EXHIBIT 10.10


SEVERANCE
AGREEMENT AND RELEASE


This Severance Agreement and Release (“Agreement”) is
made by and between UTStarcom, Inc. (the “Company”), and Mike Sophie (“Employee”)
(collectively referred to as “the Parties”).


WHEREAS, Employee was formerly employed by the
Company;


WHEREAS, Employee’s employment relationship with the
Company ended effective May 5, 2006 (“Termination Date”);


WHEREAS, Employee and the Company wish to release each
other from any claims arising from or related to their employment relationship
except as expressly provided below;


NOW THEREFORE, in consideration of the mutual promises
made herein, the adequacy of which is acknowledged, the Company and Employee
hereby agree as follows:


1.     Consideration.


(a)   Severance;
PTO/Floating Days.  The Company
agrees to pay Employee, within ten (10) business days after the Effective Date
of this Agreement, the equivalent of six (6) months of regular base salary in a
lump sum of two hundred twenty thousand dollars ($220,000.00), less applicable
withholdings.  Additionally, Company
agrees to also pay Employee at that same date all accrued but unpaid Paid Time
Off (“PTO”) and Floating Holiday Benefits accrued as of and through the
Termination Date, less applicable withholdings.


(b)   COBRA
premiums.  The Company agrees to pay
Employee, within ten (10) business days after the Effective Date of this
Agreement, the approximate equivalent of six (6) months of Employee’s COBRA
premiums in a lump sum of six thousand dollars ($6,000.00), less applicable withholdings.


(c)   Career
Transition Assistance.  Employee
shall be provided a virtual career transition program through Lee Hecht
Harrison Consultants.  Lee Hecht Harrison
Consultants will contact Employee to initiate the program promptly after the
Effective Date of this Agreement.


2.     Stock.  The Parties agree that Employee’s currently
granted options to purchase the Company’s common stock will be considered to
have vested, pursuant to their respective vesting schedules, only through the
Termination Date.  As of Employee’s
Termination Date, all unvested stock options granted to him under any Stock
Option Agreement currently in effect ceased to continue to vest in accordance
with the terms of the applicable stock option plan and the underlying
agreements.  All stock options not vested
as of the Termination Date are canceled and/or terminated.  Employee shall have the right to exercise
vested options at any time up to and including one hundred and twenty (120)
days after the Termination Date, but not later than the stock option expiration
date.













3.     Benefits.  Employee’s health insurance benefits will
cease on May 31, 2006.  Provided
Employee meets all eligibility requirements, Employee shall have the right to
convert his health insurance benefits to individual coverage pursuant to COBRA.


4.     Confidential Information.  Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the Company
and shall continue to comply with the terms and conditions of the At-Will
Employment, Confidential Information, Invention Assignment,  and Arbitration Agreement (“Confidentiality
Agreement”) between Employee and the Company. 
Employee’s signature below constitutes his certification under penalty
of perjury that he has returned all the Company property in his possession to
the Company.


5.     Payment of Salary.  Employee acknowledges and represents that
once the consideration described in paragraph 1 of this Agreement is
provided to Employee, the Company has paid Employee all salary, wages, bonuses,
reimbursable expenses, accrued vacation, severance, fees, stock, stock options,
vesting, interest, outplacement costs, commissions and any and all other
benefits which maybe due under this Agreement.


6.     Release of Claims.  The Parties agree that the foregoing
consideration represents settlement in full of all outstanding obligations owed
to each other.  The Parties, on behalf of
it/himself and its/his current and former officers, directors, employees,
agents, investors, attorneys, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, heirs, family
members, executors, and assigns, hereby fully and forever release the other
Party and its/his current and former officers, directors, employees, agents,
investors, attorneys, shareholders, administrators, affiliates, divisions,
subsidiaries, predecessor and successor corporations, heirs, family members,
executors, and assigns (the “Releasees”), from, and agree not to sue
concerning, or in any manner to institute, prosecute or pursue, any claim,
complaint, charge, duty, obligation or cause of action relating to any matters
of any kind, whether presently known or unknown, suspected or unsuspected, that
either Party may possess against any of the other Party’s Releasees arising
from any omissions, acts or facts that have occurred up until and including the
Effective Date of this Agreement, including, without limitation:


(a)   any
and all claims relating to or arising from Employee’s employment relationship
with the Company and the termination of that relationship;


(b)   any
and all claims relating to, or arising from, Employee’s right to purchase, or
actual purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under
any state or federal law;


(c)   any
and all claims for wrongful discharge of employment; termination in violation
of public policy; discrimination; harassment; breach of contract, both express
and implied; breach of a covenant of good faith and fair dealing, both express
and implied; promissory estoppel; negligent or intentional infliction of
emotional distress; fraud; negligent or intentional misrepresentation;
negligent or intentional interference with contract or prospective economic
advantage; unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion



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of privacy; false imprisonment; conversion; workers’ compensation;
retaliation; and disability benefits;


(d)   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 Older Workers Benefit Protection Act, the Americans with Disabilities Act
of 1990, the Fair Labor Standards Act, the Fair Credit Reporting Act, the
Employee Retirement Income Security Act of 1974, the Worker Adjustment and
Retraining Notification Act, the Family and Medical Leave Act, the Sarbanes-Oxley
Act of 2002, the California Family Rights Act, the California Labor Code,
except as prohibited by law, the California Workers’ Compensation Act, and the
California Fair Employment and Housing Act;


(e)   any
and all claims for violation of the federal, or any state, constitution;


(f)    any
and all claims arising out of any other laws and regulations relating to
employment or employment discrimination;


(g)   any
claim for any loss, cost, damage or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds received by
Employees as a result of this Agreement; and


(h)   any
and all claims for attorneys’ fees and costs.


The Parties agree
that the release set forth in this section shall be and remain in effect in all
respects as a complete general release as to the matters released.  This release does not extend to any
obligations incurred or continued under this Agreement, nor shall it extend to
any claims undertaken or that may be undertaken in the future by Employee
against the Company for indemnity of or contribution on behalf of Employee
(including reasonable attorneys’ fees and costs) resulting from acts undertaken
by Employee within the course and scope of his employment.  The Company will continue to pay reasonable
attorneys’ fees for Employee’s representation in the matter of In Re UTStarcom,
Inc. Securities Litigation, Case 5:04-cv-04908-JW (N.D. California, U.S.
District Court), and the ongoing SEC investigation of the Company’s accounting
practices pursuant to Employee’s Indemnification Agreement dated
October 15, 2002.


7.     Acknowledgement of Waiver of Claims
under ADEA.  Employee acknowledges
that he is waiving and releasing any rights he may have under the Age
Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and
release is knowing and voluntary. 
Employee and the Company agree that this waiver and release does not
apply to any rights or claims that may arise under ADEA after the Effective
Date of this Agreement.  Employee
acknowledges that the consideration given for this waiver and release Agreement
is in addition to anything of value to which Employee was already entitled.  Employee further acknowledges that he has
been advised by this writing that (a) he should consult with an attorney
prior to executing this Agreement; (b) he has twenty-one (21) days
within which to consider this Agreement; (c) he has seven (7) days
following the execution of this Agreement by the parties to revoke the
Agreement; and (d) this Agreement shall not be effective until the
revocation period has expired.



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8.     Release of Known and Unknown Claims.  Each Party represents that he/it is not aware
of any claim against any of the other Party’s Releasees.  The Parties acknowledge that they have been
advised by legal counsel and are familiar with the provisions of California
Civil Code Section 1542, which provides as follows:


A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY
AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.


The Parties, being aware
of said code section, agree to expressly waive any rights they may have
thereunder, as well as under any other statute or common law principles of
similar effect in the State of California.


9.     No Cooperation.  Employee agrees he will not take any action
that is reasonably calculated to damage the business of the Company; provided,
however, that Employee is entitled to seek and accept employment with a
competitor of the Company, but will in all events remain subject to the
Confidential Information restrictions as provided in paragraph 4 above.  Employee agrees that he will not counsel or
assist any attorneys or their clients in the presentation or prosecution of any
disputes, differences, grievances, claims, charges, or complaints by any third
party against any of the Releasees, unless under a subpoena, a proper request
for discovery in a legal proceeding, or other court order to do so.  Employee agrees both to immediately notify
the Company upon receipt of any such subpoena or court order, and to furnish,
within three (3) business days of its receipt, a copy of such subpoena or other
court order.  If approached by anyone for
counsel or assistance in the presentation or prosecution of any disputes,
differences, grievances, claims, charges, or complaints against any of the
Releasees, Employee shall state no more than that he cannot provide counsel or
assistance.  Nothing in this Agreement is
in any way intended to, and does not, prevent Employee from cooperating with
law enforcement even in the absence of a subpoena or court order.


10.   No Pending or Future Lawsuits.  Employee represents that he has no lawsuits,
claims, or actions pending in his name, or on behalf of any other person or
entity, against the Company or any other person or entity referred to herein.  Employee also represents that he does not
intend to bring any claims on his own behalf or on behalf of any other person
or entity against the Company or any other person or entity referred to herein.


11.   Application for Employment.  Employee understands and agrees that, as a
condition of this Agreement, Employee shall not be entitled to any employment
with the Company, and Employee hereby waives any right, or alleged right, of
employment or re-employment with the Company.  Employee further agrees not to apply for
employment with the Company.


12.   Non-Disparagement.  Each party agrees to refrain from any
defamation, libel or slander of the other, or tortious interference with the
contracts and relationships of the other. 
Employee understands that the Company’s obligations under this paragraph
extend only to the Company’s current executive staff and members of its Board
of Directors and only for so long as each member thereof is an employee or
Director of the Company, as the case may be. 
Nothing in this Agreement



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is in any way intended
to, and does not, prevent Employee from cooperating with law enforcement even
in the absence of a subpoena or court order. 
All inquiries by potential future employers of Employee will be directed
to the Company’s Human Resources Representative.


13.   Confidentiality.  The Parties hereto each agree to use their
best efforts to maintain in confidence the existence of this Agreement, the
contents and terms of this Agreement, and the consideration for this Agreement
(hereinafter collectively referred to as “Severance Information”).  Each Party hereto agrees to take every
reasonable precaution to prevent disclosure of any Severance Information to
third parties, and each agrees that there will be no publicity, directly or
indirectly, concerning any Severance Information.  Except as required by law, the Parties hereto
agree to take every precaution to disclose Severance Information only to those
employees, officers, directors, attorneys, accountants, governmental entities,
and family members who have a reasonable need to know of such Severance
Information.


14.   Breach.  Employee acknowledges and agrees that any
breach of any provision of this Agreement or of any provision of the
Confidentiality Agreement shall constitute a material breach of this Agreement
and shall entitle the Company immediately to recover and/or cease the
consideration provided to Employee under this Agreement, except as provided by
law.  Except as provided by law, each of
the Parties shall also be responsible to the other for all costs, attorneys’
fees, and any and all damages incurred in: (a) enforcing any obligation or
right under this Agreement or the Confidentiality Agreement, including the
bringing of any action to recover the consideration, and (b) defending
against a claim or suit brought or pursued in violation of the terms of this
Agreement.


15.   No Admission of Liability.  No action taken by the Parties hereto, or
either of them, either previously or in connection with this Agreement, shall
be deemed or construed to be: (a) an admission of the truth or falsity of
any potential claims; or (b) an acknowledgement or admission by either
party of any fault or liability whatsoever to the other party or to any third
party.


16.   Costs. 
The Parties shall each bear their own costs, attorneys’ fees and other
fees incurred in connection with the preparation of this Agreement except as to
legal fees incurred on behalf of Employee as regards the drafting and
negotiation of this Agreement.


17.   Arbitration.  The Parties agree that any and all disputes
arising out of the terms of this Agreement, their interpretation, and any of
the matters herein released, shall be subject to binding arbitration in
Alameda, California, before the American Arbitration Association under its
National Rules for the Resolution of Employment Disputes and California law, or
by a judge to be mutually agreed upon. 
The arbitrator may grant injunctions and other relief in such
disputes.  The decision of the arbitrator
shall be final, conclusive and binding on the parties to the arbitration.  The Parties agree that the prevailing party
in any arbitration shall be entitled to injunctive relief in any court of
competent jurisdiction to enforce the arbitration award.  The Parties agree that the prevailing party
in any arbitration shall be awarded its reasonable attorneys’ fees and
costs.  The Parties hereby agree to waive
their right to have any dispute between them resolved in a court of law by a
judge or jury.


18.   Tax Consequences.  The Company makes no representations or
warranties with respect to the tax consequences of the payments provided to
Employee or made on his behalf under the terms of this Agreement.  Employee agrees and understands that he is
responsible for payment, if any, of



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local, state and/or
federal taxes on the payments made hereunder by the Company and any penalties
or assessments thereon.  Employee further
agrees to indemnify and hold the Company harmless from any claims, demands,
deficiencies, penalties, interest, assessments, executions, judgments, or
recoveries by any government agency against the Company for any amounts claimed
due on account of: (a) Employee’s failure to pay or the Company’s failure
to withhold, or Employee’s delayed payment of, federal or state taxes; or
(b) damages sustained by the Company by reason of any such claims,
including attorneys’ fees and costs.


19.   Indemnification.  Each of the Parties agrees to indemnify and
hold harmless the other from and against any and all loss, costs, damages or
expenses, including, without limitation, attorneys’ fees or expenses incurred
by the other arising out of the breach of this Agreement, or from any false
representation made herein by that Party, or from any action or proceeding
which maybe commenced, prosecuted or threatened by that Party or for his/its
benefit, upon his/its initiative, direct or indirect, contrary to the
provisions of this Agreement.  The
Parties further agree that in any such action or proceeding, this Agreement may
be pled as a complete defense, or may be asserted by way of counterclaim or
cross-claim.


20.   Authority.  The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and to bind the
Company and all who may claim through it to the terms and conditions of this
Agreement.  Employee represents and warrants
that he has the capacity to act on his own behalf and on behalf of all who
might claim through him to bind them to the terms and conditions of this
Agreement.  Each Party warrants and
represents that there are no liens or claims of lien or assignments in law or
equity or otherwise of or against any of the claims or causes of action
released herein.


21.   No Representations.  Employee represents that he has had an
opportunity to consult with an attorney, and has carefully read and understands
the scope and effect of the provisions of this Agreement.  Neither party has relied upon any
representations or statements made by the other party hereto that are not
specifically set forth in this Agreement.


22.   Severability.  In the event that any provision hereof becomes
or is declared by a court of competent jurisdiction or arbitrator to be
illegal, unenforceable or void, this Agreement shall continue in full force and
effect without said provision.  The
Parties agree that to the extent any unenforceable provision can be re-drafted
to be made enforceable, they will agree to the court or arbitrator re-drafting
said provision.


23.   Attorneys’ Fees.  Except as provided in paragraph 6
hereof, in the event that either Party brings an action to enforce or effect
its rights under this Agreement, the prevailing party shall be entitled to
recover its costs and expenses, including the costs of mediation, arbitration,
litigation, court fees, plus reasonable attorneys’ fees, incurred in connection
with such an action.


24.   Entire Agreement.  This Agreement represents the entire
agreement and understanding between the Company and Employee concerning the
subject matter of this Agreement and Employee’s employment with, and separation
from, the Company and the events leading thereto and associated therewith, and
supersedes and replaces any and all prior agreements and understandings
concerning the subject matter of this Agreement and Employee’s relationship
with the Company,



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with the exception of the
Confidentiality Agreement, the Company’s Stock Plan, Employee’s Indemnification
Agreement, and any applicable Stock Option Agreement.


25.   No Oral Modification.  This Agreement may only be amended in writing
signed by Employee and the General Counsel of the Company.


26.   Governing Law.  This Agreement shall be governed by the laws
of the State of California.


27.   Effective Date.  This Agreement will become effective after it
has been signed by both parties and after seven days have passed since Employee
signed the Agreement (the “Effective Date”), unless revoked by Employee
pursuant to Section 7 of this Agreement.


28.   Counterparts.  This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned.


29.   Voluntary Execution of Agreement.  This Agreement is executed voluntarily and
without any duress or undue influence on the part or behalf of the Parties
hereto, with the full intent of releasing all claims.  The Parties acknowledge that:


(a)   They
have read this Agreement;


(b)   They
have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily
declined to seek such counsel;


(c)   They
understand the terms and consequences of this Agreement and of the releases it
contains;


(d)   They
are fully aware of the legal and binding effect of this Agreement.


IN WITNESS
WHEREOF, the Parties have executed this Agreement on the respective dates set
forth below.


	
  

  	
   

  	
  UTStarcom, Inc.

  
	
   

  	
   

  	
   

  
	
  Dated: 

  	
  April 13, 2006

  	
   

  	
   

  	
  /s/ Mark Green

  
	
   

  	
   

  	
  Mark Green

  
	
   

  	
   

  	
  Vice President, Human
  Resources

  
	
   

  	
   

  	
   

  
	
  Dated: 

  	
  April 13, 2006

  	
   

  	
   

  	
  Mike Sophie, an
  individual

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Mike Sophie

  
	
   

  	
   

  	
  Mike Sophie

  



 



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