REQUIRED PAYROLL DEDUCTIONS.
8.
ADMINISTRATION.
THE COMPANY IS THE
ADMINISTRATOR OF THE PLAN (WITHIN THE MEANING OF SECTION 3(16)(A) OF ERISA).
THE PLAN WILL BE ADMINISTERED AND INTERPRETED BY THE ADMINISTRATOR (IN HIS OR
HER SOLE DISCRETION).
THE ADMINISTRATOR IS THE "NAMED FIDUCIARY" OF THE PLAN
FOR PURPOSES OF ERISA AND WILL BE SUBJECT TO THE FIDUCIARY STANDARDS OF ERISA
WHEN ACTING IN SUCH CAPACITY.
ANY DECISION MADE OR OTHER ACTION TAKEN BY THE
ADMINISTRATOR WITH RESPECT TO THE PLAN, AND ANY INTERPRETATION BY THE
ADMINISTRATOR OF ANY TERM OR CONDITION OF THE PLAN, OR ANY
5
RELATED DOCUMENT, WILL BE CONCLUSIVE AND BINDING ON ALL PERSONS AND BE GIVEN THE
MAXIMUM POSSIBLE DEFERENCE ALLOWED BY LAW.
THE ADMINISTRATOR HAS THE AUTHORITY
TO ACT FOR THE COMPANY (IN A NON-FIDUCIARY CAPACITY) AS TO ANY MATTER PERTAINING
TO THE PLAN; PROVIDED, HOWEVER, THAT THIS AUTHORITY DOES NOT APPLY WITH RESPECT
TO (A) THE COMPANY'S POWER TO AMEND OR TERMINATE THE PLAN OR (B) ANY ACTION THAT
COULD REASONABLY BE EXPECTED TO INCREASE SIGNIFICANTLY THE COST OF THE PLAN IS
SUBJECT TO THE PRIOR APPROVAL OF THE SENIOR OFFICER OF THE COMPANY.
THE
ADMINISTRATOR MAY DELEGATE IN WRITING TO ANY OTHER PERSON ALL OR ANY PORTION OF
HIS OR HER AUTHORITY OR RESPONSIBILITY WITH RESPECT TO THE PLAN.
9.
ELIGIBILITY TO PARTICIPATE.
THE
ADMINISTRATOR WILL NOT BE EXCLUDED FROM PARTICIPATING IN THE PLAN IF OTHERWISE
ELIGIBLE, BUT HE OR SHE IS NOT ENTITLED TO ACT OR 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 OR MODIFY THE PLAN AT ANY TIME, WITHOUT ADVANCE
NOTICE TO ANY COVERED EMPLOYEE; PROVIDED, HOWEVER, THAT NO AMENDMENT OR
MODIFICATION OF THE PLAN SHALL REDUCE THE SEVERANCE BENEFIT PAYABLE TO ANY
COVERED EMPLOYEE (UNLESS THE AFFECTED COVERED EMPLOYEE CONSENTS TO SUCH
AMENDMENT OR TERMINATION).
THE COMPANY SHALL OBTAIN CONSENT FROM A COVERED
EMPLOYEE PRIOR TO TERMINATING THE PLAN AS TO SUCH COVERED EMPLOYEE'S
PARTICIPATION IN THE PLAN.
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
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
PLAN, NO SEVERANCE BENEFITS TO BE PAID OR PROVIDED TO A COVERED EMPLOYEE, IF
ANY, PURSUANT TO THIS PLAN, WHEN CONSIDERED TOGETHER WITH ANY OTHER SEVERANCE
PAYMENTS OR SEPARATION BENEFITS THAT ARE CONSIDERED DEFERRED COMPENSATION UNDER
CODE SECTION 409A, AND THE FINAL REGULATIONS AND ANY GUIDANCE PROMULGATED
THEREUNDER ("SECTION 409A") (TOGETHER, THE "DEFERRED COMPENSATION SEPARATION
BENEFITS") WILL BE PAID OR OTHERWISE PROVIDED UNTIL THE COVERED EMPLOYEE HAS A
"SEPARATION FROM SERVICE" WITHIN THE MEANING OF SECTION 409A.
11.2
ANY SEVERANCE BENEFITS THAT WOULD BE CONSIDERED
DEFERRED COMPENSATION SEVERANCE BENEFITS WILL BE PAID ON, OR, IN THE CASE OF
INSTALLMENTS, WILL NOT COMMENCE UNTIL, THE SIXTIETH