0001047469-09-002115 Sample Contracts

UTSTARCOM, INC.
Stock Option Award Agreement • March 2nd, 2009 • Utstarcom Inc • Communications equipment, nec • California

Unless otherwise defined herein, the terms defined in the 2006 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

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UTSTARCOM, INC. AMENDMENT TO AMENDED AND RESTATED CHANGE OF CONTROL/INVOLUNTARY TERMINATION SEVERANCE AGREEMENT
Change of Control/Involuntary Termination Severance Agreement • March 2nd, 2009 • Utstarcom Inc • Communications equipment, nec

Hong Liang Lu (“Employee”) and UTStarcom, Inc. (the “Company”, and together with Employee, the “Parties”) desire to amend an Amended and Restated Change of Control/Involuntary Termination Severance Agreement dated January 30, 2008 (the “Agreement”) to bring the Agreement into documentary compliance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the final regulations and official guidance promulgated thereunder (together, “Section 409A”), for good and valuable consideration, as follows:

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