{"id":38239,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-plan-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-plan-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-plan-utstarcom-inc.html","title":{"rendered":"1995 Stock Plan &#8211; UTStarcom Inc."},"content":{"rendered":"<pre>                                  UTSTARCOM, INC.\n\n                                   1995 STOCK PLAN\n\n                           AS AMENDED ON NOVEMBER 27, 1996\n\n     1.   PURPOSES OF THE PLAN.  The purposes of this Stock Plan are to attract\nand retain the best available personnel for positions of substantial\nresponsibility, to provide additional incentive to Employees and Consultants of\nthe Company and its Subsidiaries and to promote the success of the Company's\nbusiness.  Options granted under the Plan may be Incentive Stock Options or\nNonstatutory Stock Options, as determined by the Administrator at the time of\ngrant of an Option and subject to the applicable provisions of Section 422 of\nthe Code and the regulations promulgated thereunder.  Stock Purchase Rights may\nalso be granted under the Plan.\n\n     2.   DEFINITIONS.  As used herein, the following definitions shall apply:\n\n          (a)  \"ADMINISTRATOR\" means the Board or any of its Committees\nappointed pursuant to Section 4 of the Plan.\n\n          (b)  \"BOARD\" means the Board of Directors of the Company.\n\n          (c)  \"CODE\" means the Internal Revenue Code of 1986, as amended.\n\n          (d)  \"COMMITTEE\"  means a Committee appointed by the Board of\nDirectors in accordance with Section 4 of the Plan.\n\n          (e)  \"COMMON STOCK\" means the Common Stock of the Company.\n\n          (f)  \"COMPANY\" means UTStarcom, Inc., a Delaware corporation.\n\n          (g)  \"CONSULTANT\" means any person who is engaged by the Company or\nany Parent or Subsidiary to render consulting or advisory services and is\ncompensated for such services, and any Director of the Company whether\ncompensated for such services or not.  If the Company registers any class of any\nequity security pursuant to the Exchange Act, the term Consultant shall\nthereafter not include Directors who are not compensated for their services or\nare paid only a Director's fee by the Company.\n\n          (h)  \"CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT\" means that the\nemployment or consulting relationship with the Company, any Parent or Subsidiary\nis not interrupted or terminated.  Continuous Status as an Employee or\nConsultant shall not be considered interrupted in the case of (i) any leave of\nabsence approved by the Company or (ii) transfers between locations of the\nCompany or between the Company, its Parent, any Subsidiary, or any successor.  A\nleave of absence approved by the Company shall include sick leave, military\nleave, or any other personal leave approved by an authorized representative of\nthe Company.  For purposes of Incentive Stock Options, no such leave may exceed\n90 days, unless reemployment upon expiration of such\n\n\n\n\nleave is guaranteed by statute or contract, including Company policies.  If\nreemployment upon expiration of a leave of absence approved by the Company is\nnot so guaranteed, on the 91st day of such leave any Incentive Stock Option held\nby the Optionee shall cease to be treated as an Incentive Stock Option and shall\nbe treated for tax purposes as a Nonstatutory Stock Option.\n\n          (i)  \"DIRECTOR\" means a member of the Board of Directors of the\nCompany.\n\n          (j)  \"EMPLOYEE\" means any person, including Officers and Directors,\nemployed by the Company or any Parent or Subsidiary of the Company.  The payment\nof a Director's fee by the Company shall not be sufficient to constitute\n\"employment\" by the Company.\n\n          (k)  \"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as\namended.\n\n          (l)  \"FAIR MARKET VALUE\" means, as of any date, the value of Common\nStock determined as follows:\n\n                   (i)   If the Common Stock is listed on any established stock\nexchange or a national market system, including without limitation the Nasdaq\nNational Market of the National Association of Securities Dealers, Inc.\nAutomated Quotation (\"NASDAQ\") System, its Fair Market Value shall be the\nclosing sales price for such stock (or the closing bid, if no sales were\nreported) as quoted on such exchange or system for the last market trading day\nprior to the time of determination and reported in THE WALL STREET JOURNAL or\nsuch other source as the Administrator deems reliable;\n\n                  (ii)   If the Common Stock is quoted on the NASDAQ System\n(but not on the Nasdaq National Market thereof) or regularly quoted by a\nrecognized securities dealer but selling prices are not reported, its Fair\nMarket Value shall be the mean between the high bid and low asked prices for the\nCommon Stock on the last market trading day prior to the day of determination;\nor\n\n                 (iii)   In the absence of an established market for the Common\nStock, the Fair Market Value thereof shall be determined in good faith by the\nAdministrator.\n\n          (m)  \"INCENTIVE STOCK OPTION\" means an Option intended to qualify as\nan incentive stock option within the meaning of Section 422 of the Code.\n\n          (n)  \"NONSTATUTORY STOCK OPTION\" means an Option not intended to\nqualify as an Incentive Stock Option.\n\n          (o)  \"OFFICER\" means a person who is an officer of the Company within\nthe meaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n\n          (p)  \"OPTION\" means a stock option granted pursuant to the Plan.\n\n\n                                         -2-\n\n\n          (q)  \"OPTIONED STOCK\" means the Common Stock subject to an Option or a\nStock Purchase Right.\n\n          (r)  \"OPTIONEE\" means an Employee or Consultant who receives an Option\nor Stock Purchase Right.\n\n          (s)  \"PARENT\" means a \"parent corporation,\" whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n          (t)  \"PLAN\" means this 1995 Stock Plan.\n\n          (u)  \"RESTRICTED STOCK\" means shares of Common Stock acquired pursuant\nto a grant of a Stock Purchase Right under Section 11 below.\n\n          (v)  \"SECTION 16(b)\" means Section 16(b) of the Securities Exchange\nAct of 1934, as amended.\n\n          (w)  \"SHARE\" means a share of the Common Stock, as adjusted in\naccordance with Section 12 below.\n\n          (x)  \"STOCK PURCHASE RIGHT\" means a right to purchase Common Stock\npursuant to Section 11 below.\n\n          (y)  \"SUBSIDIARY\" means a \"subsidiary corporation,\" whether now or\nhereafter existing, as defined in Section 424(f) of the Code.\n\n     3.   STOCK SUBJECT TO THE PLAN.  Subject to the provisions of Section 12 of\nthe Plan, the maximum aggregate number of Shares which may be subject to option\nand sold under the Plan is 4,552,616 Shares.  The Shares may be authorized but\nunissued, or reacquired Common Stock.\n\n          If an Option or Stock Purchase Right expires or becomes unexercisable\nwithout having been exercised in full, or is surrendered pursuant to an option\nexchange program, the unpurchased Shares which were subject thereto shall become\navailable for future grant or sale under the Plan (unless the Plan has\nterminated).  However, Shares that have actually been issued under the Plan,\nupon exercise of either an Option or Stock Purchase Right, shall not be returned\nto the Plan and shall not become available for future distribution under the\nPlan, except that if Shares of Restricted Stock are repurchased by the Company\nat their original purchase price, and the original purchaser of such Shares did\nnot receive any benefits of ownership of such Shares, such Shares shall become\navailable for future grant under the Plan.  For purposes of the preceding\nsentence, voting rights shall not be considered a benefit of Share ownership.\n\n     4.   ADMINISTRATION OF THE PLAN.\n\n\n                                         -3-\n\n\n          (a)  INITIAL PLAN PROCEDURE.  Prior to the date, if any, upon which\nthe Company becomes subject to the Exchange Act, the Plan shall be administered\nby the Board or a Committee appointed by the Board.\n\n          (b)  PLAN PROCEDURE AFTER THE DATE, IF ANY, UPON WHICH THE COMPANY\nBECOMES SUBJECT TO THE EXCHANGE ACT.\n\n                   (i)   MULTIPLE ADMINISTRATIVE BODIES.  If permitted by Rule\n16b-3, the Plan may be administered by different bodies with respect to\nDirectors, Officers and Employees who are neither Directors nor Officers.\n\n                  (ii)   ADMINISTRATION WITH RESPECT TO DIRECTORS AND OFFICERS.\nWith respect to grants of Options and Stock Purchase Rights to Employees who are\nalso Officers or Directors of the Company, the Plan shall be administered by\n(A) the Board if the Board may administer the Plan in compliance with the rules\nunder Rule 16b-3 promulgated under the Exchange Act or any successor thereto\n(\"Rule 16b-3\") relating to the disinterested administration of employee benefit\nplans under which Section 16(b) exempt discretionary grants and awards of equity\nsecurities are to be made, or (B) a Committee designated by the Board to\nadminister the Plan, which Committee shall be constituted to comply with the\nrules under Rule 16b-3 relating to the disinterested administration of employee\nbenefit plans under which Section 16(b) exempt discretionary grants and awards\nof equity securities are to be made.  Once appointed, such Committee shall\ncontinue to serve in its designated capacity until otherwise directed by the\nBoard.  From time to time the Board may increase the size of the Committee and\nappoint additional members thereof, remove members (with or without cause) and\nappoint new members in substitution therefor, fill vacancies, however caused,\nand remove all members of the Committee and thereafter directly administer the\nPlan, all to the extent permitted by the rules under Rule 16b-3 relating to the\ndisinterested administration of employee benefit plans under which Section 16(b)\nexempt discretionary grants and awards of equity securities are to be made.\n\n                 (iii)   ADMINISTRATION WITH RESPECT TO OTHER EMPLOYEES AND\nCONSULTANTS . With respect to grants of Options and Stock Purchase Rights to\nEmployees or Consultants who are neither Directors nor Officers of the Company,\nthe Plan shall be administered by (A) the Board or (B) a Committee designated by\nthe Board, which committee shall be constituted in such a manner as to satisfy\nthe legal requirements relating to the administration of incentive stock option\nplans, if any, of state corporate and securities laws, of the Code, and of any\napplicable stock exchange (the \"Applicable Laws\").  Once appointed, such\nCommittee shall continue to serve in its designated capacity until otherwise\ndirected by the Board.  From time to time the Board may increase the size of the\nCommittee and appoint additional members thereof, remove members (with or\nwithout cause) and appoint new members in substitution therefor, fill vacancies,\nhowever caused, and remove all members of the Committee and thereafter directly\nadminister the Plan, all to the extent permitted by the Applicable Laws.\n\n\n                                         -4-\n\n\n          (c)  POWERS OF THE ADMINISTRATOR.  Subject to the provisions of the\nPlan and, in the case of a Committee, the specific duties delegated by the Board\nto such Committee, and subject to the approval of any relevant authorities,\nincluding the approval, if required, of any stock exchange upon which the Common\nStock is listed, the Administrator shall have the authority in its discretion:\n\n                   (i)   to determine the Fair Market Value of the Common\nStock, in accordance with Section 2(l) of the Plan;\n\n                  (ii)   to select the Consultants and Employees to whom\nOptions and Stock Purchase Rights may from time to time be granted hereunder;\n\n                 (iii)   to determine whether and to what extent Options and\nStock Purchase Rights or any combination thereof are granted hereunder;\n\n                  (iv)   to determine the number of Shares to be covered by\neach such award granted hereunder;\n\n                   (v)   to approve forms of agreement for use under the Plan;\n\n                  (vi)   to determine the terms and conditions of any award\ngranted hereunder;\n\n                 (vii)   to determine whether and under what circumstances an\nOption may be settled in cash under subsection 9(f) instead of Common Stock;\n\n                (viii)   to reduce the exercise price of any Option to the then\ncurrent Fair Market Value if the Fair Market Value of the Common Stock covered\nby such Option has declined since the date the Option was granted; and\n\n                  (ix)   to construe and interpret the terms of the Plan and\nawards granted pursuant to the Plan.\n\n          (d)  EFFECT OF ADMINISTRATOR'S DECISION.  All decisions,\ndeterminations and interpretations of the Administrator shall be final and\nbinding on all Optionees and any other holders of any Options or Stock Purchase\nRights.\n\n     5.   ELIGIBILITY.\n\n          (a)  Nonstatutory Stock Options and Stock Purchase Rights may be\ngranted to Employees and Consultants.  Incentive Stock Options may be granted\nonly to Employees.  An Employee or Consultant who has been granted an Option or\nStock Purchase Right may, if otherwise eligible, be granted additional Options\nor Stock Purchase Rights.\n\n\n                                         -5-\n\n\n          (b)  Each Option shall be designated in the written option agreement\nas either an Incentive Stock Option or a Nonstatutory Stock Option.  However,\nnotwithstanding such designation, to the extent that the aggregate Fair Market\nValue of the Shares with respect to which Incentive Stock Options are\nexercisable for the first time by the Optionee during any calendar year (under\nall plans of the Company and any Parent or Subsidiary) exceeds $100,000, such\nOptions shall be treated as Nonstatutory Stock Options.  For purposes of this\nSection 5(b), Incentive Stock Options shall be taken into account in the order\nin which they were granted.  The Fair Market Value of the Shares shall be\ndetermined as of the time the Option with respect to such Shares is granted.\n\n          (c)  Neither the Plan nor any Option or Stock Purchase Right shall\nconfer upon any Optionee any right with respect to continuation of his or her\nemployment or consulting relationship with the Company, nor shall it interfere\nin any way with his or her right or the Company's right to terminate his or her\nemployment or consulting relationship at any time, with or without cause.\n\n          (d)  Upon the Company or a successor corporation issuing any class of\ncommon equity securities required to be registered under Section 12 of the\nExchange Act or upon the Plan being assumed by a corporation having a class of\ncommon equity securities required to be registered under Section 12 of the\nExchange Act, the following limitations shall apply to grants of Options and\nStock Purchase Rights to Employees:\n\n                   (i)   No Employee shall be granted, in any fiscal year of\nthe Company, Options and Stock Purchase Rights to purchase more than 1,200,000\nShares.\n\n                  (ii)   In connection with his or her initial employment, an\nEmployee may be granted Options and Stock Purchase Rights to purchase up to an\nadditional 1,200,000 Shares which shall not count against the limit set forth in\nsubsection (i) above.\n\n                 (iii)   The foregoing limitations shall be adjusted\nproportionately in connection with any change in the Company's capitalization as\ndescribed in Section 12.\n\n                  (iv)   If an Option or Stock Purchase Right is cancelled in\nthe same fiscal year of the Company in which it was granted (other than in\nconnection with a transaction described in Section 12), the cancelled Option or\nStock Purchase Right shall be counted against the limit set forth in subsection\n(i) above.  For this purpose, if the exercise price of an Option or Stock\nPurchase Right is reduced, such reduction will be treated as a cancellation of\nthe Option or Stock Purchase Right and the grant of a new Option or Stock\nPurchase Right.\n\n     6.   TERM OF PLAN.  The Plan shall become effective upon the earlier to\noccur of its adoption by the Board of Directors or its approval by the\nshareholders of the Company, as described in Section 18 of the Plan.  It shall\ncontinue in effect for a term of ten (10) years unless sooner terminated under\nSection 14 of the Plan.\n\n\n                                         -6-\n\n\n     7.   TERM OF OPTION.  The term of each Option shall be the term stated in\nthe Option Agreement; provided, however, that the term shall be no more than\nten (10) years from the date of grant thereof.  In the case of an Incentive\nStock Option granted to an Optionee who, at the time the Option is granted, owns\nstock representing more than ten percent (10%) of the voting power of all\nclasses of stock of the Company or any Parent or Subsidiary, the term of the\nOption shall be five (5) years from the date of grant thereof or such shorter\nterm as may be provided in the Option Agreement.\n\n     8.   OPTION EXERCISE PRICE AND CONSIDERATION.\n\n          (a)  The per share exercise price for the Shares to be issued upon\nexercise of an Option shall be such price as is determined by the Administrator,\nbut shall be subject to the following:\n\n                   (i)   In the case of an Incentive Stock Option\n\n                         (A)  granted to an Employee who, at the time of grant\nof such Option, owns stock representing more than ten percent (10%) of the\nvoting power of all classes of stock of the Company or any Parent or Subsidiary,\nthe per Share exercise price shall be no less than 110% of the Fair Market Value\nper Share on the date of grant.\n\n                         (B)  granted to any other Employee, the per Share\nexercise price shall be no less than 100% of the Fair Market Value per Share on\nthe date of grant.\n\n                  (ii)   In the case of a Nonstatutory Stock Option\n\n                         (A)  granted to a person who, at the time of grant of\nsuch Option, owns stock representing more than ten percent (10%) of the voting\npower of all classes of stock of the Company or any Parent or Subsidiary, the\nper Share exercise price shall be no less than 110% of the Fair Market Value per\nShare on the date of the grant.\n\n                         (B)  granted to any other person, the per Share\nexercise price shall be no less than 85% of the Fair Market Value per Share on\nthe date of grant.\n\n          (b)  The consideration to be paid for the Shares to be issued upon\nexercise of an Option, including the method of payment, shall be determined by\nthe Administrator (and, in the case of an Incentive Stock Option, shall be\ndetermined at the time of grant).  Such consideration  may consist of (1) cash,\n(2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares\nacquired upon exercise of an Option, have been owned by the Optionee for more\nthan six months on the date of surrender, and (y) have a Fair Market Value on\nthe date of surrender equal to the aggregate exercise price of the Shares as to\nwhich such Option shall be exercised, (5) delivery of a properly executed\nexercise notice together with such other documentation as the Administrator and\na broker, if applicable, shall require to effect an exercise of the Option and\ndelivery to the Company of\n\n\n                                         -7-\n\n\nthe sale or loan proceeds required to pay the exercise price, or (6) any\ncombination of the foregoing methods of payment.  In making its determination as\nto the type of consideration to accept, the Administrator shall consider if\nacceptance of such consideration may be reasonably expected to benefit the\nCompany.\n\n     9.   EXERCISE OF OPTION.\n\n          (a)  PROCEDURE FOR EXERCISE; RIGHTS AS A SHAREHOLDER. Any Option\ngranted hereunder shall be exercisable at such times and under such conditions\nas determined by the Administrator, including performance criteria with respect\nto the Company and\/or the Optionee, and as shall be permissible under the terms\nof the Plan, but in no case at a rate of less than 20% per year over five (5)\nyears from the date the Option is granted.\n\n               An Option may not be exercised for a fraction of a Share.\n\n               An Option shall be deemed to be exercised when written notice of\nsuch exercise has been given to the Company in accordance with the terms of the\nOption by the person entitled to exercise the Option and full payment for the\nShares with respect to which the Option is exercised has been received by the\nCompany.  Full payment may, as authorized by the Administrator, consist of any\nconsideration and method of payment allowable under Section 8(b) hereof.  Until\nthe issuance (as evidenced by the appropriate entry on the books of the Company\nor of a duly authorized transfer agent of the Company) of the stock certificate\nevidencing such Shares, no right to vote, receive dividends or any other rights\nas a shareholder shall exist with respect to the Optioned Stock, notwithstanding\nthe exercise of the Option.  The Company shall issue (or cause to be issued)\nsuch stock certificate promptly upon exercise of the Option.  No adjustment\nshall be made for a dividend or other right for which the record date is prior\nto the date the stock certificate is issued, except as provided in Section 12\nhereof.\n\n               Exercise of an Option in any manner shall result in a decrease in\nthe number of Shares which thereafter may be available, both for purposes of the\nPlan and for sale under the Option, by the number of Shares as to which the\nOption is exercised.\n\n          (b)  TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP. In the\nevent of termination of an Optionee's Continuous Status as an Employee or\nConsultant (but not in the event of an Optionee's change of status from Employee\nto Consultant (in which case an Employee's Incentive Stock Option shall\nautomatically convert to a Nonstatutory Stock Option on the date three (3)\nmonths and one day following such change of status) or from Consultant to\nEmployee), such Optionee may, but only within such period of time as is\ndetermined by the Administrator, of at least thirty (30) days, with such\ndetermination in the case of an Incentive Stock Option not exceeding three (3)\nmonths after the date of such termination (but in no event later than the\nexpiration date of the term of such Option as set forth in the Option\nAgreement), exercise his or her Option to the extent that the Optionee was\nentitled to exercise it at the date of such termination.  To the extent that the\nOptionee was not entitled to exercise the Option at the date of such\ntermination, or if the\n\n\n                                         -8-\n\n\nOptionee does not exercise such Option to the extent so entitled within the time\nspecified herein, the Option shall terminate.\n\n          (c)  DISABILITY OF OPTIONEE.  In the event of termination of an\nOptionee's Continuous Status as an Employee or Consultant as a result of his or\nher disability, the Optionee may, but only within twelve (12) months from the\ndate of such termination (and in no event later than the expiration date of the\nterm of such Option as set forth in the Option Agreement), exercise the Option\nto the extent otherwise entitled to exercise it at the date of such termination.\nIf such disability is not a \"disability\" as such term is defined in Section\n22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive\nStock Option shall automatically cease to be treated as an Incentive Stock\nOption and shall be treated for tax purposes as a Nonstatutory Stock Option on\nthe day three months and one day following such termination.  To the extent that\nthe Optionee was not entitled to exercise the Option at the date of termination,\nor if the Optionee does not exercise such Option to the extent so entitled\nwithin the time specified herein, the Option shall terminate, and the Shares\ncovered by such Option shall revert to the Plan.\n\n          (d)  DEATH OF OPTIONEE.  In the event of the death of an Optionee, the\nOption may be exercised at any time within twelve (12) months following the date\nof death (but in no event later than the expiration of the term of such Option\nas set forth in the Notice of Grant) by the Optionee's estate or by a person who\nacquired the right to exercise the Option by bequest or inheritance, but only to\nthe extent that the Optionee was entitled to exercise the Option on the date of\ndeath.  If, at the time of death, the Optionee was not entitled to exercise his\nor her entire Option, the Shares covered by the unexercisable portion of the\nOption shall immediately revert to the Plan.  If, after the Optionee's death,\nthe Optionee's estate or a person who acquires the right to exercise the Option\nby bequest or inheritance does not exercise the Option within the time specified\nherein, the Option shall terminate, and the Shares covered by such Option shall\nrevert to the Plan.\n\n          (e)  RULE 16b-3.  Options granted to persons subject to Section 16(b)\nof the Exchange Act must comply with Rule 16b-3 and shall contain such\nadditional conditions or restrictions as may be required thereunder to qualify\nfor the maximum exemption from Section 16 of the Exchange Act with respect to\nPlan transactions.\n\n          (f)  BUYOUT PROVISIONS.  The Administrator may at any time offer to\nbuy out for a payment in cash or Shares, an Option previously granted, based on\nsuch terms and conditions as the Administrator shall establish and communicate\nto the Optionee at the time that such offer is made.\n\n     10.  NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS.  Options and\nStock Purchase Rights may not be sold, pledged, assigned, hypothecated,\ntransferred, or disposed of in any manner other than by will or by the laws of\ndescent or distribution and may be exercised, during the lifetime of the\nOptionee, only by the Optionee.\n\n     11.  STOCK PURCHASE RIGHTS.\n\n\n                                         -9-\n\n\n          (a)  RIGHTS TO PURCHASE.  Stock Purchase Rights may be issued either\nalone, in addition to, or in tandem with other awards granted under the Plan\nand\/or cash awards made outside of the Plan.  After the Administrator determines\nthat it will offer Stock Purchase Rights under the Plan, it shall advise the\nofferee in writing of the terms, conditions and restrictions related to the\noffer, including the number of Shares that such person shall be entitled to\npurchase, the price to be paid, and the time within which such person must\naccept such offer, which shall in no event exceed thirty (30) days from the date\nupon which the Administrator makes the determination to grant the Stock Purchase\nRight.  The offer shall be accepted by execution of a Restricted Stock purchase\nagreement in the form determined by the Administrator.  Shares purchased\npursuant to the grant of a Stock Purchase Right shall be referred to herein as\n\"Restricted Stock.\"\n\n          (b)  REPURCHASE OPTION.  Unless the Administrator determines\notherwise, the Restricted Stock purchase agreement shall grant the Company a\nrepurchase option exercisable upon the voluntary or involuntary termination of\nthe purchaser's employment with the Company for any reason (including death or\ndisability).  The purchase price for Shares repurchased pursuant to the\nRestricted Stock purchase agreement shall be the original price paid by the\npurchaser and may be paid by cancellation of any indebtedness of the purchaser\nto the Company.  The repurchase option shall lapse at such rate as the\nAdministrator may determine, but in no case at a rate of less than 20% per year\nover five years from the date of purchase.\n\n          (c)  OTHER PROVISIONS.  The Restricted Stock purchase agreement shall\ncontain such other terms, provisions and conditions not inconsistent with the\nPlan as may be determined by the Administrator in its sole discretion.  In\naddition, the provisions of Restricted Stock purchase agreements need not be the\nsame with respect to each purchaser.\n\n          (d)  RIGHTS AS A SHAREHOLDER.  Once the Stock Purchase Right is\nexercised, the purchaser shall have rights equivalent to those of a shareholder\nand shall be a shareholder when his or her purchase is entered upon the records\nof the duly authorized transfer agent of the Company.  No adjustment shall be\nmade for a dividend or other right for which the record date is prior to the\ndate the Stock Purchase Right is exercised, except as provided in Section 12 of\nthe Plan.\n\n     12.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION OR MERGER.\n\n          (a)  CHANGES IN CAPITALIZATION.  Subject to any required action by the\nshareholders of the Company, the number of shares of Common Stock covered by\neach outstanding Option or Stock Purchase Right, and the number of shares of\nCommon Stock which have been authorized for issuance under the Plan but as to\nwhich no Options or Stock Purchase Rights have yet been granted or which have\nbeen returned to the Plan upon cancellation or expiration of an Option or Stock\nPurchase Right, as well as the price per share of Common Stock covered by each\nsuch outstanding Option or Stock Purchase Right, shall be proportionately\nadjusted for any increase or decrease in the number of issued shares of Common\nStock resulting from a stock split, reverse stock split, stock dividend,\ncombination or reclassification of the Common Stock, or any other increase or\ndecrease in the number of issued shares of Common Stock effected without receipt\nof consideration by the\n\n\n                                         -10-\n\n\nCompany.  The conversion of any convertible securities of the Company shall not\nbe deemed to have been \"effected without receipt of consideration.\"  Such\nadjustment shall be made by the Board, whose determination in that respect shall\nbe final, binding and conclusive.  Except as expressly provided herein, no\nissuance by the Company of shares of stock of any class, or securities\nconvertible into shares of stock of any class, shall affect, and no adjustment\nby reason thereof shall be made with respect to, the number or price of shares\nof Common Stock subject to an Option or Stock Purchase Right.\n\n          (b)  DISSOLUTION OR LIQUIDATION.  In the event of the proposed\ndissolution or liquidation of the Company, the Administrator shall notify the\nOptionee at least fifteen (15) days prior to such proposed action.  To the\nextent it has not been previously exercised, the Option or Stock Purchase Right\nshall terminate immediately prior to the consummation of such proposed action.\n\n          (c)  MERGER.  In the event of a merger of the Company with or into\nanother corporation, each outstanding Option or Stock Purchase Right may be\nassumed or an equivalent option or right may be substituted by such successor\ncorporation or a parent or subsidiary of such successor corporation.  If, in\nsuch event, an Option or Stock Purchase Right is not assumed or substituted, the\nOption or Stock Purchase Right shall terminate as of the date of the closing of\nthe merger.  For the purposes of this paragraph, the Option or Stock Purchase\nRight shall be considered assumed if, following the merger, the Option or Stock\nPurchase Right confers the right to purchase or receive, for each Share of\nOptioned Stock subject to the Option or Stock Purchase Right immediately prior\nto the merger, the consideration (whether stock, cash, or other securities or\nproperty) received in the merger by holders of Common Stock for each Share held\non the effective date of the transaction (and if the holders are offered a\nchoice of consideration, the type of consideration chosen by the holders of a\nmajority of the outstanding Shares).  If such consideration received in the\nmerger is not solely common stock of the successor corporation or its Parent,\nthe Administrator may, with the consent of the successor corporation, provide\nfor the consideration to be received upon the exercise of the Option or Stock\nPurchase Right, for each Share of Optioned Stock subject to the Option or Stock\nPurchase Right, to be solely common stock of the successor corporation or its\nParent equal in fair market value to the per share consideration received by\nholders of Common Stock in the merger.\n\n     13.  TIME OF GRANTING OPTIONS AND STOCK PURCHASE RIGHTS.  The date of grant\nof an Option or Stock Purchase Right shall, for all purposes, be the date on\nwhich the Administrator makes the determination granting such Option or Stock\nPurchase Right, or such other date as is determined by the Administrator.\nNotice of the determination shall be given to each Employee or Consultant to\nwhom an Option or Stock Purchase Right is so granted within a reasonable time\nafter the date of such grant.\n\n     14.  AMENDMENT AND TERMINATION OF THE PLAN.\n\n\n                                         -11-\n\n\n          (a)  AMENDMENT AND TERMINATION.  The Board may at any time amend,\nalter, suspend or discontinue the Plan, but no amendment, alteration, suspension\nor discontinuation shall be made which would impair the rights of any Optionee\nunder any grant theretofore made, without his or her consent.  In addition, to\nthe extent necessary and desirable to comply with Rule 16b-3 under the Exchange\nAct or with Section 422 of the Code (or any other applicable law or regulation,\nincluding the requirements of the NASD or an established stock exchange), the\nCompany shall obtain shareholder approval of any Plan amendment in such a manner\nand to such a degree as required.\n\n          (b)  EFFECT OF AMENDMENT OR TERMINATION.  Any such amendment or\ntermination of the Plan shall not affect Options or Stock Purchase Rights\nalready granted, and such Options and Stock Purchase Rights shall remain in full\nforce and effect as if this Plan had not been amended or terminated, unless\nmutually agreed otherwise between the Optionee and the Administrator, which\nagreement must be in writing and signed by the Optionee and the Company.\n\n     15.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be issued\npursuant to the exercise of an Option or Stock Purchase Right unless the\nexercise of such Option or Stock Purchase Right and the issuance and delivery of\nsuch Shares pursuant thereto shall comply with all relevant provisions of law,\nincluding, without limitation, the Securities Act of 1933, as amended, the\nExchange Act, the rules and regulations promulgated thereunder, and the\nrequirements of any stock exchange upon which the Shares may then be listed, and\nshall be further subject to the approval of counsel for the Company with respect\nto such compliance.\n\n          As a condition to the exercise of an Option or Stock Purchase Right,\nthe Company may require the person exercising such Option or Stock Purchase\nRight to represent and warrant at the time of any such exercise that the Shares\nare being purchased only for investment and without any present intention to\nsell or distribute such Shares if, in the opinion of counsel for the Company,\nsuch a representation is required by any of the aforementioned relevant\nprovisions of law.\n\n     16.  RESERVATION OF SHARES.  The Company, during the term of this Plan,\nshall at all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n          The inability of the Company to obtain authority from any regulatory\nbody having jurisdiction, which authority is deemed by the Company's counsel to\nbe necessary to the lawful issuance and sale of any Shares hereunder, shall\nrelieve the Company of any liability in respect of the failure to issue or sell\nsuch Shares as to which such requisite authority shall not have been obtained.\n\n     17.  AGREEMENTS.  Options and Stock Purchase Rights shall be evidenced by\nwritten agreements in such form as the Administrator shall approve from time to\ntime.\n\n\n                                         -12-\n\n\n     18.  SHAREHOLDER APPROVAL.  Continuance of the Plan shall be subject to\napproval by the shareholders of the Company within twelve (12) months before or\nafter the date the Plan is adopted.  Such shareholder approval shall be obtained\nin the degree and manner required under applicable state and federal law and the\nrules of any stock exchange upon which the Common Stock is listed.\n\n     19.  INFORMATION TO OPTIONEES AND PURCHASERS.  The Company shall provide to\neach Optionee and to each individual who acquires Shares pursuant to the Plan,\nnot less frequently than annually during the period such Optionee or purchaser\nhas one or more Options or Stock Purchase Rights outstanding, and, in the case\nof an individual who acquires Shares pursuant to the Plan, during the period\nsuch individual owns such Shares, copies of annual financial statements.  The\nCompany shall not be required to provide such statements to key employees whose\nduties in connection with the Company assure their access to equivalent\ninformation.\n\n\n                                         -13-\n\n\n\n\n                                   UTSTARCOM, INC.\n\n                                   1995 STOCK PLAN\n\n                                   NOTICE OF GRANT\n\n\n     Unless otherwise defined herein, the terms defined in the Plan shall have\nthe same defined meanings in this Notice of Grant.\n\nName\n\nAddress\n\n     You have been granted an option to purchase Common Stock of the Company,\nsubject to the terms and conditions of the Plan, the Option Agreement and this\nNotice of Grant, as follows:\n\n\n    Date of Grant\n                                        ------------\n    Vesting Commencement Date          VCD\n    Exercise Price per Share           $\n                                        ---------\n\n    Total Number of Shares Granted     Shares\n    Total Exercise Price               $Price\n\n    Type of Option:                          Incentive Stock Option\n                                       ----\n                                             Nonstatutory Stock Option\n                                       ----\n    Term\/Expiration Date:\n                                       -------------\n\n\n     VESTING SCHEDULE:\n\n     This Option may be exercised, in whole or in part, in accordance with the\nfollowing schedule:\n\n     1\/3 of the Shares subject to the Option shall vest twelve months after the\nVesting Commencement Date, and 1\/3 of the Shares subject to the Option shall\nvest on each of the second and third anniversaries of the Vesting Commencement\nDate thereafter.\n\n     TERMINATION PERIOD:\n\n     This Option may be exercised for 90 days after termination of your\nemployment or consulting relationship, or such longer period as may be\napplicable upon death or disability of Optionee as provided in the Plan.  In the\nevent of your change in status from Employee to Consultant or Consultant to\nEmployee, this Option shall remain in effect.  In no event shall this Option be\nexercised later than the Term\/Expiration Date as provided above.\n\n\n\n\n                                   UTSTARCOM, INC.\n\n                                   1995 STOCK PLAN\n\n                                STOCK OPTION AGREEMENT\n\n\n     1.   GRANT OF OPTION.  UTStarcom, Inc., a Delaware corporation (the\n\"Company\"), hereby grants to the Optionee named in the Notice of Grant (the\n\"Optionee\"), an option (the \"Option\") to purchase the total number of shares of\nCommon Stock (the \"Shares\") set forth in the Notice of Grant, at the exercise\nprice per share set forth in the Notice of Grant (the \"Exercise Price\") subject\nto the terms, definitions and provisions of the 1995 Stock Plan (the \"Plan\")\nadopted by the Company, which is incorporated herein by reference.  Unless\notherwise defined herein, the terms defined in the Plan shall have the same\ndefined meanings in this Option Agreement.\n\n          If designated in the Notice of Grant as an Incentive Stock Option\n(\"ISO\"), this Option is intended to qualify as an Incentive Stock Option as\ndefined in Section 422 of the Code.  Nevertheless, to the extent that it exceeds\nthe $100,000 rule of Code Section 422(d), this Option shall be treated as a\nNonstatutory Stock Option (\"NSO\").\n\n     2.   EXERCISE OF OPTION.\n\n          (a)  RIGHT TO EXERCISE.  This Option shall be exercisable during its\nterm in accordance with the Vesting Schedule set out in the Notice of Grant and\nwith the applicable provisions of the Plan and this Option Agreement.  In the\nevent of Optionee's death, disability or other termination of the employment or\nconsulting relationship, this Option shall be exercisable in accordance with the\napplicable provisions of the Plan and this Option Agreement.\n\n          (b)  METHOD OF EXERCISE.  This Option shall be exercisable by written\nnotice (in the form attached as Exhibit A) which shall state the election to\nexercise the Option, the number of Shares in respect of which the Option is\nbeing exercised, and such other representations and agreements as to the\nholder's investment intent with respect to such shares of Common Stock as may be\nrequired by the Company pursuant to the provisions of the Plan.  Such written\nnotice shall be signed by the Optionee and shall be delivered in person or by\ncertified mail to the Secretary of the Company.  The written notice shall be\naccompanied by payment of the Exercise Price.  This Option shall be deemed to be\nexercised upon receipt by the Company of such written notice accompanied by the\nExercise Price.\n\n          No Shares will be issued pursuant to the exercise of an Option unless\nsuch issuance and such exercise shall comply with all relevant provisions of law\nand the requirements of any stock exchange upon which the Shares may then be\nlisted.  Assuming such compliance, for income\n\n\n                                         -2-\n\n\ntax purposes the Shares shall be considered transferred to the Optionee on the\ndate on which the Option is exercised with respect to such Shares.\n\n     3.   OPTIONEE'S REPRESENTATIONS.  In the event the Shares purchasable\npursuant to the exercise of this Option have not been registered under the\nSecurities Act of 1933, as amended, at the time this Option is exercised,\nOptionee shall, if required by the Company, concurrently with the exercise of\nall or any portion of this Option, deliver to the Company his or her Investment\nRepresentation Statement in the form attached hereto as Exhibit B, and shall\nread the applicable rules of the Commissioner of Corporations attached to such\nInvestment Representation Statement.\n\n     4.   METHOD OF PAYMENT.  Payment of the Exercise Price shall be by any of\nthe following, or a combination thereof, at the election of the Optionee:\n\n          (a)  cash;\n\n          (b)  check;\n\n          (c)  surrender of other shares of Common Stock of the Company which\n(A) in the case of Shares acquired pursuant to the exercise of a Company option,\nhave been owned by the Optionee for more than six (6) months on the date of\nsurrender, and (B) have a Fair Market Value on the date of surrender equal to\nthe Exercise Price of the Shares as to which the Option is being exercised; or\n\n          (d)  delivery of a properly executed exercise notice together with\nsuch other documentation as the Administrator and the broker, if applicable,\nshall require to effect an exercise of the Option and delivery to the Company of\nthe sale or loan proceeds required to pay the Exercise Price.\n\n     5.   RESTRICTIONS ON EXERCISE.  This Option may not be exercised until such\ntime as the Plan has been approved by the shareholders of the Company, or if the\nissuance of such Shares upon such exercise or the method of payment of\nconsideration for such shares would constitute a violation of any applicable\nfederal or state securities or other law or regulation, including any rule under\nPart 207 of Title 12 of the Code of Federal Regulations (\"Regulation G\") as\npromulgated by the Federal Reserve Board.\n\n     6.   TERMINATION OF RELATIONSHIP.  In the event an Optionee's Continuous\nStatus as an Employee or Consultant terminates, Optionee may, to the extent\notherwise so entitled at the date of such termination (the \"Termination Date\"),\nexercise this Option during the Termination Period set out in the Notice of\nGrant.  To the extent that Optionee was not entitled to exercise this Option at\nthe date of such termination, or if Optionee does not exercise this Option\nwithin the time specified herein, the Option shall terminate.\n\n\n                                         -3-\n\n\n     7.   DISABILITY OF OPTIONEE.  Notwithstanding the provisions of Section 6\nabove, in the event of termination of an Optionee's consulting relationship or\nContinuous Status as an Employee as a result of his or her disability, Optionee\nmay, but only within twelve (12) months from the date of such termination (and\nin no event later than the expiration date of the term of such Option as set\nforth in the Option Agreement), exercise the Option to the extent otherwise\nentitled to exercise it at the date of such termination; provided, however, that\nif such disability is not a \"disability\" as such term is defined in Section\n22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive\nStock Option shall cease to be treated as an Incentive Stock Option and shall be\ntreated for tax purposes as a Nonstatutory Stock Option on the day three months\nand one day following such termination.  To the extent that Optionee was not\nentitled to exercise the Option at the date of termination, or if Optionee does\nnot exercise such Option to the extent so entitled within the time specified\nherein, the Option shall terminate, and the Shares covered by such Option shall\nrevert to the Plan.\n\n     8.   DEATH OF OPTIONEE.  In the event of termination of Optionee's\nContinuous Status as an Employee or Consultant as a result of the death of\nOptionee, the Option may be exercised at any time within twelve (12) months\nfollowing the date of death (but in no event later than the date of expiration\nof the term of this Option as set forth in Section 10 below), by Optionee's\nestate or by a person who acquired the right to exercise the Option by bequest\nor inheritance, but only to the extent the Optionee could exercise the Option at\nthe date of death.\n\n     9.   NON-TRANSFERABILITY OF OPTION.  This Option may not be transferred in\nany manner otherwise than by will or by the laws of descent or distribution and\nmay be exercised during the lifetime of Optionee only by Optionee.  The terms of\nthis Option shall be binding upon the executors, administrators, heirs,\nsuccessors and assigns of the Optionee.\n\n     10.  TERM OF OPTION.  This Option may be exercised only within the term set\nout in the Notice of Grant, and may be exercised during such term only in\naccordance with the Plan and the terms of this Option.  The limitations set out\nin Section 7 of the Plan regarding Options designated as Incentive Stock Options\nand Options granted to more than ten percent (10%) shareholders shall apply to\nthis Option.\n\n     11.  TAX CONSEQUENCES.  Set forth below is a brief summary as of the date\nof this Option of some of the federal and state tax consequences of exercise of\nthis Option and disposition of the Shares.  THIS SUMMARY IS NECESSARILY\nINCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE.  OPTIONEE\nSHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE\nSHARES.\n\n          (a)  EXERCISE OF ISO.  If this Option qualifies as an ISO, there will\nbe no regular federal income tax liability or state income tax liability upon\nthe exercise of the Option, although the excess, if any, of the Fair Market\nValue of the Shares on the date of exercise over the Exercise Price will be\ntreated as an adjustment to the alternative minimum tax for federal tax purposes\nand may subject the Optionee to the alternative minimum tax in the year of\nexercise.\n\n\n                                         -4-\n\n\n          (b)  EXERCISE OF ISO FOLLOWING DISABILITY.  If the Optionee's\nContinuous Status as an Employee or Consultant terminates as a result of\ndisability that is not total and permanent disability as defined in Section\n22(e)(3) of the Code, to the extent permitted on the date of termination, the\nOptionee must exercise an ISO within three months of such termination for the\nISO to be qualified as an ISO.\n\n          (c)  EXERCISE OF NONSTATUTORY STOCK OPTION.  There may be a regular\nfederal income tax liability and state income tax liability upon the exercise of\na Nonstatutory Stock Option.  The Optionee will be treated as having received\ncompensation income (taxable at ordinary income tax rates) equal to the excess,\nif any, of the Fair Market Value of the Shares on the date of exercise over the\nExercise Price.  If Optionee is an Employee or a former Employee, the Company\nwill be required to withhold from Optionee's compensation or collect from\nOptionee and pay to the applicable taxing authorities an amount in cash equal to\na percentage of this compensation income at the time of exercise, and may refuse\nto honor the exercise and refuse to deliver Shares if such withholding amounts\nare not delivered at the time of exercise.\n\n          (d)  DISPOSITION OF SHARES.  In the case of an NSO, if Shares are held\nfor at least one year, any gain realized on disposition of the Shares will be\ntreated as long-term capital gain for federal and state income tax purposes.  In\nthe case of an ISO, if Shares transferred pursuant to the Option are held for at\nleast one year after exercise and are disposed of at least two years after the\nDate of Grant, any gain realized on disposition of the Shares will also be\ntreated as long-term capital gain for federal and state income tax purposes.  If\nShares purchased under an ISO are disposed of within such one-year period or\nwithin two years after the Date of Grant, any gain realized on such disposition\nwill be treated as compensation income (taxable at ordinary income rates) to the\nextent of the difference between the Exercise Price and the lesser of (1) the\nFair Market Value of the Shares on the date of exercise, or (2) the sale price\nof the Shares.\n\n          (e)  NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.  If the Option\ngranted to Optionee herein is an ISO, and if Optionee sells or otherwise\ndisposes of any of the Shares acquired pursuant to the ISO on or before the\nlater of (1) the date two years after the Date of Grant, or (2) the date one\nyear after the date of exercise, the Optionee shall immediately notify the\nCompany in writing of such disposition.  Optionee agrees that Optionee may be\nsubject to income tax withholding by the Company on the compensation income\nrecognized by the Optionee.\n\n     12.  ENTIRE AGREEMENT; GOVERNING LAW.  The Plan is incorporated herein by\nreference.  The Plan and this Option Agreement constitute the entire agreement\nof the parties with respect to the subject matter hereof and supersede in their\nentirety all prior undertakings and agreements of the Company and Optionee with\nrespect to the subject matter hereof, and may not be modified adversely to the\nOptionee's interest except by means of a writing signed by the Company and\nOptionee.\n\n\n                                         -5-\n\n\nThis agreement is governed by California law except for that body of law\npertaining to conflict of laws.\n\n\n                              UTSTARCOM, INC.\n                              a Delaware corporation\n\n\n                              By:\n                                  ------------------------------------\n\n\n     OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE\nOPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE WILL\nOF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR\nACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT\nNOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS\nINCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH\nRESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL\nIT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO\nTERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT\nCAUSE.\n\n     Optionee acknowledges receipt of a copy of the Plan and represents that he\nis familiar with the terms and provisions thereof, and hereby accepts this\nOption subject to all of the terms and provisions thereof.  Optionee has\nreviewed the Plan and this Option in their entirety, has had an opportunity to\nobtain the advice of counsel prior to executing this Option and fully\nunderstands all provisions of the Option.  Optionee hereby agrees to accept as\nbinding, conclusive and final all decisions or interpretations of the\nAdministrator upon any questions arising under the Plan or this Option.\nOptionee further agrees to notify the Company upon any change in the residence\naddress indicated below.\n\nDated:\n       ---------------      ------------------------------\n                              Optionee\n\n                              Residence Address:\n\n                              --------------------\n\n                              --------------------\n\n                              --------------------\n\n\n                                         -6-\n\n\n                                      EXHIBIT A\n\n                                   1995 STOCK PLAN\n\n                                   EXERCISE NOTICE\n\n\nUTSTARCOM, INC.\n333 Hegenberger Road, Suite 328\nOakland, CA  94621\n\nAttention:  Secretary\n\n     1.   EXERCISE OF OPTION.  Effective as of today, ___________, 19__, the\nundersigned (\"Optionee\") hereby elects to exercise Optionee's option to purchase\n_________ shares of the Common Stock (the \"Shares\") of UTSTARCOM, INC. (the\n\"Company\") under and pursuant to the 1995 Stock Plan, as amended (the \"Plan\")\nand the [  ] Incentive [  ] Nonstatutory Stock Option Agreement dated ________,\n19__ (the \"Option Agreement\").\n\n     2.   REPRESENTATIONS OF OPTIONEE.  Optionee acknowledges that Optionee has\nreceived, read and understood the Plan and the Option Agreement and agrees to\nabide by and be bound by their terms and conditions.\n\n     3.   RIGHTS AS SHAREHOLDER.  Until the stock certificate evidencing such\nShares is issued (as evidenced by the appropriate entry on the books of the\nCompany or of a duly authorized transfer agent of the Company), no right to vote\nor receive dividends or any other rights as a shareholder shall exist with\nrespect to the Optioned Stock, notwithstanding the exercise of the Option.  The\nCompany shall issue (or cause to be issued) such stock certificate promptly\nafter the Option is exercised.  No adjustment will be made for a dividend or\nother right for which the record date is prior to the date the stock certificate\nis issued, except as provided in Section 12 of the Plan.\n\n          Optionee shall enjoy rights as a shareholder until such time as\nOptionee disposes of the Shares or the Company and\/or its assignee(s) exercises\nthe Right of First Refusal hereunder.  Upon such exercise, Optionee shall have\nno further rights as a holder of the Shares so purchased except the right to\nreceive payment for the Shares so purchased in accordance with the provisions of\nthis Agreement, and Optionee shall forthwith cause the certificate(s) evidencing\nthe Shares so purchased to be surrendered to the Company for transfer or\ncancellation.\n\n     4.   COMPANY'S RIGHT OF FIRST REFUSAL.  Before any Shares held by Optionee\nor any transferee (either being sometimes referred to herein as the \"Holder\")\nmay be sold or otherwise transferred (including transfer by gift or operation of\nlaw), the Company or its assignee(s) shall have a right of first refusal to\npurchase the Shares on the terms and conditions set forth in this Section (the\n\"Right of First Refusal\").\n\n\n\n\n          (a)  NOTICE OF PROPOSED TRANSFER.  The Holder of the Shares shall\ndeliver to the Company a written notice (the \"Notice\") stating:  (i) the\nHolder's bona fide intention to sell or otherwise transfer such Shares; (ii) the\nname of each proposed purchaser or other transferee (\"Proposed Transferee\");\n(iii) the number of Shares to be transferred to each Proposed Transferee; and\n(iv) the bona fide cash price or other consideration for which the Holder\nproposes to transfer the Shares (the \"Offered Price\"), and the Holder shall\noffer the Shares at the Offered Price to the Company or its assignee(s).\n\n          (b)  EXERCISE OF RIGHT OF FIRST REFUSAL.  At any time within thirty\n(30) days after receipt of the Notice, the Company and\/or its assignee(s) may,\nby giving written notice to the Holder, elect to purchase all, but not less than\nall, of the Shares proposed to be transferred to any one or more of the Proposed\nTransferees, at the purchase price determined in accordance with subsection (c)\nbelow.\n\n          (c)  PURCHASE PRICE.  The purchase price (\"Purchase Price\") for the\nShares purchased by the Company or its assignee(s) under this Section shall be\nthe Offered Price.  If the Offered Price includes consideration other than cash,\nthe cash equivalent value of the non-cash consideration shall be determined by\nthe Board of Directors of the Company in good faith.\n\n          (d)  PAYMENT.  Payment of the Purchase Price shall be made, at the\noption of the Company or its assignee(s), in cash (by check), by cancellation of\nall or a portion of any outstanding indebtedness of the Holder to the Company\n(or, in the case of repurchase by an assignee, to the assignee), or by any\ncombination thereof within 30 days after receipt of the Notice or in the manner\nand at the times set forth in the Notice.\n\n          (e)  HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed in the\nNotice to be transferred to a given Proposed Transferee are not purchased by the\nCompany and\/or its assignee(s) as provided in this Section, then the Holder may\nsell or otherwise transfer such Shares to that Proposed Transferee at the\nOffered Price or at a higher price, provided that such sale or other transfer is\nconsummated within 120 days after the date of the Notice and provided further\nthat any such sale or other transfer is effected in accordance with any\napplicable securities laws and the Proposed Transferee agrees in writing that\nthe provisions of this Section shall continue to apply to the Shares in the\nhands of such Proposed Transferee.  If the Shares described in the Notice are\nnot transferred to the Proposed Transferee within such period, a new Notice\nshall be given to the Company, and the Company and\/or its assignees shall again\nbe offered the Right of First Refusal before any Shares held by the Holder may\nbe sold or otherwise transferred.\n\n          (f)  EXCEPTION FOR CERTAIN FAMILY TRANSFERS.  Anything to the contrary\ncontained in this Section notwithstanding, the transfer of any or all of the\nShares during the Optionee's lifetime or on the Optionee's death by will or\nintestacy to the Optionee's immediate family or a trust for the benefit of the\nOptionee's immediate family shall be exempt from the provisions of this Section.\n\"Immediate Family\" as used herein shall mean spouse, lineal descendant or\nantecedent, father, mother, brother or sister.  In such case, the transferee or\nother recipient shall receive and\n\n\n                                         -2-\n\n\nhold the Shares so transferred subject to the provisions of this Section, and\nthere shall be no further transfer of such Shares except in accordance with the\nterms of this Section.\n\n          (g)  TERMINATION OF RIGHT OF FIRST REFUSAL.  The Right of First\nRefusal shall terminate as to any Shares 90 days after the first sale of Common\nStock of the Company to the general public pursuant to a registration statement\nfiled with and declared effective by the Securities and Exchange Commission\nunder the Securities Act of 1933, as amended.\n\n     5.   TAX CONSULTATION.  Optionee understands that Optionee may suffer\nadverse tax consequences as a result of Optionee's purchase or disposition of\nthe Shares.  Optionee represents that Optionee has consulted with any tax\nconsultants Optionee deems advisable in connection with the purchase or\ndisposition of the Shares and that Optionee is not relying on the Company for\nany tax advice.\n\n     6.   RESTRICTIVE LEGENDS AND STOP-TRANSFER ORDERS.\n\n          (a)  LEGENDS.  Optionee understands and agrees that the Company shall\ncause the legends set forth below or legends substantially equivalent thereto,\nto be placed upon any certificate(s) evidencing ownership of the Shares together\nwith any other legends that may be required by the Company or by state or\nfederal securities laws:\n\n          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED\n          UNDER THE SECURITIES ACT OF 1933 (THE \"ACT\") AND MAY NOT BE\n          OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR\n          HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,\n          IN THE OPINION OF COMPANY COUNSEL SATISFACTORY TO THE ISSUER\n          OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR\n          HYPOTHECATION IS IN COMPLIANCE THEREWITH.\n\n          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\n          CERTAIN RESTRICTIONS ON TRANSFER AND A RIGHT OF FIRST\n          REFUSAL HELD BY THE ISSUER OR ITS ASSIGNEE(S) AS SET FORTH\n          IN THE EXERCISE NOTICE BETWEEN THE ISSUER AND THE ORIGINAL\n          HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT\n          THE PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER\n          RESTRICTIONS AND RIGHT OF FIRST REFUSAL ARE BINDING ON\n          TRANSFEREES OF THESE SHARES.\n\n          IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS\n          SECURITY, OR ANY INTEREST THEREIN, OR TO\n\n\n                                         -3-\n\n\n          RECEIVE ANY CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT\n          OF THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, EXCEPT\n          AS PERMITTED IN THE COMMISSIONER'S RULES.\n\n          Optionee understands that transfer of the Shares may be restricted by\nSection 260.141.11 of the Rules of the California Corporations Commissioner, a\ncopy of which is attached to Exhibit B, the Investment Representation Statement.\n\n          (b)  STOP-TRANSFER NOTICES.  Optionee agrees that, in order to ensure\ncompliance with the restrictions referred to herein, the Company may issue\nappropriate \"stop transfer\" instructions to its transfer agent, if any, and\nthat, if the Company  transfers its own securities, it may make appropriate\nnotations to the same effect in its own records.\n\n          (c)  REFUSAL TO TRANSFER.  The Company shall not be required (i) to\ntransfer on its books any Shares that have been sold or otherwise transferred in\nviolation of any of the provisions of this Agreement or (ii) to treat as owner\nof such Shares or to accord the right to vote or pay dividends to any purchaser\nor other transferee to whom such Shares shall have been so transferred.\n\n     7.   SUCCESSORS AND ASSIGNS.  The Company may assign any of its rights\nunder this Agreement to single or multiple assignees, and this Agreement shall\ninure to the benefit of the successors and assigns of the Company.  Subject to\nthe restrictions on transfer herein set forth, this Agreement shall be binding\nupon Optionee and his or her heirs, executors, administrators, successors and\nassigns.\n\n     8.   INTERPRETATION.  Any dispute regarding the interpretation of this\nAgreement shall be submitted by Optionee or by the Company forthwith to the\nCompany's Board of Directors or the committee thereof that administers the Plan,\nwhich shall review such dispute at its next regular meeting.  The resolution of\nsuch a dispute by the Board or committee shall be final and binding on the\nCompany and on Optionee.\n\n     9.   GOVERNING LAW; SEVERABILITY.  This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of California excluding that\nbody of law pertaining to conflicts of law.  Should any provision of this\nAgreement be determined by a court of law to be illegal or unenforceable, the\nother provisions shall nevertheless remain effective and shall remain\nenforceable.\n\n     10.  NOTICES.  Any notice required or permitted hereunder shall be given in\nwriting and shall be deemed effectively given upon personal delivery or upon\ndeposit in the United States mail by certified mail, with postage and fees\nprepaid, addressed to the other party at its address as shown below beneath its\nsignature, or to such other address as such party may designate in writing from\ntime to time to the other party.\n\n\n                                         -4-\n\n\n     11.  FURTHER INSTRUMENTS.  The parties agree to execute such further\ninstruments and to take such further action as may be reasonably necessary to\ncarry out the purposes and intent of this Agreement.\n\n     12.  DELIVERY OF PAYMENT.  Optionee herewith delivers to the Company the\nfull Exercise Price for the Shares.\n\n     13.  ENTIRE AGREEMENT.  The Plan and Notice of Grant\/Option Agreement are\nincorporated herein by reference.  This Agreement, the Plan, the Option\nAgreement and the Investment Representation Statement constitute the entire\nagreement of the parties with respect to the subject matter hereof and supersede\nin their entirety all prior undertakings and agreements of the Company and\nPurchaser with respect to the subject matter hereof, and may not be modified\nadversely to the Purchaser's interest except by means of a writing signed by the\nCompany and Purchaser\n\n\nSubmitted by:                      Accepted by:\n\nOPTIONEE:                          UTSTARCOM, INC.\n\n\n                                   By:\n                                      -------------------------------\n\n                                   Its:\n                                       ------------------------------\n\n-----------------------------\n      (Signature)\n\n\nADDRESS:                           ADDRESS:\n\n                                   333 Hegenberger Road, Suite 328\n---------------------------        Oakland, CA  94621\n\n---------------------------\n\n\n                                         -5-\n\n\n                                      EXHIBIT B\n\n                         INVESTMENT REPRESENTATION STATEMENT\n\nOPTIONEE       :\n\nCOMPANY        :    UTSTARCOM, INC.\n\nSECURITY       :    COMMON STOCK\n\nAMOUNT         :\n\nDATE           :\n\n\nIn connection with the purchase of the above-listed Securities, the undersigned\nOptionee represents to the Company the following:\n\n          (a)  Optionee is aware of the Company's business affairs and financial\ncondition and has acquired sufficient information about the Company to reach an\ninformed and knowledgeable decision to acquire the Securities.  Optionee is\nacquiring these Securities for investment for Optionee's own account only and\nnot with a view to, or for resale in connection with, any \"distribution\" thereof\nwithin the meaning of the Securities Act of 1933, as amended (the \"Securities\nAct\").\n\n          (b)  Optionee acknowledges and understands that the Securities\nconstitute \"restricted securities\" under the Securities Act and have not been\nregistered under the Securities Act in reliance upon a specific exemption\ntherefrom, which exemption depends upon, among other things, the bona fide\nnature of Optionee's investment intent as expressed herein.  In this connection,\nOptionee understands that, in the view of the Securities and Exchange\nCommission, the statutory basis for such exemption may be unavailable if\nOptionee's representation was predicated solely upon a present intention to hold\nthese Securities for the minimum capital gains period specified under tax\nstatutes, for a deferred sale, for or until an increase or decrease in the\nmarket price of the Securities, or for a period of one year or any other fixed\nperiod in the future.  Optionee further understands that the Securities must be\nheld indefinitely unless they are subsequently registered under the Securities\nAct or an exemption from such registration is available.  Optionee further\nacknowledges and understands that the Company is under no obligation to register\nthe Securities.  Optionee understands that the certificate evidencing the\nSecurities will be imprinted with a legend which prohibits the transfer of the\nSecurities unless they are registered or such registration is not required in\nthe opinion of counsel satisfactory to the Company, a legend prohibiting their\ntransfer without the consent of the Commissioner of Corporations of the State of\nCalifornia and any other legend required under applicable state securities laws.\n\n\n                                         -1-\n\n\n          (c)  Optionee is familiar with the provisions of Rule 701 and\nRule 144, each promulgated under the Securities Act, which, in substance, permit\nlimited public resale of \"restricted securities\" acquired, directly or\nindirectly from the issuer thereof, in a non-public offering subject to the\nsatisfaction of certain conditions.  Rule 701 provides that if the issuer\nqualifies under Rule 701 at the time of the grant of the Option to the Optionee,\nthe exercise will be exempt from registration under the Securities Act.  In the\nevent the Company becomes subject to the reporting requirements of Section 13 or\n15(d) of the Securities Exchange Act of 1934, ninety (90) days thereafter (or\nsuch longer period as any market stand-off agreement may require) the Securities\nexempt under Rule 701 may be resold, subject to the satisfaction of certain of\nthe conditions specified by Rule 144, including:  (1) the resale being made\nthrough a broker in an unsolicited \"broker's transaction\" or in transactions\ndirectly with a market maker (as said term is defined under the Securities\nExchange Act of 1934); and, in the case of an affiliate, (2) the availability of\ncertain public information about the Company, (3) the amount of Securities being\nsold during any three month period not exceeding the limitations specified in\nRule 144(e), and (4) the timely filing of a Form 144, if applicable.\n\n     In the event that the Company does not qualify under Rule 701 at the time\nof grant of the Option, then the Securities may be resold in certain limited\ncircumstances subject to the provisions of Rule 144, which requires the resale\nto occur not less than two years after the later of the date the Securities were\nsold by the Company or the date the Securities were sold by an affiliate of the\nCompany, within the meaning of Rule 144; and, in the case of acquisition of the\nSecurities by an affiliate, or by a non-affiliate who subsequently holds the\nSecurities less than three years, the satisfaction of the conditions set forth\nin sections (1), (2), (3) and (4) of the paragraph immediately above.\n\n          (d)  Optionee hereby agrees that if so requested by the Company or any\nrepresentative of the underwriters in connection with any registration of the\noffering of any securities of the Company under the Securities Act, Optionee\nshall not sell or otherwise transfer any Shares or other securities of the\nCompany during the 180-day period following the effective date of a registration\nstatement of the Company filed under the Securities Act; provided, however, that\nsuch restriction shall only apply to the first registration statement of the\nCompany to become effective under the Securities Act which include securities to\nbe sold on behalf of the Company to the public in an underwritten public\noffering under the Securities Act.  The Company may impose stop-transfer\ninstructions with respect to securities subject to the foregoing restrictions\nuntil the end of such 180-day period.\n\n          (e)  Optionee further understands that in the event all of the\napplicable requirements of Rule 701 or 144 are not satisfied, registration under\nthe Securities Act, compliance with Regulation A, or some other registration\nexemption will be required; and that, notwithstanding the fact that Rules 144\nand 701 are not exclusive, the Staff of the Securities and Exchange Commission\nhas expressed its opinion that persons proposing to sell private placement\nsecurities other than in a registered offering and otherwise than pursuant to\nRules 144 or 701 will have a substantial burden of proof in establishing that an\nexemption from registration is available\n\n\n                                         -2-\n\n\nfor such offers or sales, and that such persons and their respective brokers who\nparticipate in such transactions do so at their own risk.  Optionee understands\nthat no assurances can be given that any such other registration exemption will\nbe available in such event.\n\n          (f)  Optionee understands that the certificate evidencing the\nSecurities will be imprinted with a legend which prohibits the transfer of the\nSecurities without the consent of the Commissioner of Corporations of\nCalifornia.  Optionee has read the applicable Commissioner's Rules with respect\nto such restriction, a copy of which is attached.\n\n                              Signature of Optionee:\n\n                              ----------------------------\n\n                              Date:                , 19\n                                   ----------------    --\n\n\n                                         -3-\n\n\n                                     ATTACHMENT 1\n                 STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE\n\n           Title 10.  Investment - Chapter 3.  Commissioner of Corporations\n\n     260.141.11:  RESTRICTION ON TRANSFER.  (a)  The issuer of any security upon\nwhich a restriction on transfer has been imposed pursuant to Sections 260.102.6,\n260.141.10 or 260.534 shall cause a copy of this section to be delivered to each\nissuee or transferee of such security at the time the certificate evidencing the\nsecurity is delivered to the issuee or transferee.\n\n     (b)  It is unlawful for the holder of any such security to consummate a\nsale or transfer of such security, or any interest therein, without the prior\nwritten consent of the Commissioner (until this condition is removed pursuant to\nSection 260.141.12 of these rules), except:\n\n          (1)  to the issuer;\n\n          (2)  pursuant to the order or process of any court;\n\n          (3)  to any person described in Subdivision (i) of Section 25102 of\n     the Code or Section 260.105.14 of these rules;\n\n          (4)  to the transferor's ancestors, descendants or spouse, or any\n     custodian or trustee for the account of the transferor or the transferor's\n     ancestors, descendants, or spouse; or to a transferee by a trustee or\n     custodian for the account of the transferee or the transferee's ancestors,\n     descendants or spouse;\n\n          (5)  to holders of securities of the same class of the same issuer;\n\n          (6)  by way of gift or donation inter vivos or on death;\n\n          (7)  by or through a broker-dealer licensed under the Code (either\n     acting as such or as a finder) to a resident of a foreign state, territory\n     or country who is neither domiciled in this state to the knowledge of the\n     broker-dealer, nor actually present in this state if the sale of such\n     securities is not in violation of any securities law of the foreign state,\n     territory or country concerned;\n\n          (8)  to a broker-dealer licensed under the Code in a principal\n     transaction, or as an underwriter or member of an underwriting syndicate or\n     selling group;\n\n          (9)  if the interest sold or transferred is a pledge or other lien\n     given by the purchaser to the seller upon a sale of the security for which\n     the Commissioner's written consent is obtained or under this rule not\n     required;\n\n         (10)  by way of a sale qualified under Sections 25111, 25112, 25113 or\n     25121 of the Code, of the securities to be transferred, provided that no\n     order under Section 25140 or subdivision (a) of Section 25143 is in effect\n     with respect to such qualification;\n\n         (11)  by a corporation to a wholly owned subsidiary of such\n     corporation, or by a wholly owned subsidiary of a corporation to such\n     corporation;\n\n         (12)  by way of an exchange qualified under Section 25111, 25112 or\n     25113 of the Code, provided that no order under Section 25140 or\n     subdivision (a) of Section 25143 is in effect with respect to such\n     qualification;\n\n         (13)  between residents of foreign states, territories or countries who\n     are neither domiciled nor actually present in this state;\n\n         (14)  to the State Controller pursuant to the Unclaimed Property Law or\n     to the administrator of the unclaimed property law of another state; or\n\n         (15)  by the State Controller pursuant to the Unclaimed Property Law or\n     by the administrator of the unclaimed property law of another state if, in\n     either such case, such person (i) discloses to potential purchasers at the\n     sale that transfer of the securities is restricted under this rule, (ii)\n     delivers to each purchaser a copy of this rule, and (iii) advises the\n     Commissioner of the name of each purchaser;\n\n         (16)  by a trustee to a successor trustee when such transfer does not\n     involve a change in the beneficial ownership of the securities;\n\n         (17)  by way of an offer and sale of outstanding securities in an\n     issuer transaction that is subject to the qualification requirement of\n     Section 25110 of the Code but exempt from that qualification requirement by\n     subdivision (f) of Section 25102; provided that any such transfer is on the\n     condition that any certificate evidencing the security issued to such\n     transferee shall contain the legend required by this section.\n\n     (c)  The certificates representing all such securities subject to such a\nrestriction on transfer, whether upon initial issuance or upon any transfer\nthereof, shall bear on their face a legend, prominently stamped or printed\nthereon in capital letters of not less than 10-point size, reading as follows:\n\n          \"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR\n          ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,\n          WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS\n          OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S\n          RULES.\"\n\n\n\n\n                           UTSTARCOM, INC.\n\n                          1995 STOCK PLAN\n\n               NOTICE OF GRANT OF STOCK PURCHASE RIGHT\n\n\n     Unless otherwise defined herein, the terms defined in the 1995 Stock Plan\n(the \"Plan\") shall have the same defined meanings in this Notice of Grant.\n\n[Grantee's Name and Address]\n\n     You have been granted the right to purchase Common Stock of the Company,\nsubject to the Company's repurchase option and your ongoing Continuous Status as\nan Employee or Consultant (as described in the Plan and the attached Restricted\nStock Purchase Agreement), as follows:\n\n     Grant Number\n                                        ----------------------\n     Date of Grant\n                                        ----------------------\n     Price Per Share                    $\n                                         ---------------------\n\n     Total Number of Shares Subject     ----------------------\n       to This Stock Purchase Right\n\n     Expiration Date:\n                                        ----------------------\n\n     YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR\nIT WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.  By\nyour signature and the signature of the Company's representative below, you and\nthe Company agree that this Stock Purchase Right is granted under and governed\nby the terms and conditions of the Plan and the Restricted Stock Purchase\nAgreement attached hereto as Exhibit A-1, each of which is hereby incorporated\nherein by reference.  You further agree to execute the Restricted Stock Purchase\nAgreement as a condition to purchasing any shares under this Stock Purchase\nRight.\n\nGRANTEE:                                UTSTARCOM, INC.\n\n                                        By:\n------------------------------                    ------------------------------\nSignature\n\n                                        Title:\n------------------------------                    ------------------------------\nPrint Name\n\n\n\n\n                             EXHIBIT A-1\n\n                           UTSTARCOM, INC.\n\n                          1995 STOCK PLAN\n\n                 RESTRICTED STOCK PURCHASE AGREEMENT\n\n     Unless otherwise defined herein, the terms defined in the Plan shall have\nthe same defined meanings in this Restricted Stock Purchase Agreement.\n\n     THIS AGREEMENT is made as of _____________, 199__, at ____________________,\nbetween UTStarcom, Inc., a Delaware corporation (the \"Company\"), and\n_______________________(the \"Purchaser\").\n\n     WHEREAS the Purchaser named in the Notice of Grant, (the \"Purchaser\") is an\nemployee or consultant of the Company, and the Purchaser's continued\nparticipation is considered by the Company to be important for the Company's\ncontinued growth; and\n\n     WHEREAS in order to give the Purchaser an opportunity to acquire an equity\ninterest in the Company as an incentive for the Purchaser to participate in the\naffairs of the Company, the Administrator has granted to the Purchaser stock\npurchase rights subject to the terms and conditions of the Plan and the Notice\nof Grant, which are incorporated herein by reference, and pursuant to this\nRestricted Stock Purchase Agreement (the \"Agreement\").\n\n     THEREFORE, the parties agree as follows:\n\n     1.   SALE OF STOCK.  The Company hereby agrees to sell to the Purchaser and\nthe Purchaser hereby agrees to purchase shares of the Company's Common Stock\n(the \"Shares\"), at the per share purchase price and as otherwise described in\nthe Notice of Grant.\n\n     2.   PAYMENT OF PURCHASE PRICE.  The purchase price for the Shares may be\npaid by delivery to the Company at the time of execution of this Agreement of\ncash or a check.\n\n     3.   REPURCHASE OPTION.\n\n          (a)  In the event the Purchaser's Continuous Status as an Employee or\nConsultant terminates for any or no reason (including death or disability)\nbefore all of the Shares are released from the Company's repurchase option (see\nSection 4), but not in the event of Purchaser's change in status from Employee\nto Consultant or Consultant to Employee, the Company shall, upon the date of\nsuch termination (as reasonably fixed and determined by the Company) have an\nirrevocable, exclusive option for a period of sixty (60) days from such date to\nrepurchase up to that number of shares which constitute the Unreleased Shares\n(as defined in\n\n\n                                 -2-\n\n\nSection 4) at the original purchase price per share (the \"Repurchase Price\").\nSaid option shall be exercised by the Company by delivering written notice to\nthe Purchaser or the Purchaser's executor (with a copy to the Escrow Holder (as\ndefined in Section 6)) AND, at the Company's option, (i) by delivering to the\nPurchaser or the Purchaser's executor a check in the amount of the aggregate\nRepurchase Price, or (ii) by the Company canceling an amount of the Purchaser's\nindebtedness to the Company equal to the aggregate Repurchase Price, or (iii) by\na combination of (i) and (ii) so that the combined payment and cancellation of\nindebtedness equals such aggregate Repurchase Price.  Upon delivery of such\nnotice and the payment of the aggregate Repurchase Price in any of the ways\ndescribed above, the Company shall become the legal and beneficial owner of the\nShares being repurchased and all rights and interests therein or relating\nthereto, and the Company shall have the right to retain and transfer to its own\nname the number of Shares being repurchased by the Company.\n\n          (b)  Whenever the Company shall have the right to repurchase Shares\nhereunder, the Company may designate and assign one or more employees, officers,\ndirectors or shareholders of the Company or other persons or organizations to\nexercise all or a part of the Company's purchase rights under this Agreement and\npurchase all or a part of such Shares.  If the Fair Market Value of the Shares\nto be repurchased on the date of such designation or assignment (the \"Repurchase\nFMV\") exceeds the aggregate Repurchase Price of such Shares, then each such\ndesignee or assignee shall pay the Company cash equal to the difference between\nthe Repurchase FMV and the aggregate Repurchase Price of such Shares.\n\n     4.   RELEASE OF SHARES FROM REPURCHASE OPTION.\n\n          (a)  _________________________________________________________________\n________________________________________________________________________________\n____________________________________________________________________ provided in\neach case that the Purchaser's Continuous Status as an Employee or Consultant\nhas not terminated prior to the date of any such release.\n\n          (b)  Any of the Shares which have not yet been released from the\nCompany's repurchase option are referred to herein as \"Unreleased Shares.\"\n\n          (c)  The Shares which have been released from the Company's repurchase\noption shall be delivered to the Purchaser at the Purchaser's request (see\nSection 6).\n\n     5.   RESTRICTION ON TRANSFER.  Except for the escrow described in Section 6\nor transfer of the Shares to the Company or its assignees contemplated by this\nAgreement, none of the Shares or any beneficial interest therein shall be\ntransferred, encumbered or otherwise disposed of in any way until the release of\nsuch Shares from the Company's repurchase option in accordance with the\nprovisions of this Agreement, other than by will or the laws of descent and\ndistribution.\n\n\n                                 -3-\n\n\n     6.   ESCROW OF SHARES.\n\n          (a)  To ensure the availability for delivery of the Purchaser's\nUnreleased Shares upon repurchase by the Company pursuant to the Company's\nrepurchase option under Section 3 above, the Purchaser shall, upon execution of\nthis Agreement, deliver and deposit with an escrow holder designated by the\nCompany (the \"Escrow Holder\") the share certificates representing the Unreleased\nShares, together with the stock assignment duly endorsed in blank, attached\nhereto as Exhibit A-2.  The Unreleased Shares and stock assignment shall be held\nby the Escrow Holder, pursuant to the Joint Escrow Instructions of the Company\nand Purchaser attached as Exhibit A-3 hereto, until such time as the Company's\nrepurchase option expires.  As a further condition to the Company's obligations\nunder this Agreement, the spouse of Purchaser, if any, shall execute and deliver\nto the Company the Consent of Spouse attached hereto as Exhibit A-4.\n\n          (b)  The Escrow Holder shall not be liable for any act it may do or\nomit to do with respect to holding the Unreleased Shares in escrow and while\nacting in good faith and in the exercise of its judgment.\n\n          (c)  If the Company or any assignee exercises its repurchase option\nhereunder, the Escrow Holder, upon receipt of written notice of such option\nexercise from the proposed transferee, shall take all steps necessary to\naccomplish such transfer.\n\n          (d)  When the repurchase option has been exercised or expires\nunexercised or a portion of the Shares has been released from such repurchase\noption, upon Purchaser's request the Escrow Holder shall promptly cause a new\ncertificate to be issued for such released Shares and shall deliver such\ncertificate to the Company or the Purchaser, as the case may be.\n\n          (e)  Subject to the terms hereof, the Purchaser shall have all the\nrights of a shareholder with respect to such Shares while they are held in\nescrow, including without limitation, the right to vote the Shares and receive\nany cash dividends declared thereon.  If, from time to time during the term of\nthe Company's repurchase option, there is (i) any stock dividend, stock split or\nother change in the Shares, or (ii) any merger or sale of all or substantially\nall of the assets or other acquisition of the Company, any and all new,\nsubstituted or additional securities to which the Purchaser is entitled by\nreason of the Purchaser's ownership of the Shares shall be immediately subject\nto this escrow, deposited with the Escrow Holder and included thereafter as\n\"Shares\" for purposes of this Agreement and the Company's repurchase option.\n\n     7.   COMPANY'S RIGHT OF FIRST REFUSAL.  Before any Shares that are\npermitted to be sold or otherwise transferred pursuant to this Agreement and\nthat are held by Purchaser or any transferee (either being sometimes referred to\nherein as the \"Holder\") may be sold or otherwise transferred (including transfer\nby gift or operation of law), the Company or its assignee(s) shall have a right\nof first refusal to purchase the Shares on the terms and conditions set forth in\nthis Section (the \"Right of First Refusal\").\n\n\n                                 -4-\n\n\n          (a)  NOTICE OF PROPOSED TRANSFER.  The Holder of the Shares shall\ndeliver to the Company a written notice (the \"Notice\") stating: (i) the Holder's\nbona fide intention to sell or otherwise transfer such Shares; (ii) the name of\neach proposed purchaser or other transferee (\"Proposed Transferee\"); (iii) the\nnumber of Shares to be transferred to each Proposed Transferee; and (iv) the\nbona fide cash price or other consideration for which the Holder proposes to\ntransfer the Shares (the \"Offered Price\"), and the Holder shall offer the Shares\nat the Offered Price to the Company or its assignee(s).\n\n          (b)  EXERCISE OF RIGHT OF FIRST REFUSAL.  At any time within thirty\n(30) days after receipt of the Notice, the Company and\/or its assignee(s) may,\nby giving written notice to the Holder, elect to purchase all, but not less than\nall, of the Shares proposed to be transferred to any one or more of the Proposed\nTransferees, at the purchase price determined in accordance with subsection (c)\nbelow.\n\n          (c)  PURCHASE PRICE.  The purchase price (\"Purchase Price\") for the\nShares purchased by the Company or its assignee(s) under this Section shall be\n(i) the Offered Price in the case of Shares that are not Unreleased Shares, or\n(ii) in the case of Shares that are Unreleased Shares, the lower of the Offered\nPrice or the Repurchase Price as defined in Section 3(a) hereof.  If the Offered\nPrice includes consideration other than cash, the cash equivalent value of the\nnon-cash consideration shall be determined by the Board of Directors of the\nCompany in good faith.\n\n          (d)  PAYMENT.  Payment of the Purchase Price shall be made, at the\noption of the Company or its assignee(s), in cash (by check), by cancellation of\nall or a portion of any outstanding indebtedness of the Holder to the Company\n(or, in the case of repurchase by an assignee, to the assignee), or by any\ncombination thereof within thirty (30) days after receipt of the Notice or in\nthe manner and at the times set forth in the Notice.\n\n          (e)  HOLDER'S RIGHT TO TRANSFER.  If all of the Shares proposed in the\nNotice to be transferred to a given Proposed Transferee are not purchased by the\nCompany and\/or its assignee(s) as provided in this Section, then the Holder may\nsell or otherwise transfer such Shares to that Proposed Transferee at the\nOffered Price or at a higher price, provided that such sale or other transfer is\nconsummated within one hundred twenty (120) days after the date of the Notice\nand provided further that any such sale or other transfer is effected in\naccordance with any applicable securities laws and the Proposed Transferee\nagrees in writing that the provisions of this Section shall continue to apply to\nthe Shares in the hands of such Proposed Transferee.  If the Shares described in\nthe Notice are not transferred to the Proposed Transferee within such period, a\nnew Notice shall be given to the Company, and the Company and\/or its assignees\nshall again be offered the Right of First Refusal before any Shares held by the\nHolder may be sold or otherwise transferred.\n\n          (f)  EXCEPTION FOR CERTAIN FAMILY TRANSFERS.  Anything to the contrary\ncontained in this Section notwithstanding, the transfer of any or all of the\nShares during the Purchaser's\n\n\n                                 -5-\n\n\nlifetime or on the Purchaser's death by will or intestacy to the Purchaser's\nimmediate family or a trust for the benefit of the Purchaser's immediate family\nshall be exempt from the provisions of this Section, provided that the Purchaser\nnotifies the Company in writing within thirty (30) days of said transfer.\n\"Immediate Family\" as used herein shall mean spouse, lineal descendant or\nantecedent, father, mother, brother or sister.  In such case, the transferee or\nother recipient shall receive and hold the Shares so transferred subject to the\nprovisions of this Agreement, including but not limited to this Section and\nSection 3, and there shall be no further transfer of such Shares except in\naccordance with the terms of this Section.\n\n          (g)  TERMINATION OF RIGHT OF FIRST REFUSAL.  The Right of First\nRefusal shall terminate as to any Shares 90 days after the first sale of Common\nStock of the Company to the general public pursuant to a registration statement\nfiled with and declared effective by the Securities and Exchange Commission\nunder the 1933 Act.\n\n     8.   LEGENDS.\n\n          (a)  Purchaser understands and agrees that the Company shall cause the\nlegends set forth below or legends substantially equivalent thereto, to be\nplaced upon any certificate(s) evidencing ownership of the Shares together with\nany other legends that may be required by the Company or by applicable state or\nfederal securities laws:\n\n          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED\n          UNDER THE SECURITIES ACT OF 1933 (THE \"ACT\") AND MAY NOT BE\n          OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR\n          HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR,\n          IN THE OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF\n          THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR\n          HYPOTHECATION IS IN COMPLIANCE THEREWITH.\n\n          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO\n          CERTAIN RESTRICTIONS ON TRANSFER, A RIGHT OF FIRST REFUSAL,\n          AND A REPURCHASE OPTION HELD BY THE ISSUER OR ITS\n          ASSIGNEE(S) AS SET FORTH IN THE RESTRICTED STOCK PURCHASE\n          AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER OF\n          THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE\n          PRINCIPAL OFFICE OF THE ISSUER.  SUCH TRANSFER RESTRICTIONS,\n          RIGHT OF FIRST REFUSAL AND REPURCHASE OPTION ARE BINDING ON\n          TRANSFEREES OF THESE SHARES.\n\n\n                                 -6-\n\n\n          IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS\n          SECURITY, OR ANY INTEREST THEREIN, OR TO RECEIVE ANY\n          CONSIDERATION THEREFOR, WITHOUT THE PRIOR WRITTEN CONSENT OF\n          THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA,\n          EXCEPT AS PERMITTED IN THE COMMISSIONER'S RULES.\n\n          Purchaser understands that transfer of the Shares may be restricted by\nSection 260.141.11 of the Rules of the California Corporations Commissioner, a\ncopy of which is attached to Exhibit B, the Investment Representation Statement.\n\n          (b)  STOP-TRANSFER NOTICES.  Purchaser agrees that, in order to ensure\ncompliance with the restrictions referred to herein, the Company may issue\nappropriate \"stop transfer\" instructions to its transfer agent, if any, and\nthat, if the Company  transfers its own securities, it may make appropriate\nnotations to the same effect in its own records.\n\n          (c)  REFUSAL TO TRANSFER.  The Company shall not be required (i) to\ntransfer on its books any Shares that have been sold or otherwise transferred in\nviolation of any of the provisions of this Agreement or (ii) to treat as owner\nof such Shares or to accord the right to vote or pay dividends to any purchaser\nor other transferee to whom such Shares shall have been so transferred.\n\n     9.   ADJUSTMENT FOR STOCK SPLIT.  All references to the number of Shares\nand the purchase price of the Shares in this Agreement shall be appropriately\nadjusted to reflect any stock split, stock dividend or other change in the\nShares which may be made by the Company after the date of this Agreement.\n\n     10.  TAX CONSEQUENCES.  The Purchaser has reviewed with the Purchaser's own\ntax advisors the federal, state, local and foreign tax consequences of this\ninvestment and the transactions contemplated by this Agreement.  The Purchaser\nis relying solely on such advisors and not on any statements or representations\nof the Company or any of its agents.  The Purchaser understands that the\nPurchaser (and not the Company) shall be responsible for the Purchaser's own tax\nliability that may arise as a result of this investment or the transactions\ncontemplated by this Agreement.  The Purchaser understands that Section 83 of\nthe Internal Revenue Code of 1986, as amended (the \"Code\"), taxes as ordinary\nincome the difference between the purchase price for the Shares and the Fair\nMarket Value of the Shares as of the date any restrictions on the Shares lapse.\nIn this context, \"restriction\" includes the right of the Company to buy back the\nShares pursuant to its repurchase option.  The Purchaser understands that the\nPurchaser may elect to be taxed at the time the Shares are purchased rather than\nwhen and as the Company's repurchase option expires by filing an election under\nSection 83(b) of the Code with the I.R.S. within thirty (30) days from the date\nof purchase.  The form for making this election is attached as Exhibit A-5\nhereto.\n\n\n                                 -7-\n\n\n          THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE\nRESPONSIBILITY AND NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER\nSECTION 83(b), EVEN IF THE PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES\nTO MAKE THIS FILING ON THE PURCHASER'S BEHALF.\n\n     11.  GENERAL PROVISIONS.\n\n          (a)  This Agreement shall be governed by the laws of the State of\nCalifornia.  This Agreement, subject to the terms and conditions of the Plan and\nthe Notice of Grant, represents the entire agreement between the parties with\nrespect to the purchase of Common Stock by the Purchaser.  Subject to Section\n14(b) of the Plan, in the event of a conflict between the terms and conditions\nof the Plan and the terms and conditions of this Agreement, the terms and\nconditions of the Plan shall prevail.  Unless otherwise defined herein, the\nterms defined in the Plan shall have the same defined meanings in this\nAgreement.\n\n          (b)  Any notice, demand or request required or permitted to be given\nby either the Company or the Purchaser pursuant to the terms of this Agreement\nshall be in writing and shall be deemed given when delivered personally or\ndeposited in the U.S. mail, First Class with postage prepaid, and addressed to\nthe parties at the addresses of the parties set forth at the end of this\nAgreement or such other address as a party may request by notifying the other in\nwriting.\n\n          Any notice to the Escrow Holder shall be sent to the Company's address\nwith a copy to the other party not sending the notice.\n\n          (c)  The rights and benefits of the Company under this Agreement shall\nbe transferable to any one or more persons or entities, and all covenants and\nagreements hereunder shall inure to the benefit of, and be enforceable by the\nCompany's successors and assigns.  The rights and obligations of the Purchaser\nunder this Agreement may only be assigned with the prior written consent of the\nCompany.\n\n          (d)  Either party's failure to enforce any provision or provisions of\nthis Agreement shall not in any way be construed as a waiver of any such\nprovision or provisions, nor prevent that party from thereafter enforcing each\nand every other provision of this Agreement.  The rights granted both parties\nherein are cumulative and shall not constitute a waiver of either party's right\nto assert all other legal remedies available to it under the circumstances.\n\n          (e)  The Purchaser agrees upon request to execute any further\ndocuments or instruments necessary or desirable to carry out the purposes or\nintent of this Agreement.\n\n          (f)  PURCHASER ACKNOWLEDGES AND AGREES THAT THE RELEASE OF SHARES FROM\nTHE REPURCHASE OPTION OF THE COMPANY PURSUANT TO SECTION 4 HEREOF IS EARNED ONLY\nBY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT THE WILL OF THE COMPANY\n(NOT THROUGH THE ACT OF\n\n\n                                 -8-\n\n\nBEING HIRED OR PURCHASING SHARES HEREUNDER).  PURCHASER FURTHER ACKNOWLEDGES AND\nAGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE\nVESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED\nPROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING\nPERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S\nRIGHT OR THE COMPANY'S RIGHT TO TERMINATE PURCHASER'S EMPLOYMENT OR CONSULTING\nRELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.\n\n     By Purchaser's signature below, Purchaser represents that he or she is\nfamiliar with the terms and provisions of the Plan, and hereby accepts this\nAgreement subject to all of the terms and provisions thereof.  Purchaser has\nreviewed the Plan and this Agreement in their entirety, has had an opportunity\nto obtain the advice of counsel prior to executing this Agreement and fully\nunderstands all provisions of this Agreement.  Purchaser agrees to accept as\nbinding, conclusive and final all decisions or interpretations of the\nAdministrator upon any questions arising under the Plan or this Agreement.\nPurchaser further agrees to notify the Company upon any change in the residence\nindicated in the Notice of Grant.\n\nPURCHASER:                              UTSTARCOM, INC.\n\n                                        By:\n------------------------------                    ------------------------------\nSignature\n\n                                        Title:\n------------------------------                    ------------------------------\nPrint Name\n\n\n                                 -9-\n\n\n                             EXHIBIT A-2\n\n                ASSIGNMENT SEPARATE FROM CERTIFICATE\n\n\n\n     FOR VALUE RECEIVED I, ___________________________, hereby sell, assign and\ntransfer unto ___________________________________________________(_________)__\nshares of the Common Stock of UTStarcom, Inc. standing in my name of the books\nof said corporation represented by Certificate No. ________ herewith and do\nhereby irrevocably constitute and appoint _________________________ to transfer\nthe said stock on the books of the within named corporation with full power of\nsubstitution in the premises.\n\n     This Stock Assignment may be used only in accordance with the Restricted\nStock Purchase Agreement between _______________________ and the undersigned\ndated _____________________, 19____.\n\n\nDated: ______________, 19__\n\n\n                                        Signature:\n                                                  ------------------------------\n\n\n                                -10-\n\n\nINSTRUCTIONS:  Please do not fill in any blanks other than the signature line.\nThe purpose of this assignment is to enable the Company to exercise its\n\"repurchase option,\" as set forth in the Agreement, without requiring additional\nsignatures on the part of the Purchaser.\n\n\n                                -11-\n\n\n                             EXHIBIT A-3\n\n                      JOINT ESCROW INSTRUCTIONS\n\n\n                                                                  _________ 19__\n\nCorporate Secretary\nUTStarcom, Inc.\n333 Hegenberger Road, Ste. 328\nOakland, CA  94621\n\nDear ______________:\n\n     As Escrow Agent for both UTStarcom, Inc., a Delaware corporation (the\n\"Company\"), and the undersigned purchaser of stock of the Company (the\n\"Purchaser\"), you are hereby authorized and directed to hold the documents\ndelivered to you pursuant to the terms of that certain Restricted Stock Purchase\nAgreement (\"Agreement\") between the Company and the undersigned, in accordance\nwith the following instructions:\n\n     1.   In the event the Company and\/or any assignee of the Company (referred\nto collectively for convenience herein as the \"Company\") exercises the Company's\nrepurchase option set forth in the Agreement, the Company shall give to\nPurchaser and you a written notice specifying the number of shares of stock to\nbe purchased, the purchase price, and the time for a closing hereunder at the\nprincipal office of the Company.  Purchaser and the Company hereby irrevocably\nauthorize and direct you to close the transaction contemplated by such notice in\naccordance with the terms of said notice.\n\n     2.   At the closing, you are directed (a) to date the stock assignments\nnecessary for the transfer in question, (b) to fill in the number of shares\nbeing transferred, and (c) to deliver same, together with the certificate\nevidencing the shares of stock to be transferred, to the Company or its\nassignee, against the simultaneous delivery to you of the purchase price (by\ncash, a check, or some combination thereof) for the number of shares of stock\nbeing purchased pursuant to the exercise of the Company's repurchase option.\n\n     3.   Purchaser irrevocably authorizes the Company to deposit with you any\ncertificates evidencing shares of stock to be held by you hereunder and any\nadditions and substitutions to said shares as defined in the Agreement.\nPurchaser does hereby irrevocably constitute and appoint you as Purchaser's\nattorney-in-fact and agent for the term of this escrow to execute with respect\nto such securities all documents necessary or appropriate to make such\nsecurities negotiable and to complete any transaction herein contemplated,\nincluding but not limited to the filing with any applicable state blue sky\nauthority of any required applications for consent to, or notice of transfer\n\n\n                                 -1-\n\n\nof, the securities.  Subject to the provisions of this paragraph 3, Purchaser\nshall exercise all rights and privileges of a shareholder of the Company while\nthe stock is held by you.\n\n     4.   Upon written request of the Purchaser, but no more than once per\ncalendar year, unless the Company's repurchase option has been exercised, you\nwill deliver to Purchaser a certificate or certificates representing so many\nshares of stock as are not then subject to the Company's repurchase option.\nWithin ninety (90) days after cessation of Purchaser's continuous employment by\nor services to the Company, or any parent or subsidiary of the Company, you will\ndeliver to Purchaser a certificate or certificates representing the aggregate\nnumber of shares held or issued pursuant to the Agreement and not purchased by\nthe Company or its assignees pursuant to exercise of the Company's repurchase\noption.\n\n     5.   If at the time of termination of this escrow you should have in your\npossession any documents, securities, or other property belonging to Purchaser,\nyou shall deliver all of the same to Purchaser and shall be discharged of all\nfurther obligations hereunder.\n\n     6.   Your duties hereunder may be altered, amended, modified or revoked\nonly by a writing signed by all of the parties hereto.\n\n     7.   You shall be obligated only for the performance of such duties as are\nspecifically set forth herein and may rely and shall be protected in relying or\nrefraining from acting on any instrument reasonably believed by you to be\ngenuine and to have been signed or presented by the proper party or parties.\nYou shall not be personally liable for any act you may do or omit to do\nhereunder as Escrow Agent or as attorney-in-fact for Purchaser while acting in\ngood faith, and any act done or omitted by you pursuant to the advice of your\nown attorneys shall be conclusive evidence of such good faith.\n\n     8.   You are hereby expressly authorized to disregard any and all warnings\ngiven by any of the parties hereto or by any other person or corporation,\nexcepting only orders or process of courts of law and are hereby expressly\nauthorized to comply with and obey orders, judgments or decrees of any court.\nIn case you obey or comply with any such order, judgment or decree, you shall\nnot be liable to any of the parties hereto or to any other person, firm or\ncorporation by reason of such compliance, notwithstanding any such order,\njudgment or decree being subsequently reversed, modified, annulled, set aside,\nvacated or found to have been entered without jurisdiction.\n\n     9.   You shall not be liable in any respect on account of the identity,\nauthorities or rights of the parties executing or delivering or purporting to\nexecute or deliver the Agreement or any documents or papers deposited or called\nfor hereunder.\n\n     10.  You shall not be liable for the outlawing of any rights under the\nStatute of Limitations with respect to these Joint Escrow Instructions or any\ndocuments deposited with you.\n\n\n                                 -2-\n\n\n     11.  You shall be entitled to employ such legal counsel and other experts\nas you may deem necessary properly to advise you in connection with your\nobligations hereunder, may rely upon the advice of such counsel, and may pay\nsuch counsel reasonable compensation therefor.\n\n     12.  Your responsibilities as Escrow Agent hereunder shall terminate if you\nshall cease to be an officer or agent of the Company or if you shall resign by\nwritten notice to each party.  In the event of any such termination, the Company\nshall appoint a successor Escrow Agent.\n\n     13.  If you reasonably require other or further instruments in connection\nwith these Joint Escrow Instructions or obligations in respect hereto, the\nnecessary parties hereto shall join in furnishing such instruments.\n\n     14.  It is understood and agreed that should any dispute arise with respect\nto the delivery and\/or ownership or right of possession of the securities held\nby you hereunder, you are authorized and directed to retain in your possession\nwithout liability to anyone all or any part of said securities until such\ndisputes shall have been settled either by mutual written agreement of the\nparties concerned or by a final order, decree or judgment of a court of\ncompetent jurisdiction after the time for appeal has expired and no appeal has\nbeen perfected, but you shall be under no duty whatsoever to institute or defend\nany such proceedings.\n\n     15.  Any notice required or permitted hereunder shall be given in writing\nand shall be deemed effectively given upon personal delivery or upon deposit in\nthe United States Post Office, by registered or certified mail with postage and\nfees prepaid, addressed to each of the other parties thereunto entitled at the\nfollowing addresses or at such other addresses as a party may designate by ten\n(10) days' advance written notice to each of the other parties hereto.\n\n\n                                 -3-\n\n\n          COMPANY:       UTStarcom, Inc.\n                         333 Hegenberger Road, Ste. 328\n                         Oakland, CA  94621\n\n\n          PURCHASER:\n                         ------------------------\n\n                         ------------------------\n\n                         ------------------------\n\n          ESCROW AGENT:  Corporate Secretary\n                         UTStarcom, Inc.\n                         333 Hegenberger Road, Ste. 328\n                         Oakland, CA  94621\n\n     16.  By signing these Joint Escrow Instructions, you become a party hereto\nonly for the purpose of said Joint Escrow Instructions; you do not become a\nparty to the Agreement.\n\n     17.  This instrument shall be binding upon and inure to the benefit of the\nparties hereto, and their respective successors and permitted assigns.\n\n     18.  These Joint Escrow Instructions shall be governed by, and construed\nand enforced in accordance with, the laws of the State of California.\n\n                                   Very truly yours,\n\n                                   UTSTARCOM, INC.\n\n\n                                   By:\n                                        -----------------------------------\n\n                                   Title:\n                                           --------------------------------\n\n\n                                   PURCHASER:\n\n                                   ----------------------------------------\n                                             (Signature)\n\n\n                                 -4-\n\n\n                                   ----------------------------------------\n                                   (Typed or Printed Name)\n\nESCROW AGENT:\n\n\n\n----------------------------------\nCorporate Secretary\n\n\n                                 -5-\n\n\n                             EXHIBIT A-4\n\n                          CONSENT OF SPOUSE\n\n\n     I, ______________________, spouse of _____________________, have read and\napprove the foregoing Agreement.  In consideration of granting of the right to\nmy spouse to purchase shares of UTStarcom, Inc., as set forth in the Agreement,\nI hereby appoint my spouse as my attorney-in-fact in respect to the exercise of\nany rights under the Agreement and agree to be bound by the provisions of the\nAgreement insofar as I may have any rights in said Agreement or any shares\nissued pursuant thereto under the community property laws or similar laws\nrelating to marital property in effect in the state of our residence as of the\ndate of the signing of the foregoing Agreement.\n\nDated:             , 19\n       ------------    ---\n\n\n                              ----------------------------------------\n\n\n                                 -6-\n\n\n \n                             EXHIBIT A-5\n                      ELECTION UNDER SECTION 83(b)\n                 OF THE INTERNAL REVENUE CODE OF 1986\n\n\nThe undersigned taxpayer hereby elects, pursuant to the above-referenced Federal\nTax Code, to include in taxpayer's gross income for the current taxable year,\nthe amount of any compensation taxable to taxpayer in connection with his\nreceipt of the property described below:\n\n1.   The name, address, taxpayer identification number and taxable year of the\n     undersigned are as follows:\n\n     NAME                     :    TAXPAYER:                SPOUSE:\n\n     ADDRESS:                 :\n\n     IDENTIFICATION NO.       :    TAXPAYER:                SPOUSE:\n\n     TAXABLE YEAR:\n\n2.   The property with respect to which the election is made is described as\n     follows:  _________ shares (the \"Shares\") of the Common Stock of UTStarcom,\n     Inc. (the \"Company\").\n\n3.   The date on which the property was transferred is: __________, 19__.\n\n4.   The property is subject to the following restrictions:\n\n     The Shares may be repurchased by the Company, or its assignee, on certain\n     events. This right lapses with regard to a portion of the Shares based on\n     the continued performance of services by the taxpayer over time.\n\n5.   The fair market value at the time of transfer, determined without regard to\n     any restriction other than a restriction which by its terms will never\n     lapse, of such property is:\n     $______________.\n\n6.   The amount (if any) paid for such property is:\n\n     $______________.\n\nThe undersigned has submitted a copy of this statement to the person for whom\nthe services were performed in connection with the undersigned's receipt of the\nabove-described property.  The transferee of such property is the person\nperforming the services in connection with the transfer of said property.\n\nTHE UNDERSIGNED UNDERSTANDS THAT THE FOREGOING ELECTION MAY NOT BE REVOKED\nEXCEPT WITH THE CONSENT OF THE COMMISSIONER.\n\nDated:                   , 19\n          ---------------    ---        ----------------------------------------\n                                                            , Taxpayer\n                                        --------------------\nThe undersigned spouse of taxpayer joins in this election.\n\nDated:                   , 19\n          ---------------    ---        ----------------------------------------\n                                        Spouse of Taxpayer\n\n\n                                 -7-\n\n\n                              EXHIBIT B\n\n                 INVESTMENT REPRESENTATION STATEMENT\n\nPURCHASER      :\n\nCOMPANY        :    UTSTARCOM, INC.\n\nSECURITY       :    COMMON STOCK\n\nAMOUNT         :\n\nDATE           :\n\nIn connection with the purchase of the above-listed Securities, the undersigned\nPurchaser represents to the Company the following:\n\n          (a)  Purchaser is aware of the Company's business affairs and\nfinancial condition and has acquired sufficient information about the Company to\nreach an informed and knowledgeable decision to acquire the Securities.\nPurchaser is acquiring these Securities for investment for Purchaser's own\naccount only and not with a view to, or for resale in connection with, any\n\"distribution\" thereof within the meaning of the Securities Act of 1933, as\namended (the \"Securities Act\").\n\n          (b)  Purchaser acknowledges and understands that the Securities\nconstitute \"restricted securities\" under the Securities Act and have not been\nregistered under the Securities Act in reliance upon a specific exemption\ntherefrom, which exemption depends upon, among other things, the bona fide\nnature of Purchaser's investment intent as expressed herein.  In this\nconnection, Purchaser understands that, in the view of the Securities and\nExchange Commission, the statutory basis for such exemption may be unavailable\nif Purchaser's representation was predicated solely upon a present intention to\nhold these Securities for the minimum capital gains period specified under tax\nstatutes, for a deferred sale, for or until an increase or decrease in the\nmarket price of the Securities, or for a period of one (1) year or any other\nfixed period in the future.  Purchaser further understands that the Securities\nmust be held indefinitely unless they are subsequently registered under the\nSecurities Act or an exemption from such registration is available.  Purchaser\nfurther acknowledges and understands that the Company is under no obligation to\nregister the Securities.  Purchaser understands that the certificate evidencing\nthe Securities will be imprinted with a legend which prohibits the transfer of\nthe Securities unless they are registered or such registration is not required\nin the opinion of counsel satisfactory to the Company, a legend prohibiting\ntheir transfer without the consent of the Commissioner of Corporations of the\nState of California and any other legend required under applicable state\nsecurities laws.\n\n\n                                 -1-\n\n\n          (c)  Purchaser is familiar with the provisions of Rule 701 and\nRule 144, each promulgated under the Securities Act, which, in substance, permit\nlimited public resale of \"restricted securities\" acquired, directly or\nindirectly from the issuer thereof, in a non-public offering subject to the\nsatisfaction of certain conditions.  Rule 701 provides that if the issuer\nqualifies under Rule 701 at the time of the grant of the Stock Purchase Right to\nthe Purchaser, the exercise will be exempt from registration under the\nSecurities Act.  In the event the Company becomes subject to the reporting\nrequirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,\nninety (90) days thereafter (or such longer period as any market stand-off\nagreement may require) the Securities exempt under Rule 701 may be resold,\nsubject to the satisfaction of certain of the conditions specified by Rule 144,\nincluding:  (1) the resale being made through a broker in an unsolicited\n\"broker's transaction\" or in transactions directly with a market maker (as said\nterm is defined under the Securities Exchange Act of 1934); and, in the case of\nan affiliate, (2) the availability of certain public information about the\nCompany, (3) the amount of Securities being sold during any three (3) month\nperiod not exceeding the limitations specified in Rule 144(e), and (4) the\ntimely filing of a Form 144, if applicable.\n\n     In the event that the Company does not qualify under Rule 701 at the time\nof grant of the Stock Purchase Right, then the Securities may be resold in\ncertain limited circumstances subject to the provisions of Rule 144, which\nrequires the resale to occur not less than two (2) years after the later of the\ndate the Securities were sold by the Company or the date the Securities were\nsold by an affiliate of the Company, within the meaning of Rule 144; and, in the\ncase of acquisition of the Securities by an affiliate, or by a non-affiliate who\nsubsequently holds the Securities less than three years, the satisfaction of the\nconditions set forth in sections (1), (2), (3) and (4) of the paragraph\nimmediately above.\n\n          (d)  Purchaser hereby agrees that if so requested by the Company or\nany representative of the underwriters in connection with any registration of\nthe offering of any securities of the Company under the Securities Act,\nPurchaser shall not sell or otherwise transfer any Shares or other securities of\nthe Company during the 180-day period following the effective date of a\nregistration statement of the Company filed under the Securities Act; provided,\nhowever, that such restriction shall only apply to the first registration\nstatement of the Company to become effective under the Securities Act which\ninclude securities to be sold on behalf of the Company to the public in an\nunderwritten public offering under the Securities Act.  The Company may impose\nstop-transfer instructions with respect to securities subject to the foregoing\nrestrictions until the end of such 180-day period.\n\n          (e)  Purchaser further understands that in the event all of the\napplicable requirements of Rule 701 or 144 are not satisfied, registration under\nthe Securities Act, compliance with Regulation A, or some other registration\nexemption will be required; and that, notwithstanding the fact that Rules 144\nand 701 are not exclusive, the Staff of the Securities and Exchange Commission\nhas expressed its opinion that persons proposing to sell private placement\nsecurities other than in a registered offering and otherwise than pursuant to\nRules 144 or 701 will have a substantial burden of proof in establishing that an\nexemption from registration is available for such offers or\n\n\n                                 -2-\n\n\nsales, and that such persons and their respective brokers who participate in\nsuch transactions do so at their own risk.  Purchaser understands that no\nassurances can be given that any such other registration exemption will be\navailable in such event.\n\n          (f)  Purchaser understands that the certificate evidencing the\nSecurities will be imprinted with a legend which prohibits the transfer of the\nSecurities without the consent of the Commissioner of Corporations of\nCalifornia.  Purchaser has read the applicable Commissioner's Rules with respect\nto such restriction, a copy of which is attached.\n\n                                        Signature of Purchaser:\n\n                                        ----------------------------------------\n\n                                        Date:                    , 19\n                                               ------------------    ---\n\n\n                                 -3-\n\n\n                            ATTACHMENT 1\n        STATE OF CALIFORNIA - CALIFORNIA ADMINISTRATIVE CODE\n\n  Title 10.  Investment - Chapter 3.  Commissioner of Corporations\n\n     260.141.11:  RESTRICTION ON TRANSFER.  (a)  The issuer of any security upon\nwhich a restriction on transfer has been imposed pursuant to Sections 260.102.6,\n260.141.10 or 260.534 shall cause a copy of this section to be delivered to each\nissuee or transferee of such security at the time the certificate evidencing the\nsecurity is delivered to the issuee or transferee.\n\n     (b)  It is unlawful for the holder of any such security to consummate a\nsale or transfer of such security, or any interest therein, without the prior\nwritten consent of the Commissioner (until this condition is removed pursuant to\nSection 260.141.12 of these rules), except:\n\n          (1)  to the issuer;\n\n          (2)  pursuant to the order or process of any court;\n\n          (3)  to any person described in Subdivision (i) of Section 25102 of\n     the Code or Section 260.105.14 of these rules;\n\n          (4)  to the transferor's ancestors, descendants or spouse, or any\n     custodian or trustee for the account of the transferor or the transferor's\n     ancestors, descendants, or spouse; or to a transferee by a trustee or\n     custodian for the account of the transferee or the transferee's ancestors,\n     descendants or spouse;\n\n          (5)  to holders of securities of the same class of the same issuer;\n\n          (6)  by way of gift or donation inter vivos or on death;\n\n          (7)  by or through a broker-dealer licensed under the Code (either\n     acting as such or as a finder) to a resident of a foreign state, territory\n     or country who is neither domiciled in this state to the knowledge of the\n     broker-dealer, nor actually present in this state if the sale of such\n     securities is not in violation of any securities law of the foreign state,\n     territory or country concerned;\n\n          (8)  to a broker-dealer licensed under the Code in a principal\n     transaction, or as an underwriter or member of an underwriting syndicate or\n     selling group;\n\n          (9)  if the interest sold or transferred is a pledge or other lien\n     given by the purchaser to the seller upon a sale of the security for which\n     the Commissioner's written consent is obtained or under this rule not\n     required;\n\n         (10)  by way of a sale qualified under Sections 25111, 25112, 25113 or\n     25121 of the Code, of the securities to be transferred, provided that no\n     order under Section 25140 or subdivision (a) of Section 25143 is in effect\n     with respect to such qualification;\n\n         (11)  by a corporation to a wholly owned subsidiary of such\n     corporation, or by a wholly owned subsidiary of a corporation to such\n     corporation;\n\n         (12)  by way of an exchange qualified under Section 25111, 25112 or\n     25113 of the Code, provided that no order under Section 25140 or\n     subdivision (a) of Section 25143 is in effect with respect to such\n     qualification;\n\n         (13)  between residents of foreign states, territories or countries who\n     are neither domiciled nor actually present in this state;\n\n         (14)  to the State Controller pursuant to the Unclaimed Property Law or\n     to the administrator of the unclaimed property law of another state; or\n\n         (15)  by the State Controller pursuant to the Unclaimed Property Law or\n     by the administrator of the unclaimed property law of another state if, in\n     either such case, such person (i) discloses to potential purchasers at the\n     sale that transfer of the securities is restricted under this rule, (ii)\n     delivers to each purchaser a copy of this rule, and (iii) advises the\n     Commissioner of the name of each purchaser;\n\n         (16)  by a trustee to a successor trustee when such transfer does not\n     involve a change in the beneficial ownership of the securities;\n\n         (17)  by way of an offer and sale of outstanding securities in an\n     issuer transaction that is subject to the qualification requirement of\n     Section 25110 of the Code but exempt from that qualification requirement by\n     subdivision (f) of Section 25102; provided that any such transfer is on the\n     condition that any certificate evidencing the security issued to such\n     transferee shall contain the legend required by this section.\n\n\n     (c)  The certificates representing all such securities subject to such a\nrestriction on transfer, whether upon initial issuance or upon any transfer\nthereof, shall bear on their face a legend, prominently stamped or printed\nthereon in capital letters of not less than 10-point size, reading as follows:\n\n\n                                 -4-\n\n\n          \"IT IS UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR\n          ANY INTEREST THEREIN, OR TO RECEIVE ANY CONSIDERATION THEREFOR,\n          WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMMISSIONER OF CORPORATIONS\n          OF THE STATE OF CALIFORNIA, EXCEPT AS PERMITTED IN THE COMMISSIONER'S\n          RULES.\"\n\n\n                                 -5-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9205],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9539,9545],"class_list":["post-38239","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-utstarcom-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38239","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38239"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38239"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38239"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38239"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}