EARNINGS THAT THE EMPLOYEE MAY RECEIVE FROM ANY
OTHER SOURCE.
(B)
WAIVER.
NO PROVISION OF THIS AGREEMENT MAY BE MODIFIED, WAIVED OR
DISCHARGED UNLESS THE MODIFICATION, WAIVER OR DISCHARGE IS AGREED TO IN WRITING
AND SIGNED BY THE EMPLOYEE AND BY AN AUTHORIZED OFFICER OF THE COMPANY (OTHER
THAN THE EMPLOYEE).
NO WAIVER BY EITHER PARTY OF ANY BREACH OF, OR OF
COMPLIANCE WITH, ANY CONDITION OR PROVISION OF THIS AGREEMENT BY THE OTHER PARTY
SHALL BE CONSIDERED A WAIVER OF ANY OTHER CONDITION OR PROVISION OR OF THE SAME
CONDITION OR PROVISION AT ANOTHER TIME.
(C)
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH ANY OUTSTANDING EQUITY
AWARD AGREEMENTS REFERENCED HEREIN REPRESENT THE ENTIRE AGREEMENT AND
UNDERSTANDING BETWEEN THE PARTIES AS TO THE SUBJECT MATTER HEREIN AND SUPERSEDE
ALL PRIOR OR CONTEMPORANEOUS AGREEMENTS, WHETHER WRITTEN OR ORAL, WITH RESPECT
TO THIS AGREEMENT AND ANY EQUITY AWARD AGREEMENTS.
(D)
CHOICE OF LAW.
THE VALIDITY, INTERPRETATION, CONSTRUCTION AND
PERFORMANCE OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL SUBSTANTIVE
LAWS, BUT NOT THE CONFLICTS OF LAW RULES, OF THE STATE OF CALIFORNIA.
(E)
SEVERABILITY.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
OR PROVISIONS OF THIS AGREEMENT SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY
OF ANY OTHER PROVISION HEREOF, WHICH SHALL REMAIN IN FULL FORCE AND EFFECT.
(F)
EMPLOYMENT TAXES.
ALL PAYMENTS MADE PURSUANT TO THIS AGREEMENT
SHALL BE SUBJECT TO WITHHOLDING OF APPLICABLE INCOME AND EMPLOYMENT TAXES.
(G)
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN COUNTERPARTS, EACH
OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH TOGETHER WILL CONSTITUTE
ONE AND THE SAME INSTRUMENT.
8
(H)
NO REPRESENTATIONS.
THE EMPLOYEE REPRESENTS THAT HE HAS HAD THE
OPPORTUNITY TO CONSULT WITH HIS ATTORNEYS AND TAX ADVISORS, AND HAS CAREFULLY
READ AND UNDERSTANDS THE SCOPE, EFFECT AND POTENTIAL TAX CONSEQUENCES OF THE
PROVISIONS OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE POTENTIAL
CONSEQUENCES OF SECTION 409A OF THE CODE.
THE EMPLOYEE REPRESENTS THAT HE IS
NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.
9
IN WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
of the Company by its duly authorized officer, as of the day and year first
above written.
COMPANY:
UTSTARCOM, INC.
By:
/s/ Susan Marsch
Title:
VP and General Counsel
EMPLOYEE:
/s/ Hong Liang Lu
Signature
Hong Liang Lu
Printed Name
SIGNATURE PAGE TO CHANGE OF CONTROL/
INVOLUNTARY TERMINATION SEVERANCE AGREEMENT