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