasonable
charge may be made for such copies.


In addition to
creating rights for Covered Employees, ERISA imposes duties upon the people who
are responsible for the operation of the Plan. 
The people who operate the Plan (called “fiduciaries”) have a duty to do
so prudently and in the interests of you and the other Covered Employees.  No one, including the Company or any other
person, may fire you or otherwise discriminate against you in any way to
prevent you from obtaining a benefit under the Plan or exercising your rights
under ERISA.  If your claim for a
severance benefit is denied, in whole or in part, you must receive a written
explanation of the reason for the denial. 
You have the right to have the denial of your claim reviewed.  (The claim review procedure is explained in
Sections 12 and 13 above.)


Under ERISA, there
are steps you can take to enforce the above rights For instance, if you request
materials and do not receive them within 30 days, you may file suit in a
federal court.  In such a case, the court
may require the Plan Administrator to provide the materials and to pay you up
to $110 a day until you receive the materials, unless the materials were not
sent because of reasons beyond the control of the Plan Administrator.  If you have a claim which is denied or
ignored, in whole or in part, you may file suit in a state or federal
court.  If it should happen that you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal court.


In any case, the
court will decide who will pay court costs and legal fees.  If you are successful, the court may order
the person you have sued to pay these costs and fees.  If you lose, the court may order you to pay
these costs and fees, for example, if it finds that your claim is frivolous.


If you have any
questions regarding the Plan, please contact the Plan Administrator.  If you have any questions about this
statement or about your rights under ERISA, you may contact the nearest area
office of the Employee Benefits Security Administration (formerly the Pension
and Welfare Benefits Administration), U.S. Department of Labor, listed in your
telephone directory, or the Division of Technical Assistance and Inquiries,
Employee Benefits Security Administration, U.S. Department of Labor, 200
Constitution Avenue, N.W. Washington, D.C. 20210.  You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.



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23.           Execution.


In
Witness Whereof, the Company, by its duly authorized officer,
has executed this Plan on the date indicated below.


	
  

  	
  UTStarcom, Inc.

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  By:

  	
   

  	
  /s/ Francis Barton

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Title:

  	
   

  	
  Executive VP, CFO

  
	
   

  	
   

  	
   

  	
   

  	 

	
   

  	
  Date:

  	
   

  	
  July 28, 2006

  	 

							



 



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ACKNOWLEDGMENT OF RECEIPT
OF


VICE PRESIDENT CHANGE IN
CONTROL AND INVOLUNTARY


TERMINATION SEVERANCE PAY
PLAN


 


I acknowledge that
I have received and read the Company’s Vice President Change in
Control and Involuntary Termination Severance Pay Plan.


 


	
   

  	
   

  	
   

  
	
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