EXHIBIT 10.13


UTSTARCOM, INC.

EXECUTIVE INVOLUNTARY TERMINATION SEVERANCE PAY PLAN


1.             Introduction.  The
purpose of this UTStarcom, Inc. Executive 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           “Director”
means a member of the Company’s Board of Directors.


2.9           “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 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.



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2.10         “Effective
Date” means June 20, 2006.


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


2.12         “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.


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


2.14         “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).


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


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


2.17         “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 4.3.


4.             Severance Benefit.


4.1           Involuntary
Termination.  If the Company
(or any parent or subsidiary of the Company) terminates a Covered Employee’s
employment for other than Cause, death or 



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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 4.3, 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
(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.


4.1.2        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) twelve (12) 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 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 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           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 4.2, 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,



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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 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 4.2 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 4,2, 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 4.2.


4.3           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.


4.4           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 noncompetition 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.  



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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 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 409A 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 



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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 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.



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


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. Involuntary Termination Severance
  Pay Plan

  
	
   

  	
   

  	
   

  
	
  Plan Sponsor:

  	
   

  	
  UTStarcom, Inc.

  1275 Harbor Bay Parkway

  Alameda, CA 94502

  
	
   

  	
   

  	
   

  
	
  Identification Numbers:

  	
   

  	
  EIN2: 5-1782500

  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.

  



 



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22.           Statement of ERISA Rights.


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


(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

EXECUTIVE INVOLUNTARY TERMINATION SEVERANCE PAY PLAN


I acknowledge that I have received and read the
Company’s Executive Involuntary Termination Severance
Pay Plan.


	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
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  Date