DISABILITIES ACT OF 1990, THE FAIR LABOR
STANDARDS ACT, THE CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE
SECTION 201, ET SEQ;
(III)
ANY AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND
REGULATIONS RELATING TO EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.
9.
MISCELLANEOUS PROVISIONS.
(A)
NO DUTY TO MITIGATE.
THE EMPLOYEE SHALL
NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT CONTEMPLATED BY THIS
AGREEMENT, NOR SHALL ANY SUCH PAYMENT BE REDUCED BY ANY 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 AND ANY
OUTSTANDING STOCK OPTION AGREEMENTS AND RESTRICTED STOCK PURCHASE 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 STOCK OPTION AGREEMENT OR RESTRICTED STOCK PURCHASE AGREEMENT.
7
(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
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/ Russell L. Boltwood
Title:
General Counsel
EMPLOYEE:
/s/ Francis P. Barton
Signature
Francis P. Barton
Printed Name
9