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
6
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.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
PLAN, IF A COVERED EMPLOYEE IS A "SPECIFIED EMPLOYEE" WITHIN THE MEANING OF
SECTION 409A OF THE CODE AND ANY FINAL REGULATIONS AND GUIDANCE PROMULGATED
THEREUNDER ("SECTION 409A") AT THE TIME OF A COVERED EMPLOYEE'S TERMINATION,
THEN THE SEVERANCE AND BENEFITS PAYABLE TO THE COVERED EMPLOYEE PURSUANT TO THIS
PLAN (OTHER THAN DUE TO DEATH), IF ANY, AND ANY OTHER SEVERANCE PAYMENTS OR
SEPARATION BENEFITS WHICH MAY BE CONSIDERED DEFERRED COMPENSATION UNDER
SECTION 409A (TOGETHER, THE "DEFERRED COMPENSATION SEPARATION BENEFITS"), WHICH
ARE OTHERWISE DUE TO THE COVERED EMPLOYEE ON OR WITHIN THE SIX (6) MONTH PERIOD
FOLLOWING THE COVERED EMPLOYEE'S TERMINATION WILL ACCRUE DURING SUCH SIX
(6) MONTH PERIOD AND WILL BECOME PAYABLE IN A LUMP SUM PAYMENT ON THE DATE SIX
(6) MONTHS AND ONE (1) DAY FOLLOWING THE DATE OF THE COVERED EMPLOYEE'S
TERMINATION OF EMPLOYMENT OR THE DATE OF THE COVERED EMPLOYEE'S DEATH, IF
EARLIER.
ALL SUBSEQUENT DEFERRED COMPENSATION SEPARATION BENEFITS, IF ANY, WILL
BE PAYABLE IN ACCORDANCE WITH THE PAYMENT SCHEDULE APPLICABLE TO EACH PAYMENT OR
BENEFIT. THE FOREGOING PROVISIONS ARE INTENDED TO COMPLY WITH THE REQUIREMENTS
OF SECTION 409A SO THAT NONE OF THE SEVERANCE PAYMENTS AND BENEFITS TO BE
PROVIDED HEREUNDER WILL BE SUBJECT TO THE ADDITIONAL TAX IMPOSED UNDER
SECTION 409A, AND ANY AMBIGUITIES HEREIN WILL BE INTERPRETED TO SO COMPLY.
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