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 THE OFFER LETTER AGREEMENT
BETWEEN THE COMPANY AND THE EMPLOYEE DATED MAY 10, 2007, AND ANY OUTSTANDING
RESTRICTED CASH AGREEMENTS AND 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, ANY RESTRICTED CASH
AGREEMENT AND 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.
(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/ Mark Green
Title:
Senior VP, Human Resources
EMPLOYEE:
/s/ Peter Blackmore
Signature
Peter Blackmore
Printed Name
SIGNATURE PAGE TO CHANGE OF CONTROL/
INVOLUNTARY TERMINATION SEVERANCE AGREEMENT