EXHIBIT
10.9


EMPLOYMENT
AGREEMENT


THIS
EMPLOYMENT AGREEMENT is dated as of this 11th day of June 2004 by and between UTSTARCOM,
INC., a Delaware corporation (the “Company”), and Philip Christopher, an
individual residing at 108 Fairway View Drive, Commack, New York (the “Executive”).


WITNESSETH:


WHEREAS,
the Executive is currently employed by Audivox Communications Corp., a Delaware
corporation (“ACC”), and is a party to an employment agreement dated
May 29, 2002, as the same may have been amended from time to time, with
ACC (the “Existing Employment Agreement”); and


WHEREAS,
in connection with the transactions contemplated by the Asset Purchase
Agreement (the “Purchase Agreement”), dated on or about the date of this
Agreement, by and among ACC, Quintex Mobile Communications Corporation, a
Delaware corporation (“Quintex”). 
Audiovox Communications Canada Co., a Nova Scotia company (“ACCC”;
and, together with ACC and Quintex, collectively, the “Seller”), the
Company and Audiovox Corporation, a Delaware corporation (“Audiovox”),
the Company will acquire certain assets of Seller; and


WHEREAS,
the Company desires to obtain the benefits of the Executive’s knowledge and
experience as a full-time employee and to employ the Executive in the manner
hereinafter specified and to make provision for payment of reasonable
compensation to the Executive for such services, and the Executive is willing
to continue to be employed by the Company to perform the duties incident to
such employment upon the terms and conditions hereinafter set forth; and


WHEREAS,
ACC and the Executive have agreed that the Existing Employment Agreement shall
terminate, and the Company and the Executive desire to enter into this
Agreement, both of the foregoing which shall be effective as of the Effective
Date (as hereinafter defined), and the Agreement shall set forth the terms and
conditions of the employment relationship of the Executive with the Company
during the Term (as hereinafter defined).


NOW,
THEREFORE, in consideration of the foregoing premises, the
mutual covenants, terms and conditions set forth herein, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


1.             EFFECTIVENESS OF EMPLOYMENT AGREEMENT


This Agreement shall constitute a binding obligation
of the Executive and the Company upon the execution of this Agreement; provided,
however, that any other provision in this Agreement to the contrary
notwithstanding, the terms hereof shall not become effective until the
consummation of the transactions contemplated by the Purchase Agreement (the “Effective Date”).  In
the event that













the Purchase Agreement is terminated prior to the
Closing (as defined in the Purchase Agreement) or the transactions contemplated
in the Purchase Agreement are not consummated, this Agreement shall be null and
void ab initio and shall terminate without further notice.


2.             EMPLOYMENT AND DUTIES


(a)           General.  Effective as of the Effective Date, the
Company shall hereby employ the Executive as President, Audiovox Handset
Division of the Company (territory in North and South America) (the “Handset
Division”), and the Executive hereby agrees upon the terms and conditions
herein set forth to be employed by the Company in such capacity.  The Executive, in his capacity as President,
Audiovox Handset Division of the Company, shall diligently perform such duties
and have such responsibilities as the Chief Executive Officer of the Company
(the “CEO”) may establish from time to time (which, for purposes of
clarity shall not include responsibility for the design and manufacture of
handsets), and the Executive shall report directly to the CEO.


(b)           Services.  During the Term, the Executive shall well and
faithfully serve the Company, and shall devote all of his business time and
attention to the performance of the duties of such employment and the
advancement of the best interests of the Company and shall not, directly or
indirectly, render services to any other person or organization for which the
Executive receives compensation without the prior written approval of the
Company; provided  however, that no such approval shall be
required in connection with services the Executive performs as a director on
any board of directors of which he is a member as of the Effective Date and
that such services do not contravene the provisions of Section 6 hereof.  The Executive hereby agrees to refrain from
engaging in any activity that does, shall or could reasonably be deemed to conflict
with the best interests of the Company.


(c)           Location of
Employment.  The Executive’s place of
employment shall be at the office of the Handset Division located in Hauppauge,
New York, but the Executive shall travel to the extent and to the places
necessary for the performance of the Executive’s duties to the Company.


3.             TERM OF EMPLOYMENT


The term of the Executive’s employment under this
Agreement shall commence as of the Effective Date and continue until the third
anniversary thereof (the “Term”).  Commencing twelve months prior to the expiration
of the Term, the Company and the Executive shall undertake good faith
negotiations to extend the Term.


4.             COMPENSATION AND OTHER BENEFITS


Subject to the provisions of this Agreement,
including, without limitation, the termination provisions contained in Section
5, the Company shall pay and provide the following compensation and other
benefits to the Executive during the Term as compensation for all services
rendered hereunder:


(a)           Salary.  The Company shall pay the Executive a base
salary at the rate of $500,000 per annum (the “Salary”), payable in
accordance with the standard payroll practices of the Company as are in effect
from time to time, less all such deductions or withholdings required by



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applicable law. 
A performance-based merit increase review of the rate of Salary shall be
conducted immediately prior to the expiration of the Term to the extent the
parties hereto have agreed to extend the Term pursuant to Section 3 hereof.


(b)           Annual Bonus.  During the Term, the Executive shall be eligible
to earn an annual gross cash bonus (the “Annual Bonus”) equal to 2% of
annual earnings before taxes of the Handset Division, less all such deductions
or withholdings required by applicable law. 
The Annual Bonus shall be determined in accordance with generally
accepted accounting principles, including, without limitation, by taking into
effect any reductions in such earnings related to standard cost allocations,
including, without limitation, costs related to G&A and IT.


(c)           Stock Options.  The Executive shall be granted under the
Company’s 1997 Stock Plan (the “Stock Plan”) an option to purchase
200,000 shares of the common stock of the Company (the “Option”) having
a per share exercise price equal to the fair market value of the per share
price on the date of grant.  The Option
shall be granted as an “incentive stock option” within the meaning of the
Internal Revenue Code of 1986, as amended (the “Code”), to the maximum
extent permitted thereunder.  The Option
shall vest and become exercisable over three years at a rate of one-third of
the shares subject to the Option vesting on the first anniversary of the
Effective Date and the remaining shares vesting ratably on a monthly basis over
the remaining two years of the vesting period. 
Except as provided in this Section 4(c) and Section 5, the Option shall
be subject to the terms and conditions set forth in the Stock Plan and the
option agreement entered into thereunder evidencing the grant of the Option.


(d)           Expenses.  During the Term, the Company shall pay or
reimburse the Executive for all reasonable out-of-pocket expenses incurred by
the Executive in connection with his employment hereunder upon submission of
appropriate documentation or receipts in accordance with the policies and
procedures of the Company as are in effect from time to time.  No expense payment or reimbursement under
this Section 4(d) shall be “grossed up” or increased to take into account any
tax liability incurred by the Executive as a result of such payment or
reimbursement.


(e)           Employee Benefits.  During the Term, the Executive shall be
eligible to participate in the retirement, medical, disability and other
welfare plans (the “Employee Benefit Plans”) applicable to senior
officers of the Company generally in accordance with the terms of such plans as
in effect from time to time.  The
Executive shall be credited with service the Executive completed with ACC for
purposes of determining the level at which the Executive shall be entitled to
participate and receive benefits under the Company’s 401(k) Plan and welfare
benefit plans of the Company; provided  however, that any
crediting of service contemplated in this Section 4(e) shall not serve to
duplicate the level of benefits payable under the Employee Benefit Plans.  The foregoing shall not be construed to limit
the ability of the Company or any of its affiliates to amend, modify or
terminate any such benefit plans, policies or programs at any time and from
time to time.


(f)            Life Insurance.  During the Term, the Company shall maintain
and pay for premiums on a term life insurance policy for the benefit of the
Executive, providing a death benefit equal to $5 million (the “Life
Insurance Policy”).



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(g)           Paid Time Off.  The Executive shall be entitled to, on annual
basis, paid time off for a period that is the greater of (i) the period
determined under the Company’s paid time off program applicable to senior
officers of the Company generally as is in effect from time to time and taking
into effect the period of service with ACC completed by the Executive as of the
Effective Date and (ii) twenty business days.


(h)           Indemnification.  To the fullest extent permitted by law, but
subject to the provisions of the Certificate of Incorporation of the Company,
the By-laws of the Company and any indemnification agreement entered into by
the Company and the Executive, the Company shall indemnify the Executive with
respect to any actions commenced against the Executive in his capacity as an
officer or director of the Company, whether by or on behalf of the Company, its
shareholders or third parties, and the Company shall advance to the Executive
an amount equal to the reasonable fees and expenses incurred in defending such
actions, after receipt of (i) an itemized request for such advance, and (ii) an
undertaking from the Executive to repay the amount of such advance, with
interest at a reasonable rate from the date of the request as determined by the
Company, if it shall ultimately be determined that he is not entitled to be
indemnified against such expenses, and subject to such other terms and
conditions of the  indemnification
policies of the Company as are in effect from time.


5.             TERMINATION OF EMPLOYMENT


Subject to the notice and other provisions of this
Section 5, the Company shall have the right to terminate the Executive’s
employment hereunder, and the Executive shall have the right to resign, at any
time for any reason or for no stated reason.


(a)           Termination for
Cause or Resignation without Good Reason. 
(i) If, prior to the expiration of the Term, the Executive’s employment
is terminated by the Company for “Cause” (as hereinafter defined) or the
Executive resigns from his employment hereunder for any reason other than for “Good
Reason” (as hereinafter defined), the Executive shall be entitled to payment of
(A) his Salary accrued up to and including the date of termination or
resignation, and (B) any unreimbursed expenses. 
Except to the extent required by the terms of the benefits provided
under Section 4(e) or applicable law, the Executive shall have no right under
this Agreement or otherwise to receive any other compensation or to participate
in any other plan, program or arrangement after such termination or resignation
of employment with respect to the year of such termination or resignation and
later years.


(ii)           Termination for “Cause” shall
mean a termination of the Executive’s employment with the Company because of
the Executive’s (A) willful and continued failure to substantially perform his
duties with the Company (other than failure resulting from the Executive’s
incapacity due to a Disability (as hereinafter defined)), (B) engagement in
illegal, dishonest or fraudulent conduct or gross misconduct against the
Company or its affiliates, or breach of fiduciary obligations thereto, (C) the
commission of an act involving moral turpitude or any other misconduct that
brings the Company or its affiliates into public disrepute or disgrace or
causes material harm to customer relations, operations or business prospects or
financial conditions of the Company or its affiliates, (D) plea of guilty or nolo  contendere, or
conviction, of a felony offense, (E) material breach of this Agreement, (F)
violation in any material respect of any policy of the Company that



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causes or may cause serious harm to the Company or its
affiliates, or (G) material violation of any laws, regulations or regulatory
policies applicable to the Executive. 
For purposes of this Section 5, no act or failure to act by the
Executive shall be considered “willful” if such act or failure to act by the
Executive is a result of the Executive’s good faith belief that the act or
failure to act is or was in the best interest of the Company.


(iii)          Termination of the Executive’s
employment for Cause shall be communicated by delivery to the Executive of a written
notice from the Company stating that the Executive will be terminated for
Cause, specifying the particulars thereof and the effective date of such
termination.  In the case of Section
4(a)(ii)(A) and 4(a)(ii)(E), the Executive shall have ten (10) business days
from the date of receipt of such notice to effect a cure of the actions
constituting Cause, or to effect a cure of the adverse effect such actions, but
only in circumstances where such cure or correction is feasible.  Upon cure or correction thereof by the
Executive to the reasonable satisfaction of the Company, such material breach
shall no longer constitute Cause for purposes of this Agreement.  The date of a resignation without Good Reason
by the Executive shall be the date specified in a written notice of resignation
from the Executive to the Company provided that the Executive shall provide at
least 90 days’ advance written notice of his resignation.


(b)           Involuntary
Termination.  


(i)    If, prior to the expiration
of the Term, the Company terminates the Executive’s employment for any reason
other than Disability or Cause or the Executive resigns from his employment
hereunder for Good Reason (such termination or resignation being hereinafter
referred to as an “Involuntary Termination”), the Executive shall be
entitled to (A) payment of his Salary accrued up to and including the date
of the Involuntary Termination, (B) payment of any unreimbursed expenses and
(C) severance (the “Severance”), subject to the Executive’s execution
and delivery to the Company of a release in substantially the form attached
hereto as Exhibit A.  consisting
of:


(1)           continuation of his
Salary, at the rate in effect on the date of the  Involuntary Termination, commencing on the
date next following the date of the Involuntary Termination and continuing
through the expiration of the Term (the “Severance Period”);


(2)           in the event that
the Executive elects to receive coverage for medical benefits under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA  Coverage”),
payment by the Company of the cost of the COBRA Coverage for the Executive and
the dependants with respect to which the Executive was receiving benefits under
the medical plans of the Company as of the date of the Involuntary Termination,
through the last day of the Severance Period, or until the Executive becomes
eligible to participate in a subsequent employer’s medical plan, whichever
occurs first;


(3)           payment of the
Annual Bonus, for the year of termination, payable in a lump sum payment within
30 days of the date that the Annual Bonus is normally paid; and



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(4)           continued vesting
and exercisability of the Option through the expiration of the Term at such
times as the Option would normally vest in accordance with the vesting schedule
applicable to the Option had the Executive continued employment with the
Company through the expiration of the Term.


Anything herein to the
contrary notwithstanding, the Company shall have no obligation to continue to
maintain during the Severance Period any plan, program or level of benefits
solely as a result of the provisions of this Agreement.


(ii)   Resignation for “Good
Reason” shall mean the Executive’s resignation from his employment hereunder
following: (A) the assignment to the Executive of duties materially inconsistent
with this Agreement or an adverse and material change in his title or
authority; (B) a material breach of this Agreement by the Company or failure by
the Company to comply in any material respect with its obligations under this
Agreement; or (C) the requirement that the Executive relocate to a location
outside a thirty-five (35)-mile radius from Hauppage, New York; provided,
however, that required travel on business in accordance with Section
2(c) hereof shall not constitute Good Reason.


(iii)  The date of a termination
by the Company of the Executive’s employment without Cause shall be the date
specified in a written notice of termination to the Executive.  Resignation by the Executive of his
employment hereunder for Good Reason shall be communicated by delivery to the
Company of a written notice from the Executive stating that the Executive shall
resign for Good Reason, stating the particulars thereof, and the effective date
of the resignation.  The Company shall
have ten (10) business days from the receipt of such notice to effect a cure of
the actions constituting Good Reason or to effect a cure of the adverse effect
of such actions.  Upon a cure or
correction thereof by the Company to the reasonable satisfaction of the
Executive, such actions shall no longer constitute Good Reason for purposes of
this Agreement.


(c)           Termination Due
to Disability.  In the event of the
Executive’s Disability, the Company shall be entitled to terminate his
employment.  In the case that the Company
terminates the Executive’s employment due to Disability, the Executive shall be
entitled to (i) payment of his Salary up to and including the date of
termination, (ii) payment of any unpaid expense reimbursements, and (iii)
disability benefits under the Employee Benefit Plans.  As used in this Section 5(c), the term “Disability”
shall mean that the Company determines that due to physical or mental illness
or incapacity, whether total or partial, the Executive is substantially unable
to perform his duties hereunder for a period of 90 consecutive days or shorter
periods aggregating 90 days during any period of 180 consecutive days.


(d)           Death.  In the event of the Executive’s death while
he is employed during the Term, the Executive’s estate or named beneficiary
shall be entitled to (i) payment of his Salary up to and including the date of
termination, (ii) payment of any unpaid expense reimbursements and
(iii) payment of life insurance benefits under the Life Insurance Policy.



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6.             COVENANTS OF THE EXECUTIVE


(a)           Confidential
Information.  As an employee of the
Company, the Executive acknowledges that he has had and will have access to
confidential or proprietary information or both relating to the business of, or
belonging to, the Company or any of its affiliates or third parties and the
assets acquired by the Company in connection with the Purchase Agreement
including, but not limited to, proprietary or confidential information,
technical data, trade secrets, or know-how in respect of research, product
plans, products, services, customer lists, customers, markets, computer
software (including object code and source code), data and databases, outcomes
research, documentation, instructional material, developments, inventions,
processes, formulas, technology, designs, drawings, engineering, hardware,
configuration information, models, manufacturing processes, sales information,
cost information, business plans, business opportunities, marketing, finances
or other business information disclosed to the Executive in any manner
including by drawings or observations of parts or equipment, etc., all of which
have substantial value to the Company (collectively, “Confidential
Information”).


(i)    The Executive agrees that
both during the Term and after the termination of the Executive’s employment
for any reason, the Executive shall not: (A) use any Confidential Information
except in the course of his employment by the Company; or (B) disclose any
Confidential Information to any other person or entity, except to personnel of
the Company utilizing it in the course of their employment by the Company or to
persons identified to the  Executive in
writing by the Company, without the prior written consent of the Company.


(ii)   Both during the Term and
after the termination of the Executive’s employment for any reason, the Company
shall respect and adhere to any non-disclosure, confidentiality or similar
agreements to which the Company or any of its affiliates are, or during the
period of the Executive’s employment by the Company, becomes, a party or
subject.  Upon the request of the
Executive, the Company shall disclose to the Executive any such agreements to
which it is a party or is subject.


(iii)  The Executive hereby
confirms that all Confidential Information and “Company Materials” (as
hereinafter defined) are and shall remain the exclusive property of the
Company.  Immediately upon the
termination of the Executive’s employment for any reason, or during the Term
upon the request of the Company, the Executive shall return all Company
Materials, or any reproduction of such materials, apparatus, equipment and
other physical property.  For purposes of
this Agreement, “Company Materials” are documents or other media or
tangible item that contain or embody Confidential Information or any other
information concerning the business, operations or plans of the Company or the
assets acquired by the Company in connection with the Purchase Agreement,
whether such documents have been prepared by the Executive or others.


(b)           Disclosure of
Previously Acquired Information to Company. 
The Executive hereby agrees not to disclose to the Company, and not to
induce the Company to utilize, any proprietary information or trade secrets of
any other party that are in his possession, unless and to the extent that he
has authority to do so.


(c)           Noncompetition.  The Executive agrees with the Company that
while employed by the Company and for a period ending on the later of the third
anniversary of the Closing and the first anniversary following the termination
of the Executive’s employment with the



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Company for any reason at any time (the “Restricted
Period”), the Executive shall not directly or indirectly, individually or
as an owner, partner, shareholder, joint venturer, corporate officer, director,
employee, consultant, principal, agent, trustee or licensor, or in any other
similar capacity whatsoever of or for any person, firm, partnership, company or
corporation (other than the Company or one of its subsidiaries), in all of the
states and territories of the United States, and all other countries in which
the Company’s services or products are available during the Term (the ‘‘Restricted
Territory”), (i) own, manage, operate, sell, control or participate in the
ownership, management, operation, sales or control of (A) any business that
competes with the business of the Company or any of the Company’s subsidiaries,
affiliates, successors or assigns (collectively referred to herein as the “Companies”),
as currently being conducted or as then being conducted (whether through
stand-alone products or broader products that include equivalent
functionality), or (B) any business engaged in the research, development,
design, marketing, sales, manufacture or licensing of products that are
substantially similar to any products of the Companies (whether through
stand-alone products or broader products that include equivalent
functionality); (ii) accept employment with any Client (as hereinafter defined)
with the intent or purpose of depriving any of the Companies of business
performed by any of such Companies by transferring such business to a
department, division or affiliate of the Client or to a third party; or (iii)
request or advise any Client, supplier or other business contact of any of the
Companies to withdraw, curtail, cancel or not increase their business with any
of the Companies.  The Executive hereby
agrees to notify the Company of each employment or consulting position he
accepts during the Restricted Period (including the name and address of the
hiring party) and shall, upon request by the Company, describe in reasonable
detail the nature of his duties in each such position.  Notwithstanding the foregoing, the Executive
is permitted to continue his investment in Audiovox and to own as a passive
investor up to a one (1%) interest in any publicly traded entity.  The term “Client” means any
individual, partnership, firm, corporation, or other business organization for
whom any of the Companies provides services or advice, has provided services or
advice, has offered in writing to provide services or advice, or with whom any
of the Companies has had discussions followed or accompanied by written
materials or other correspondence regarding the provisions of services or
advice, during the thirty-six (36) month period prior to the termination of the
Executive’s employment with the Company.


(d)           Non-Solicitation.  As a separate and independent covenant, the
Executive agrees with the Company that during the Restricted Period, the
Executive shall not (i) directly or indirectly, personally or through other entities
or recruiters, (A) induce, solicit or attempt to persuade any person, who on
the Effective Date is, or subsequent thereto becomes, an employee,
representative or consultant of any of the Companies, to terminate or
significantly reduce his or her employment or other contractual relationship
with any of the Companies, or in any way interfere with the relationship
between any of the Companies and any employee thereof (B) hire or attempt to
hire, whether as an employee, consultant or otherwise, any person, who on the
Effective Date is, or subsequent thereto becomes, an employee, representative
or consultant of any of the Companies, or (ii), other than with respect to
the Executive’s services provided to any of the Companies, the Executive shall
not, directly or indirectly, whether for the Executive’s own account or for the
account of any other individual, partnership, firm, corporation or other
business organization, contact or solicit, or direct any person, firm,
corporation, association or other business organization, to contact or solicit,
any Clients for the purpose of providing or attempting to provide any services
or advice that are the same as or similar to the services or advice provided by
any of the Companies.



 8
 









(e)           Non-Disparagement.  The Executive agrees that at any time during
his employment with the Company and at any time thereafter, the Executive shall
not make, or cause or assist any other person to make, any statement or other
communication which impugns or attacks, or is otherwise critical of, the
reputation, business or character of the Company, any subsidiary or any of
their respective officers, directors, employees, products or services.


(f)            Enforcement.  The Executive hereby acknowledges that he has
carefully reviewed the provisions of this Agreement and agrees that the
provisions are fair and equitable. 
However, in light of the possibility of differing interpretations of law
and change in circumstances, the parties hereto agree that if any one or more
of the provisions of this Agreement is determined by a court of competent
jurisdiction to be invalid, void or unenforceable under circumstances then
existing, the parties hereto agree that the maximum period, scope or
geographical area reasonable or enforceable under such circumstances shall be
substituted for the stated period, scope or area.  Because the Executive’s services are unique
and because the Executive has had access to Confidential Information and Work
Product, the parties hereto agree that money damages would not be an adequate
remedy for any breach of this Agreement. 
Therefore, in the event a breach or threatened breach of this Agreement,
the Company or its successors or assigns may, in addition to other rights and
remedies existing in their favor, apply to any court of competent jurisdiction
for specific performance, injunctive, other relief of the foregoing in order to
enforce, or prevent any violations of, the provisions hereof (without posting a
bond or other security).


7.             REDUCTION OF PAYMENTS.


In the event that the severance and other benefits
provided to the Executive under this Agreement or any other agreement or
arrangement constitute “parachute payments” within the meaning of Section 280G
of the Code and, but for this Section 7, such severance and benefits would be
subject to the excise tax imposed by Section 4999 of the Code, then the
aggregate severance and benefits payable to the Executive under this Agreement
shall be reduced such that the present value thereof, together with all other
severance and other benefits under other agreements or arrangements (as
determined under the Code and the applicable regulations) is equal to 2.99
times the Executive’s “base amount,” as defined in Section 280G(b)(3) of the
Code.  For purposes of applying the
provisions of this Section 7, the Company shall be entitled to rely on the
advice of legal counsel or a nationally recognized accounting firm as to
whether any payments or benefits payable to the Executive constitute “Parachute
Payments” under 280G of the Code.


8.             ARBITRATION.


(a)           Any dispute or controversy arising
out of, relating to, or in connection with this Agreement, or the
interpretation, validity, construction, performance, breach, or termination
thereof, shall be settled by binding arbitration to be held in New York County,
New York, in accordance with the National Rules for the Resolution of
Employment Disputes then in effect of the American Arbitration Association (the
“Rules”).  The arbitrator may
grant injunctions or other relief in such dispute, or controversy.  The decision of the arbitrator shall be
final, conclusive and binding on the parties to the arbitration.  Judgment may be entered on the arbitrator’s
decision in any court having jurisdiction.



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(b)           The arbitrator(s) shall apply New
York law to the merits of any dispute or claim, without reference to conflicts
of law rules.  The arbitration
proceedings shall be governed by federal arbitration law and by the Rules,
without reference to state arbitration law. 
The Executive hereby consents to the personal jurisdiction of the state
and federal courts located in New York for any action or proceeding arising
from or relating to this Agreement or relating to any arbitration in which the
parties are participants.


(c)           THE EXECUTIVE HEREBY
ACKNOWLEDGES THAT HE HAS READ AND UNDERSTANDS THIS SECTION 8, WHICH DISCUSSES
ARBITRATION.  THE EXECUTIVE HEREBY
ACKNOWLEDGES THAT HE UNDERSTANDS THAT SUBMITTING ANY CLAIMS ARISING OUT OF,
RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR THE INTERPRETATION,
VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION THEREOF TO BINDING
ARBITRATION, CONSTITUTES A WAIVER OF THE EXECUTIVE’S RIGHT TO A JURY TRIAL AND
RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF THE
EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO, THE FOLLOWING
CLAIMS:


(i)    ANY AND ALL CLAIMS FOR
WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH EXPRESS AND IMPLIED;
BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING, BOTH EXPRESS AND
IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL DISTRESS; NEGLIGENT
OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL INTERFERENCE WITH
CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.


(ii)   ANY AND ALL CLAIMS FOR
VIOLATION OF ANY FEDERAL STATE OR MUNICIPAL STATUTE, INCLUDING, BUT NOT LIMITED
TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE CIVIL RIGHTS ACT OF 1991,
THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, THE AMERICANS WITH
DISABILITIES ACT OF 1990, AND THE FAIR LABOR STANDARDS ACT;


(iii)  ANY AND ALL CLAIMS ARISING
OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT
DISCRIMINATION.


9.             GENERAL PROVISIONS


(a)           No Other
Severance Benefits.  Except as
specifically set forth in this Agreement, the Executive covenants and agrees
that he shall not be entitled to any other form of severance benefits from the
Company, including, without limitation, benefits otherwise payable under the
Company’s regular severance policies, if any, in the event his employment
hereunder ends for any reason and, except with respect to obligations of the
Company expressly provided for herein, the Executive unconditionally releases
the Company and its subsidiaries and affiliates, and their respective
directors, officers, employees and stockholders, or any of them, from any and
all claims,



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liabilities or obligations under any severance or
termination arrangements of the Company or any of its subsidiaries or
affiliates.


(b)           Tax Withholding.  All amounts paid to Executive hereunder shall
be subject to all applicable federal, state and local wage withholding.


(c)           Notices.  Any notice hereunder by either party to the
other shall be given in writing by personal delivery, or certified mail, return
receipt requested, or (if to the Company) by telex or facsimile, in any case
delivered to the applicable address set forth below:


	
  

  	
  (i)

  	
   

  	
  To the Company:

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
   

  	
   

  	
  1275 Harbor Bay
  Parkway

  
	
   

  	
   

  	
   

  	
   

  	
  Alameda, CA
  94502

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No:
  (510) 864-8802

  
	
   

  	
   

  	
   

  	
   

  	
  Attention:
  General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  With a copy to:

  	
  Shearman & Sterling LLP

  
	
   

  	
   

  	
   

  	
   

  	
  1080 Marsh Road

  
	
   

  	
   

  	
   

  	
   

  	
  Menlo Park, CA
  94025

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile No:
  (650) 838-3699

  
	
   

  	
   

  	
   

  	
   

  	
  Attn: Carmen
  Chang, Esq.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (ii)

  	
   

  	
  To the Executive:

  	
  Philip Christopher

  
	
   

  	
   

  	
   

  	
   

  	
  [address]

  
	
   

  	
   

  	
   

  	
   

  	
  Facsimile. No:
  [(___)_________]

  



 


or to such other persons
or other addresses as either party may specify to the other in writing.


(d)           Assignment:
Assumption of Agreement.  No right,
benefit or interest hereunder shall be subject to assignment, encumbrance,
charge, pledge, hypothecation or setoff by the Executive in respect of any
claim, debt, obligation or similar process. 
The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all of
the business or assets of the Company to assume expressly and to agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession had taken place.


(e)           Amendment.  No provision of this Agreement may be
amended, modified, waived or discharged unless such amendment, modification,
waiver or discharge is agreed to in writing and signed by the parties.  No waiver by either party hereto at any time
of any breach by the other party hereto of, or compliance with, any condition
or provision of this Agreement to be performed by such other party shall be
deemed a waiver of similar or dissimilar provisions or conditions at the same
or at any prior or subsequent time.



 11
 









(f)            Severability.  If any term or provision hereof is determined
to be invalid or unenforceable in a final court or arbitration proceeding, (i)
the remaining terms and provisions hereof shall be unimpaired and (ii) the
invalid or unenforceable term or provision shall be deemed replaced by a term
or provision that is valid and enforceable and that comes closest to expressing
the intention of the invalid or unenforceable term or provision.


(g)           Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of New York (determined
without regard to the choice of law provisions thereof).


(h)           Entire Agreement.  This Agreement contains the entire agreement
of the Executive, the Company and any predecessors or affiliates thereof with
respect to the subject matter hereof and all prior agreements and negotiations,
including, without limitation, the Existing Employment Agreement, are
superseded hereby as of the date of this Agreement.


(i)            Counterparts.  This Agreement may be executed by the parties
hereto in counterparts, each of which shall be deemed an original, but both
such counterparts shall together constitute one and the same document


 



 12














IN
WITNESS WHEREOF, the parties have executed this Agreement,
effective as of the day and year first written above.


	
  

  	
  UTSTARCOM, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Hong Liang Lu

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  /s/ Philip Christopher

  
	
   

  	
  Philip Christopher

  



 
















EXHIBIT
A


RELEASE
AGREEMENT


THIS RELEASE AGREEMENT
(the “Release”) is made as of this [DATE], by and between Philip
Christopher (the “Executive”), and UTStarcom, Inc. (the “Company”).  In consideration of the mutual agreements set
forth below, the Executive and the Company hereby agree as follows:


1.             General
Release of Claims Against the Company.  For good and valuable consideration,
including the payments and benefits set forth in the Employment Agreement dated
June 11,2004 between the Company and the Executive (the “Employment
Agreement”), of which this Release forms a part, the Executive hereby
knowingly, voluntarily, and willingly releases, discharges, and covenants not
to sue the Company and its direct and indirect parents, subsidiaries,
affiliates and related companies, past and present, as well as each of its and
their directors, officers, employees, agents of the foregoing, representatives,
advisers, attorneys, trustees, insurers, assigns, successors, and agents, past
and present (collectively hereinafter referred to as the “Released  Parties”),
from and with respect to any and all actions, claims, or lawsuits, whether
known or unknown, suspected or unsuspected, in law or in equity, which the
Executive, and his heirs, executors, administrators, successors, assigns,
dependents, descendants, and attorneys ever had, now have, or hereafter can,
shall or may have against the Released Parties as of the date of the execution
of this Release, including, but not limited to, any claim arising under any
U.S.  federal, state or local law or
ordinance, any tort, any employment contract, express or implied, any public
policy waivable by law, or arising under Title VII of the Civil Rights Act of
1964, as amended, the Civil Rights Act of 1866, as amended, the Equal Pay Act,
as amended, the Americans with Disabilities Act, as amended, the Family And
Medical Leave Act, as amended, the Employee Retirement Income Security Act, as
amended, the Civil Rights Act of 1991, as amended, the Rehabilitation Act of
1973, as amended, the Older Workers Benefit Protection Act, as amended, the
Worker Adjustment Retraining and Notification Act, as amended, the Fair Labor
Standards Act, as amended, the Occupational Safety and Health Act of 1970, as
amended, the New York State Human Rights Law, as amended, New York Labor Act,
as amended, New York Equal Pay Law, as amended, New York Civil Rights Law, as
amended, New York Rights of Persons With Disabilities Law, as amended, New York
Equal Rights Law, as amended, and any other discrimination or fair housing law,
if applicable, claims for individual relief under the Sarbanes-Oxley Act of
2002 (the “S-O Act”) (other than Section 806 of the S-O Act), and all
claims for invasion of privacy, defamation, intentional infliction of emotional
distress, injury to reputation, pain and suffering, constructive and wrongful
discharge, retaliation, wages, monetary or equitable relief, and any and all
claims for salary, bonus, severance pay, pension, vacation pay, life insurance,
health or medical insurance, or any other fringe benefits, other than the
payment and benefits provided for in or in accordance with the Employment
Agreement.


2.             Waiver.  The Executive acknowledges that he may
hereafter discover claims or facts in addition to or different from those which
he now knows or believes to exist with respect to the subject matter of this
Release and which, if known or suspected at the time of executing this Release,













may have materially affected this Release or his
decision to enter into it.  Nevertheless,
the Executive hereby waives any right, claim, or cause of action that might
arise as a result of such different or additional claims or facts.


3.             ADEA
Release.  In recognition
of the consideration provided in the Employment Agreement, the Executive hereby
releases and discharges the Released Parties from any and all claims, actions
and causes of action that he may have against the Released Parties arising
under the U.S.  Age Discrimination in
Employment Act of 1967, as amended, and the applicable rules and regulations
promulgated thereunder (“ADEA”). 
The Executive acknowledges that he understands that ADEA is a federal
statute that prohibits discrimination on the basis of age in employment,
benefits and benefit plans.


By signing this
Release, the Executive hereby acknowledges and confirms the following:


(a)           The Executive is providing the
release and discharge set forth in this Release in exchange for consideration
in addition to anything of value to which he is already entitled.


(b)           The Executive was hereby advised by
the Company in writing to consult with an attorney of his choice prior to
signing this Release and to have such attorney explain to his the terms of this
Release including, without limitation, the terms relating to his release of
claims arising under the ADEA.


(c)           The Executive has read this Release
carefully and completely and understands each of the terms thereof.


(d)           The Executive is aware that he has
twenty-one (21) days in which to consider the terms of this Release, which the
Executive has knowingly and voluntarily waived by accepting the terms of the
offer as described herein.  For a period
of seven (7) days following his acceptance hereof, the Executive has the right
to revoke the release contained in this Section 3 (the “Revocation  Period”)
commencing immediately following the date he signs and delivers this Release to
the Company.  The Revocation Period shall
expire at 5:00 p.m. New York City time on the last day of the Revocation
Period; provided, however, that if such seventh day is not a
business day, the Revocation Period shall extend to 5:00 p.m. on the next
succeeding business day.  No such
revocation by shall be effective unless it is in writing and signed by the
Executive and received by the Company prior to the expiration of the Revocation
Period.


4.             No
Release for Indemnification Rights.  Anything to the contrary in this Release
notwithstanding, this Release shall not release any claims for indemnification
in accordance with applicable laws and applicable corporate governance
arrangements of the Company in accordance with their terms as may be in effect
from time to time.


5.             Choice of
Law.  This Release and the
rights and obligations of the parties hereunder shall be governed by and
construed and enforced in accordance with the laws of the State of New York,
without regard to principles of conflict of laws.



 2
 









IN
WITNESS WHEREOF, the Company and the Executive, intending to
be legally bound, have executed this Release on the day and year first above
written.


	
  

  	
  UTSTARCOM, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Philip Christopher

  



 



 3