{"id":38291,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-stock-plan-utstarcom-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-stock-plan-utstarcom-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-stock-plan-utstarcom-inc.html","title":{"rendered":"1997 Stock Plan &#8211; UTStarcom Inc."},"content":{"rendered":"<pre>\n                                 UTSTARCOM, INC.\n\n                                 1997 STOCK PLAN\n\n                        (AS AMENDED ON DECEMBER 13, 1999)\n\n     1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and\nretain the best available personnel for positions of substantial responsibility,\nto provide additional incentive to Employees, Directors and Consultants and to\npromote the success of the Company's business. Options granted under the Plan\nmay be Incentive Stock Options or Nonstatutory Stock Options, as determined by\nthe Administrator at the time of grant. Stock Purchase Rights may also be\ngranted 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 as shall\nbe administering the Plan in accordance with Section 4 hereof.\n\n          (b) \"APPLICABLE LAWS\" means the requirements relating to the\nadministration of stock option plans under U.S. state corporate laws, U.S.\nfederal and state securities laws, the Code, any stock exchange or quotation\nsystem on which the Common Stock is listed or quoted and the applicable laws of\nany other country or jurisdiction where Options or Stock Purchase Rights are\ngranted under the Plan.\n\n          (c) \"BOARD\" means the Board of Directors of the Company.\n\n          (d) \"CODE\" means the Internal Revenue Code of 1986, as amended.\n\n          (e) \"COMMITTEE\" means a committee of Directors appointed by the Board\nin accordance with Section 4 hereof.\n\n          (f) \"COMMON STOCK\" means the Common Stock of the Company.\n\n          (g) \"COMPANY\" means UTStarcom, Inc., a Delaware corporation.\n\n          (h) \"CONSULTANT\" means any person who is engaged by the Company or any\nParent or Subsidiary to render consulting or advisory services to such entity.\n\n          (i) \"DIRECTOR\" means a member of the Board of Directors of the\nCompany.\n\n          (j) \"DISABILITY\" means total and permanent disability as defined in\nSection 22(e)(3) of the Code. \n\n          (k) \"EMPLOYEE\" means any person, including Officers and Directors,\nemployed by the Company or any Parent or Subsidiary of the Company. A Service\nProvider shall not cease to be \n\n\n\nan Employee in the case of (i) any leave of absence approved by the Company \nor (ii) transfers between locations of the Company or between the Company, \nits Parent, any Subsidiary, or any successor. For purposes of Incentive Stock \nOptions, no such leave may exceed ninety days, unless reemployment upon \nexpiration of such leave is guaranteed by statute or contract. If \nreemployment upon expiration of a leave of absence approved by the Company is \nnot so guaranteed, on the 181st day of such leave any Incentive Stock Option \nheld by the Optionee shall cease to be treated as an Incentive Stock Option \nand shall be treated for tax purposes as a Nonstatutory Stock Option. Neither \nservice as a Director nor payment of a director's fee by the Company shall be \nsufficient to constitute \"employment\" by the Company.\n\n          (l) \"EXCHANGE ACT\" means the Securities Exchange Act of 1934, as\namended.\n\n          (m) \"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 or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its\nFair Market Value shall be the closing sales price for such stock (or the\nclosing bid, if no sales were reported) as quoted on such exchange or system for\nthe last market trading day prior to the time of determination, as reported in\nTHE WALL STREET JOURNAL or such other source as the Administrator deems\nreliable; \n\n               (ii) If the Common Stock is regularly quoted by a recognized\nsecurities dealer but selling prices are not reported, its Fair Market Value\nshall be the mean between the high bid and low asked prices for the Common Stock\non the last market trading day prior to the day of determination; or \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          (n) \"INCENTIVE STOCK OPTION\" means an Option intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Code. \n\n          (o) \"NONSTATUTORY STOCK OPTION\" means an Option not intended to\nqualify as an Incentive Stock Option.\n\n          (p) \"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          (q) \"OPTION\" means a stock option granted pursuant to the Plan.\n\n          (r) \"OPTION AGREEMENT\" means a written or electronic agreement between\nthe Company and an Optionee evidencing the terms and conditions of an individual\nOption grant. The Option Agreement is subject to the terms and conditions of the\nPlan.\n\n\n                                     -2-\n\n\n\n          (s) \"OPTION EXCHANGE PROGRAM\" means a program whereby outstanding\nOptions are exchanged for Options with a lower exercise price.\n\n          (t) \"OPTIONED STOCK\" means the Common Stock subject to an Option or a\nStock Purchase Right.\n\n          (u) \"OPTIONEE\" means the holder of an outstanding Option or Stock\nPurchase Right granted under the Plan.\n\n          (v) \"PARENT\" means a \"parent corporation,\" whether now or hereafter\nexisting, as defined in Section 424(e) of the Code.\n\n          (w) \"PLAN\" means this 1997 Stock Plan.\n\n          (x) \"RESTRICTED STOCK\" means shares of Common Stock acquired pursuant\nto a grant of a Stock Purchase Right under Section 11 below.\n\n          (y) \"SECTION 16(b) \" means Section 16(b) of the Securities Exchange\nAct of 1934, as amended.\n\n          (z) \"SERVICE PROVIDER\" means an Employee, Director or Consultant.\n\n          (aa) \"SHARE\" means a share of the Common Stock, as adjusted in\naccordance with Section 12 below.\n\n          (bb) \"STOCK PURCHASE RIGHT\" means a right to purchase Common Stock\npursuant to Section 11 below.\n\n          (cc) \"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 \noption and sold under the Plan is 5,262,287 Shares, plus an annual increase \nto be added on the first day of the Company's fiscal year beginning in 2001 \nequal to the lesser of 4% of the outstanding Shares on such date, 3,000,000 \nshares or a lesser amount determined by the Board. The Shares may be \nauthorized but unissued, 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, upon\nexercise of either an Option or Stock Purchase Right, shall not be returned to\nthe Plan and shall not become available for future distribution under the Plan,\nexcept that if Shares of Restricted Stock are repurchased by the Company at\ntheir original purchase price, such Shares shall become available for future\ngrant under the Plan.\n\n\n                                    -3-\n\n\n\n     4. ADMINISTRATION OF THE PLAN. \n\n          (a) PROCEDURE.\n\n               (i) MULTIPLE ADMINISTRATIVE BODIES. The Plan may be administered\nby different Committees with respect to different groups of Service Providers.\n\n               (ii) SECTION 162(m). To the extent that the Administrator\ndetermines it to be desirable to qualify Options granted hereunder as\n\"performance-based compensation\" within the meaning of Section 162(m) of the\nCode, the Plan shall be administered by a Committee of two or more \"outside\ndirectors\" within the meaning of Section 162(m) of the Code.\n\n               (iii) RULE 16b-3. To the extent desirable to qualify transactions\nhereunder as exempt under Rule 16b-3, the transactions contemplated hereunder\nshall be structured to satisfy the requirements for exemption under Rule 16b-3.\n\n               (iv) OTHER ADMINISTRATION. Other than as provided above, the Plan\nshall be administered by (A) the Board or (B) a Committee, which committee shall\nbe constituted to satisfy Applicable Laws.\n\n          (b) POWERS OF THE ADMINISTRATOR. Subject to the provisions of the Plan\nand, in the case of a Committee, the specific duties delegated by the Board to\nsuch Committee, and subject to the approval of any relevant authorities, the\nAdministrator shall have the authority in its discretion:\n\n               (i) to determine the Fair Market Value;\n\n               (ii) to select the Service Providers to whom Options and Stock\nPurchase Rights may from time to time be granted hereunder;\n\n               (iii) to determine the number of Shares to be covered by each\nsuch award granted hereunder;\n\n               (iv) to approve forms of agreement for use under the Plan;\n\n               (v) to determine the terms and conditions, of any Option or Stock\nPurchase Right granted hereunder. Such terms and conditions include, but are not\nlimited to, the exercise price, the time or times when Options or Stock Purchase\nRights may be exercised (which may be based on performance criteria), any\nvesting acceleration or waiver of forfeiture restrictions, and any restriction\nor limitation regarding any Option or Stock Purchase Right or the Common Stock\nrelating thereto, based in each case on such factors as the Administrator, in\nits sole discretion, shall determine;\n\n               (vi) to determine whether and under what circumstances an Option\nmay be settled in cash under subsection 9(e) instead of Common Stock;\n\n\n                                    -4-\n\n\n\n               (vii) 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;\n\n               (viii) to initiate an Option Exchange Program;\n\n               (ix) to prescribe, amend and rescind rules and regulations\nrelating to the Plan, including rules and regulations relating to sub-plans\nestablished for the purpose of qualifying for preferred tax treatment under\nforeign tax laws;\n\n               (x) to allow Optionees to satisfy withholding tax obligations by\nelecting to have the Company withhold from the Shares to be issued upon exercise\nof an Option or Stock Purchase Right that number of Shares having a Fair Market\nValue equal to the amount required to be withheld. The Fair Market Value of the\nShares to be withheld shall be determined on the date that the amount of tax to\nbe withheld is to be determined. All elections by Optionees to have Shares\nwithheld for this purpose shall be made in such form and under such conditions\nas the Administrator may deem necessary or advisable;\n\n               (xi) to modify or amend each Option or Stock Purchase Right\n(subject to Section 15(c) of the Plan), including the discretionary authority to\nextend the post-termination exercisability period of Options longer than is\notherwise provided for in the Plan; and\n\n               (xii) to construe and interpret the terms of the Plan and awards\ngranted pursuant to the Plan.\n\n          (c) EFFECT OF ADMINISTRATOR'S DECISION. All decisions, determinations\nand interpretations of the Administrator shall be final and binding on all\nOptionees.\n\n     5. ELIGIBILITY.\n\n          (a) Nonstatutory Stock Options and Stock Purchase Rights may be\ngranted to Service Providers. Incentive Stock Options may be granted only to\nEmployees.\n\n          (b) Each Option shall be designated in the Option Agreement as either\nan 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) The following limitations shall apply to grants of Options: \n\n\n                                    -5-\n\n\n\n               (i) No Service Provider shall be granted, in any fiscal year of\nthe Company, Options to purchase more than 700,000 Shares.\n\n               (ii) In connection with his or her initial service, a Service\nProvider may be granted Options to purchase up to an additional 700,000 Shares\nwhich shall not count against the limit set forth in subsection (i) above.\n\n               (iii) The foregoing limitations shall be adjusted proportionately\nin connection with any change in the Company's capitalization as described in\nSection 13.\n\n               (iv) If an Option is canceled in the same fiscal year of the\nCompany in which it was granted (other than in connection with a transaction\ndescribed in Section 13), the canceled Option will be counted against the limits\nset forth in subsections (i) and (ii) above. For this purpose, if the exercise\nprice of an Option is reduced, the transaction will be treated as a cancellation\nof the Option and the grant of a new Option.\n\n          (d) Neither the Plan nor any Option or Stock Purchase Right shall\nconfer upon any Optionee any right with respect to continuing the Optionee's\nrelationship as a Service Provider with the Company, nor shall it interfere in\nany way with his or her right or the Company's right to terminate such\nrelationship at any time, with or without cause. \n\n     6. TERM OF PLAN. The Plan shall become effective upon its adoption by the\nBoard. It shall continue in effect for a term of ten (10) years unless sooner\nterminated under Section 14 of the Plan. \n\n     7. TERM OF OPTION. The term of each Option shall be stated in the Option\nAgreement; provided, however, that the term of an Incentive Stock Option shall\nbe no more than ten (10) years from the date of grant thereof; provided,\nfurther, that in the case of an Incentive Stock Option granted to an Optionee\nwho, at the time the Option is granted, owns stock representing more than ten\npercent (10%) of the voting power of all classes of stock of the Company or any\nParent or Subsidiary, the term of the Option shall be five (5) years from the\ndate of grant or such shorter term as may be provided in the Option Agreement.\n\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 of such\nOption, owns stock representing more than ten percent (10%) of the voting power\nof all classes of stock of the Company or any Parent or Subsidiary, the exercise\nprice shall be no less than 110% of the Fair Market Value per Share on the date\nof grant. \n\n\n                                    -6-\n\n\n\n                    (B) granted to any other Employee, the per Share exercise\nprice shall be no less than 100% of the Fair Market Value per Share on the date\nof grant. \n\n               (ii) In the case of a Nonstatutory Stock Option, the per Share\nexercise price shall be determined by the Administrator. In the case of a\nNonstatutory Stock Option intended to qualify as \"performance-based\ncompensation\" within the meaning of Section 162(m) of the Code, 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               (iii) Notwithstanding the foregoing, Options may be granted with\na per Share exercise price other than as required above pursuant to a merger or\nother corporate transaction. \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) consideration received by the Company\nunder a cashless exercise program implemented by the Company in connection with\nthe Plan, or (6) any combination of the foregoing methods of payment. In making\nits determination as to the type of consideration to accept, the Administrator\nshall consider if acceptance of such consideration may be reasonably expected to\nbenefit the Company. \n\n     9. EXERCISE OF OPTION. \n\n          (a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option\ngranted hereunder shall be exercisable according to the terms hereof at such\ntimes and under such conditions as determined by the Administrator and set forth\nin the Option Agreement. Unless the Administrator provides otherwise, vesting of\nOptions granted hereunder shall be tolled during any unpaid leave of absence. An\nOption may not be exercised for a fraction of a Share.\n\n               An Option shall be deemed exercised when the Company receives:\n(i) written or electronic notice of exercise (in accordance with the Option\nAgreement) from the person entitled to exercise the Option, and (ii) full\npayment for the Shares with respect to which the Option is exercised. Full\npayment may consist of any consideration and method of payment authorized by the\nAdministrator and permitted by the Option Agreement and the Plan. Shares issued\nupon exercise of an Option shall be issued in the name of the Optionee or, if\nrequested by the Optionee, in the name of the Optionee and his or her spouse.\nUntil the Shares are issued (as evidenced by the appropriate entry on the books\nof the Company or of a duly authorized transfer agent of the Company), no right\nto vote or receive dividends or any other rights as a stockholder shall exist\nwith respect to the Shares, notwithstanding the exercise of the Option. The\nCompany shall issue (or cause to be issued) such Shares promptly after the\nOption is exercised. No adjustment will be made for a dividend or other right\nfor which the record date is prior to the date the Shares are issued, except as\nprovided in Section 12 of the Plan.\n\n\n                                    -7-\n\n\n\n               Exercise of an Option in any manner shall result in a decrease in\nthe number of Shares thereafter available, both for purposes of the Plan and for\nsale under the Option, by the number of Shares as to which the Option is\nexercised.\n\n          (b) TERMINATION OF RELATIONSHIP AS A SERVICE PROVIDER. If an Optionee\nceases to be a Service Provider, such Optionee may exercise his or her Option\nwithin such period of time as is specified in the Option Agreement to the extent\nthat the Option is vested on the date of termination (but in no event later than\nthe expiration of the term of the Option as set forth in the Option Agreement).\nIn the absence of a specified time in the Option Agreement, the Option shall\nremain exercisable for three (3) months following the Optionee's termination.\nIf, on the date of termination, the Optionee is not vested as to his or her\nentire Option, the Shares covered by the unvested portion of the Option shall\nrevert to the Plan. If, after termination, the Optionee does not exercise his or\nher Option within the time specified by the Administrator, the Option shall\nterminate, and the Shares covered by such Option shall revert to the Plan.\n\n          (c) DISABILITY OF OPTIONEE. If an Optionee ceases to be a Service\nProvider as a result of the Optionee's Disability, the Optionee may exercise his\nor her Option within such period of time as is specified in the Option Agreement\nto the extent the Option is vested on the date of termination (but in no event\nlater than the expiration of the term of such Option as set forth in the Option\nAgreement). In the absence of a specified time in the Option Agreement, the\nOption shall remain exercisable for twelve (12) months following the Optionee's\ntermination. If, on the date of termination, the Optionee is not vested as to\nhis or her entire Option, the Shares covered by the unvested portion of the\nOption shall revert to the Plan. If, after termination, the Optionee does not\nexercise his or her Option within the time specified herein, the Option shall\nterminate, and the Shares covered by such Option shall revert to the Plan.\n\n          (d) DEATH OF OPTIONEE. If an Optionee dies while a Service Provider,\nthe Option may be exercised within such period of time as is specified in the\nOption Agreement to the extent that the Option is vested on the date of death\n(but in no event later than the expiration of the term of such Option as set\nforth in the Option Agreement) by the Optionee's estate or by a person who\nacquires the right to exercise the Option by bequest or inheritance. In the\nabsence of a specified time in the Option Agreement, the Option shall remain\nexercisable for twelve (12) months following the Optionee's termination. If, at\nthe time of death, the Optionee is not vested as to the entire Option, the\nShares covered by the unvested portion of the Option shall immediately revert to\nthe Plan. If the Option is not so exercised within the time specified herein,\nthe Option shall terminate, and the Shares covered by such Option shall revert\nto the Plan.\n\n          (e) BUYOUT PROVISIONS. The Administrator may at any time offer to buy\nout for a payment in cash or Shares, an Option previously granted, based on such\nterms and conditions as the Administrator shall establish and communicate to the\nOptionee at the time that such offer is made.\n\n     10. NON-TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS. Unless\notherwise determined by the Administrator, Options and Stock Purchase Rights may\nnot be sold, pledged, assigned, hypothecated, transferred, or disposed of in any\nmanner other than by will or by the laws of \n\n\n                                    -8-\n\n\n\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          (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 or electronically of the terms, conditions and restrictions\nrelated to the offer, including the number of Shares that such person shall be\nentitled to purchase, the price to be paid, and the time within which such\nperson must accept such offer. The offer shall be accepted by execution of a\nRestricted Stock purchase agreement in the form determined by the Administrator.\n\n          (b) REPURCHASE OPTION. Unless the Administrator determines otherwise,\nthe Restricted Stock purchase agreement shall grant the Company a repurchase\noption exercisable upon the voluntary or involuntary termination of the\npurchaser's service 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.\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.\n\n          (d) RIGHTS AS A STOCKHOLDER. Once the Stock Purchase Right is\nexercised, the purchaser shall have rights equivalent to those of a stockholder\nand shall be a stockholder 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, MERGER OR ASSET SALE. \n\n          (a) CHANGES IN CAPITALIZATION. Subject to any required action by the\nstockholders 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 Company. The conversion of any convertible securities of\nthe Company shall not be deemed to have \n\n\n                                    -9-\n\n\n\nbeen \"effected without receipt of consideration.\" Such adjustment shall be \nmade by the Board, whose determination in that respect shall be final, \nbinding and conclusive. Except as expressly provided herein, no issuance by \nthe Company of shares of stock of any class, or securities convertible into \nshares of stock of any class, shall affect, and no adjustment by reason \nthereof shall be made with respect to, the number or price of shares of \nCommon 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 each\nOptionee as soon as practicable prior to the effective date of such proposed\ntransaction. The Administrator in its discretion may provide for an Optionee to\nhave the right to exercise his or her Option until fifteen (15) days prior to\nsuch transaction as to all of the Optioned Stock covered thereby, including\nShares as to which the Option would not otherwise be exercisable. In addition,\nthe Administrator may provide that any Company repurchase option applicable to\nany Shares purchased upon exercise of an Option or Stock Purchase Right shall\nlapse as to all such Shares, provided the proposed dissolution or liquidation\ntakes place at the time and in the manner contemplated. To the extent it has not\nbeen previously exercised, an Option or Stock Purchase Right will terminate\nimmediately prior to the consummation of such proposed action. \n\n          (c) MERGER OR ASSET SALE. In the event of a merger of the Company with\nor into another corporation, or the sale of substantially all of the assets of\nthe Company, each outstanding Option and Stock Purchase Right shall be assumed\nor an equivalent option or right substituted by the successor corporation or a\nParent or Subsidiary of the successor corporation. In the event that the\nsuccessor corporation refuses to assume or substitute for the Option or Stock\nPurchase Right, the Optionee shall fully vest in and have the right to exercise\nthe Option or Stock Purchase Right as to all of the Optioned Stock, including\nShares as to which it would not otherwise be vested or exercisable. If an Option\nor Stock Purchase Right becomes fully vested and exercisable in lieu of\nassumption or substitution in the event of a merger or sale of assets, the\nAdministrator shall notify the Optionee in writing or electronically that the\nOption or Stock Purchase Right shall be fully exercisable for a period of\nfifteen (15) days from the date of such notice, and the Option or Stock Purchase\nRight shall terminate upon the expiration of such period. For the purposes of\nthis paragraph, the Option or Stock Purchase Right shall be considered assumed\nif, following the merger or sale of assets, the option or right confers the\nright to purchase or receive, for each Share of Optioned Stock subject to the\nOption or Stock Purchase Right immediately prior to the merger or sale of\nassets, the consideration (whether stock, cash, or other securities or property)\nreceived in the merger or sale of assets by holders of Common Stock for each\nShare held on the effective date of the transaction (and if holders were offered\na choice of consideration, the type of consideration chosen by the holders of a\nmajority of the outstanding Shares); provided, however, that if such\nconsideration received in the merger or sale of assets is not solely common\nstock of the successor corporation or its Parent, the Administrator may, with\nthe consent of the successor corporation, provide for the consideration to be\nreceived upon the exercise of the Option or Stock Purchase Right, for each Share\nof Optioned Stock subject to the Option or Stock Purchase Right, to be solely\ncommon stock of the successor corporation or its Parent equal in fair market\nvalue to the per share consideration received by holders of Common Stock in the\nmerger or sale of assets. \n\n\n                                   -10-\n\n\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. Notice\nof the determination shall be given to each Employee or Consultant to whom an\nOption or Stock Purchase Right is so granted within a reasonable time after the\ndate of such grant. \n\n     14. AMENDMENT AND TERMINATION OF THE PLAN. \n\n          (a) AMENDMENT AND TERMINATION. The Board may at any time amend, alter,\nsuspend or terminate the Plan. \n\n          (b) STOCKHOLDER APPROVAL. The Board shall obtain stockholder approval\nof any Plan amendment to the extent necessary and desirable to comply with\nApplicable Laws. \n\n          (c) EFFECT OF AMENDMENT OR TERMINATION. No amendment, alteration,\nsuspension or termination of the Plan shall impair the rights of any Optionee,\nunless mutually agreed otherwise between the Optionee and the Administrator,\nwhich agreement must be in writing and signed by the Optionee and the Company.\nTermination of the Plan shall not affect the Administrator's ability to exercise\nthe powers granted to it hereunder with respect to Options granted under the\nPlan prior to the date of such termination. \n\n     15. CONDITIONS UPON ISSUANCE OF SHARES. \n\n          (a) LEGAL COMPLIANCE. Shares shall not be issued pursuant to the\nexercise of an Option unless the exercise of such Option and the issuance and\ndelivery of such Shares shall comply with Applicable Laws and shall be further\nsubject to the approval of counsel for the Company with respect to such\ncompliance. \n\n          (b) INVESTMENT REPRESENTATIONS. As a condition to the exercise of an\nOption, the Administrator may require the person exercising such Option to\nrepresent and warrant at the time of any such exercise that the Shares are being\npurchased only for investment and without any present intention to sell or\ndistribute such Shares if, in the opinion of counsel for the Company, such a\nrepresentation is required. \n\n     16. INABILITY TO OBTAIN AUTHORITY. The inability of the Company to obtain\nauthority from any regulatory body having jurisdiction, which authority is\ndeemed by the Company's counsel to be necessary to the lawful issuance and sale\nof any Shares hereunder, shall relieve the Company of any liability in respect\nof the failure to issue or sell such Shares as to which such requisite authority\nshall not have been obtained. \n\n     17. RESERVATION OF SHARES. The Company, during the term of this Plan, shall\nat all times reserve and keep available such number of Shares as shall be\nsufficient to satisfy the requirements of the Plan.\n\n\n                                         -11-\n\n\n\n                                   UTSTARCOM, INC.\n\n                                   1997 STOCK PLAN\n\n                                STOCK OPTION AGREEMENT\n\n\n     Unless otherwise defined herein, the terms defined in the Plan shall have\nthe same defined meanings in this Option Agreement.\n\nI.   NOTICE OF STOCK OPTION GRANT\n\n     [Optionee's Name and Address]\n\n\n     The undersigned Optionee has been granted an Option to purchase Common\nStock of the Company, subject to the terms and conditions of the Plan and this\nOption Agreement, as follows:\n\n     Grant Number\n                                        -------------------------\n\n     Date of Grant\n                                        -------------------------\n\n     Vesting Commencement Date\n                                        -------------------------\n\n     Exercise Price per Share           $\n                                         ------------------------\n\n     Total Number of Shares Granted\n                                        -------------------------\n\n     Total Exercise Price               $\n                                         ------------------------\n\n     Type of Option:                          Incentive Stock Option\n                                        ---\n\n                                              Nonstatutory Stock Option\n                                        ---\n\n     Term\/Expiration Date:\n                                        -------------------------\n\n     VESTING SCHEDULE:\n\n     This Option shall be exercisable, in whole or in part, according to the\nfollowing vesting schedule:\n\n     25% of the Shares subject to the Option shall vest twelve months after the\nVesting Commencement Date, and 1\/48 of the Shares subject to the Option shall\nvest each month thereafter, subject to Optionee's continuing to be a Service\nProvider on such dates.\n\n\n\n     TERMINATION PERIOD:\n\n     This Option shall be exercisable for [THREE] months after Optionee ceases\nto be a Service Provider.  Upon Optionee's death or disability, this Option may\nbe exercised for such longer period as provided in the Plan.  In no event may\nOptionee exercise this Option after the Term\/Expiration Date as provided above.\n\nII.  AGREEMENT\n\n     1.   GRANT OF OPTION.  The Plan Administrator of the Company hereby grants\nto the Optionee named in the Notice of Grant (the \"Optionee\"), an option (the\n\"Option\") to purchase the number of Shares set forth in the Notice of Grant, at\nthe exercise price per Share set forth in the Notice of Grant (the \"Exercise\nPrice\"), and subject to the terms and conditions of the Plan, which is\nincorporated herein by reference.  Subject to Section 14(c) of the Plan, in the\nevent of a conflict between the terms and conditions of the Plan and this Option\nAgreement, the terms and conditions of the Plan shall prevail.\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.\n\n          (b)   METHOD OF EXERCISE.  This Option shall be exercisable by\ndelivery of an exercise notice in the form attached as Exhibit A (the AExercise\nNotice@) which shall state the election to exercise the Option, the number of\nShares with respect to which the Option is being exercised, and such other\nrepresentations and agreements as may be required by the Company. The Exercise\nNotice shall be accompanied by payment of the aggregate Exercise Price as to all\nExercised Shares.  This Option shall be deemed to be exercised upon receipt by\nthe Company of such fully executed Exercise Notice accompanied by the aggregate\nExercise Price.\n\n          No Shares shall be issued pursuant to the exercise of an Option unless\nsuch issuance and such exercise complies with Applicable laws.  Assuming such\ncompliance, for income tax purposes the Shares shall be considered transferred\nto the Optionee on the date on which the Option is exercised with respect to\nsuch Shares.\n\n\n                                         -2-\n\n\n     3.   METHOD OF PAYMENT.  Payment of the aggregate Exercise Price shall be\nby any of the following, or a combination thereof, at the election of the\nOptionee:\n\n          (a)   cash or check;\n\n          (b)   consideration received by the Company under a formal cashless\nexercise program adopted by the Company in connection with the Plan; or\n\n          (c)   surrender of other Shares which, (i) in the case of Shares\nacquired upon exercise of an option, have been owned by the Optionee for more\nthan six (6) months on the date of surrender, and (ii) have a Fair Market Value\non the date of surrender equal to the aggregate Exercise Price of the Exercised\nShares.\n\n     4.   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\nthe Plan and this Option Agreement shall be binding upon the executors,\nadministrators, heirs, successors and assigns of the Optionee.\n\n     5.   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.\n\n     6.   TAX CONSEQUENCES.  Some of the federal tax consequences relating to\nthis Option, as of the date of this Option, are set forth below.  THIS SUMMARY\nIS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO\nCHANGE.  THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION\nOR DISPOSING OF THE SHARES.\n\n          (a)   EXERCISING THE OPTION.\n\n                (i)    NONSTATUTORY STOCK OPTION.  The Optionee may incur\nregular federal income tax liability upon exercise of a NSO.  The Optionee will\nbe treated as having received compensation income (taxable at ordinary income\ntax rates) equal to the excess, if any, of the Fair Market Value of the\nExercised Shares on the date of exercise over their aggregate Exercise Price.\nIf the Optionee is an Employee or a former Employee, the Company will be\nrequired to withhold from his or her compensation or collect from Optionee and\npay to the applicable taxing authorities an amount in cash equal to a percentage\nof this compensation income at the time of exercise, and may refuse to honor the\nexercise and refuse to deliver Shares if such withholding amounts are not\ndelivered at the time of exercise.\n\n                (ii)   INCENTIVE STOCK OPTION.  If this Option qualifies as an\nISO, the Optionee will have no regular federal income tax liability upon its\nexercise, although the excess, if any, of the Fair Market Value of the Exercised\nShares on the date of exercise over their aggregate Exercise Price\n\n\n                                         -3-\n\n\nwill be treated as an adjustment to alternative minimum taxable income for\nfederal tax purposes and may subject the Optionee to alternative minimum tax in\nthe year of exercise.  In the event that the Optionee ceases to be an Employee\nbut remains a Service Provider, any Incentive Stock Option of the Optionee that\nremains unexercised shall cease to qualify as an Incentive Stock Option and will\nbe treated for tax purposes as a Nonstatutory Stock Option on the date three (3)\nmonths and one (1) day following such change of status.\n\n          (b)   DISPOSITION OF SHARES.\n\n                (i)    NSO.  If the Optionee holds NSO Shares for at least one\nyear, any gain realized on disposition of the Shares will be treated as\nlong-term capital gain for federal income tax purposes.\n\n                (ii)   ISO.  If the Optionee holds ISO Shares for at least one\nyear after exercise and two years after the grant date, any gain realized on\ndisposition of the Shares will be treated as long-term capital gain for federal\nincome tax purposes.  If the Optionee disposes of ISO Shares within one year\nafter exercise or two years after the grant date, any gain realized on such\ndisposition will be treated as compensation income (taxable at ordinary income\nrates) to the extent of the excess, if any, of the lesser of (A) the difference\nbetween the Fair Market Value of the Shares acquired on the date of exercise and\nthe aggregate Exercise Price, or (B) the difference between the sale price of\nsuch Shares and the aggregate Exercise Price.  Any additional gain will be taxed\nas capital gain, short-term or long-term depending on the period that the ISO\nShares were held.\n\n          (c)   NOTICE OF DISQUALIFYING DISPOSITION OF ISO SHARES.  If the\nOptionee sells or otherwise disposes of any of the Shares acquired pursuant to\nan ISO on or before the later of (i) two years after the grant date, or (ii) one\nyear after the exercise date, the Optionee shall immediately notify the Company\nin writing of such disposition.  The Optionee agrees that he or she may be\nsubject to income tax withholding by the Company on the compensation income\nrecognized from such early disposition of ISO Shares by payment in cash or out\nof the current earnings paid to the Optionee.\n\n     7.   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.  This agreement is governed by the internal substantive laws but not\nthe choice of law rules of California.\n\n     8.   NO GUARANTEE OF CONTINUED SERVICE.  OPTIONEE ACKNOWLEDGES AND AGREES\nTHAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED\nONLY BY CONTINUING AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH\nTHE ACT OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES\nHEREUNDER).  OPTIONEE FURTHER\n\n\n                                         -4-\n\n\nACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED\nHEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS\nOR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING\nPERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH\nOPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS\nA SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.\n\n     Optionee acknowledges receipt of a copy of the Plan and represents that he\nor she is familiar with the terms and provisions thereof, and hereby accepts\nthis Option 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\n\nOPTIONEE:                               UTSTARCOM, INC.\n\n\n-----------------------------------     ----------------------------------------\nSignature                               By\n\n\n-----------------------------------     ----------------------------------------\nPrint Name                              Title\n\n\n-----------------------------------\n-----------------------------------\nResidence Address\n\n\n\n\n\n\n                                         -5-\n\n\n                                      EXHIBIT A\n\n                                   1997 STOCK PLAN\n\n                                   EXERCISE NOTICE\n\nUTStarcom, Inc.\n1275 Harbor Bay Parkway\nSuite 100\nAlameda, CA  94502\n\nAttention:  [Title]\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 1997 Stock Plan (the \"Plan\") and the Stock\nOption Agreement dated ________, 19       (the \"Option Agreement\").\n\n     2.   DELIVERY OF PAYMENT.  Purchaser herewith delivers to the Company the\nfull purchase price of the Shares, as set forth in the Option Agreement.\n\n     3.   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     4.   RIGHTS AS STOCKHOLDER.  Until the issuance of the Shares (as evidenced\nby the appropriate entry on the books of the Company or of a duly authorized\ntransfer agent of the Company), no right to vote or receive dividends or any\nother rights as a stockholder shall exist with respect to the Optioned Stock,\nnotwithstanding the exercise of the Option.  The Shares shall be issued to the\nOptionee as soon as practicable after the Option is exercised.  No adjustment\nshall be made for a dividend or other right for which the record date is prior\nto the date of issuance except as provided in Section 12 of the Plan.\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.   INTERPRETATION.  Any dispute regarding the interpretation of this\nAgreement shall be submitted by Optionee or by the Company forthwith to the\nAdministrator which shall review such dispute at its next regular meeting.  The\nresolution of such a dispute by the Administrator shall be final and binding on\nall parties.\n\n\n\n     7.   GOVERNING LAW; SEVERABILITY.  This Agreement is governed by the\ninternal substantive laws but not the choice of law rules, of California.\n\n     8.   ENTIRE AGREEMENT.  The Plan and Option Agreement are incorporated\nherein by reference.  This Agreement, the Plan and the Option Agreement\nconstitute the entire agreement of the parties with respect to the subject\nmatter hereof and supersede in their entirety all prior undertakings and\nagreements of the Company and Optionee with respect to the subject matter\nhereof, and may not be modified adversely to the Optionee's interest except by\nmeans of a writing signed by the Company and Optionee.\n\n\nSubmitted by:                           Accepted by:\n\nOPTIONEE:                               UTSTARCOM, INC.\n\n-----------------------------------     ----------------------------------------\nSignature                               By\n\n-----------------------------------     ----------------------------------------\nPrint Name                              Its\n\n\nADDRESS:                                ADDRESS:\n\n\n-----------------------------------     1275 Harbor Bay Parkway\n-----------------------------------     Suite 100\n                                        Alameda, CA  94502\n\n\n\n                                        ----------------------------------------\n                                        Date Received\n\n\n\n\n                                         -2-\n\n\n\n                                   UTSTARCOM, INC.\n\n                                   1997 STOCK PLAN\n\n                             NOTICE OF STOCK OPTION GRANT\n\n                               PRC NATIONALS IN THE PRC\n\n\n     [OPTIONEE'S NAME]\n\n     You have been granted an option (the \"Option\") to purchase Common Stock of\nthe Company, subject to the terms and conditions of the Company's 1997 Stock\nPlan (the \"Plan\") and this Notice of Grant, as follows:\n\n     Grant Number\n                                             -------------------------\n\n     Date of Grant\n                                             -------------------------\n\n     Vesting Commencement Date\n                                             -------------------------\n\n     Exercise Price per Share                $\n                                              ------------------------\n\n     Total Number of Shares Granted\n                                             -------------------------\n\n     Total Exercise Price                    $\n                                              ------------------------\n\n     Term\/Expiration Date:\n                                             -------------------------\n\n\n     VESTING SCHEDULE:\n\n     Your Option shall be exercisable, in whole or in part, in accordance with\nthe Option Rules (attached hereto as EXHIBIT A) and the following vesting\nschedule:\n\n     [25% OF THE SHARES SUBJECT TO THE OPTION SHALL VEST TWELVE MONTHS AFTER THE\nVESTING COMMENCEMENT DATE, AND 1\/48 OF THE SHARES SUBJECT TO THE OPTION SHALL\nVEST EACH MONTH THEREAFTER, SUBJECT TO YOUR CONTINUING TO BE AN EMPLOYEE,\nCONSULTANT OR DIRECTOR OF THE COMPANY (A \"SERVICE PROVIDER\") ON SUCH DATES.]\n\n     TERMINATION PERIOD:\n\n     Your Option shall be exercisable for [THREE] months after you cease to be a\nService Provider.  Upon your death or disability, the Option may be exercised\nfor such longer period as provided in the Plan.  In no event may you exercise\nthis Option after the Term\/Expiration Date set forth above.\n\n\n\n                                      EXHIBIT A\n\n                                     OPTION RULES\n\n\n     1.   ESCROW.  The Option, and any Shares or cash acquired pursuant thereto,\nshall be held by the Company pursuant to the Escrow Provisions attached hereto\nas EXHIBIT B.\n\n     2.   EXERCISE OF OPTION.  You may exercise the Option by delivering to the\nCompany the Exercise Notice attached hereto as EXHIBIT C.\n\n     3.   METHOD OF PAYMENT.  You may pay the aggregate Exercise Price by any of\nthe following, or a combination thereof:\n\n          (a)   if you have funds held by you outside of the People's Republic\nof China, you may pay by cash or check; or\n\n          (b)   after an initial public offering of the Company's securities,\nconsideration received by the Company under a formal cashless exercise program\nadopted by the Company in connection with the Plan.\n\n     4.   NON-TRANSFERABILITY OF OPTION.  Your Option may not be transferred in\nany manner otherwise than by will or by the laws of descent or distribution, and\nonly you may exercise the Option during your lifetime.\n\n     5.   NO GUARANTEE OF CONTINUED SERVICE.  THE VESTING OF SHARES PURSUANT TO\nTHE VESTING SCHEDULE HEREOF IS EARNED ONLY BY YOUR CONTINUED STATUS AS A SERVICE\nPROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING\nGRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).  THIS NOTICE OF GRANT DOES\nNOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT FOR THE\nVESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY\nWITH YOUR RIGHT OR THE COMPANY'S RIGHT TO TERMINATE YOUR RELATIONSHIP AS A\nSERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE.\n\n\n\n                                      EXHIBIT B\n\n                                   UTSTARCOM, INC.\n\n                                   1997 STOCK PLAN\n\n                                  ESCROW PROVISIONS\n\n\n     1.   OPTION.  As set forth in the Notice of Grant, you have been granted\nthe Option under the Plan.  The Option shall be held by the Company under these\nEscrow Provisions in an account in your name.\n\n     2.   LEGAL AND EQUITABLE TITLE.  Legal and equitable title to the Option\nand any cash or securities acquired pursuant thereto, shall remain with you at\nall times, notwithstanding that such items may be held by the Company pursuant\nto these Escrow Instructions.\n\n     3.   EXERCISE OF OPTION.  You may instruct the Company to exercise the\nOption on your behalf at such time or times as permitted by the Notice of Grant\nand the Plan.\n\n     4.   PROCEEDS OF EXERCISE.  Shares acquired upon exercise of the Option\nshall be retained in this Escrow.  You may elect to keep any proceeds from the\nsale of such shares in your account under these Escrow Provisions or to have\nthem distributed to you in RMB within ____________ hours of the sale, pursuant\nto such channels as the Company reasonably determines appropriate.\n\n     5.   POWERS OF COMPANY.  The Company may take any and all actions, and is\nhereby granted such powers and discretion, as may appear necessary or proper to\ncomply with the applicable laws of any jurisdictions and to effectuate and carry\nout the terms and purposes of this Escrow, including, but not limited to, the\npower to exercise the Option and hold or dispose of the proceeds of such\nexercise in accordance with the terms of these Escrow Provisions.\n\n     6.   LIMITATION OF LIABILITY.  The Company shall not be liable for any\ndamage caused by the exercise of its discretion as authorized by these Escrow\nProvisions for any reason, except gross negligence or willful misconduct.  The\nCompany shall not be liable for honest mistakes of judgment or for losses or\nliabilities due to such honest mistakes of judgment.\n\n     7.   COSTS AND EXPENSES OF THIS ESCROW.  All costs and expenses of these\nEscrow Provisions shall be borne by the Company.\n\n     8.   GOVERNING LAW.  This Escrow will be administered in the State of\nCalifornia, and its validity, construction and all rights hereunder, shall be\ngoverned by the laws of the State of California; provided, however, that all\nmatters affecting the title, ownership and transferability of any security,\nwhether created or held hereunder, shall be governed by all applicable federal,\nstate, or foreign securities laws.\n\n\n\n                                      EXHIBIT C\n\n                                   1997 STOCK PLAN\n\n                                   EXERCISE NOTICE\n\n[DATE]\n\nUTStarcom, Inc.\n1275 Harbor Bay Parkway\nSuite 100\nAlameda, CA  94502\n\nAttention:  [TITLE]\n\n     1.   EXERCISE OF OPTION.  I hereby elect to exercise the Option as to\n_________ shares of the Company's Common Stock (the \"Shares\").\n\n     2.   REPRESENTATIONS.  I acknowledge that I have received, read and\nunderstood the Plan, Escrow Provisions and the Notice of Grant, and I agree to\nabide by and be bound by their terms and conditions.\n\n     3.   TAX CONSULTATION.  I understand that I may suffer adverse tax\nconsequences as a result of the receipt of the Option or the purchase or\ndisposition of the Shares.  I have consulted with any tax consultants I deem\nadvisable in connection with the Option, and I am not relying on the Company for\nany tax advice.\n\n     4.   ENTIRE AGREEMENT.  The Plan, Option Rules, Escrow Provisions and the\nNotice of Grant are incorporated herein by reference.  This Agreement, the Plan,\nthe Notice of Grant and the Escrow Provisions constitute the entire agreement of\nthe parties with respect to the subject matter hereof and supersede in their\nentirety all prior undertakings and agreements between the Company and I with\nrespect to the subject matter hereof, and may not be modified adversely to my\ninterest except by means of a writing signed by the Company and me.\n\nSubmitted by:                           Accepted by:\n\n                                        UTSTARCOM, INC.\n\n------------------------------          ------------------------------\nSignature                               By\n\n\n------------------------------          ------------------------------\nPrint Name                              Its\n\nADDRESS:                                ADDRESS:  1275 Harbor Bay Parkway\n                                                  Suite 100\n                                                  Alameda, CA  94502\n------------------------------\n------------------------------\n                                        ------------------------------\n                                        Date Received\n\n<type>EX-10.5\n<sequence>8\n<description>EXHIBIT 10.5\n\n\n                                                                 EXHIBIT 10.5\n\n                                 UTSTARCOM, INC.\n\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n     The following constitute the provisions of the 2000 Employee Stock Purchase\nPlan of UTStarcom, Inc.\n\n     1. PURPOSE. The purpose of the Plan is to provide employees of the Company\nand its Designated Subsidiaries with an opportunity to purchase Common Stock of\nthe Company through accumulated payroll deductions. It is the intention of the\nCompany to have the Plan qualify as an \"Employee Stock Purchase Plan\" under\nSection 423 of the Internal Revenue Code of 1986, as amended. The provisions of\nthe Plan, accordingly, shall be construed so as to extend and limit\nparticipation in a manner consistent with the requirements of that section of\nthe Code.\n\n     2. DEFINITIONS.\n\n          (a) \"BOARD\" shall mean the Board of Directors of the Company or any\ncommittee thereof designated by the Board of Directors of the Company in\naccordance with Section 14 of the Plan.\n\n          (b) \"CODE\" shall mean the Internal Revenue Code of 1986, as amended.\n\n          (c) \"COMMON STOCK\" shall mean the common stock of the Company. \n\n          (d) \"COMPANY\" shall mean UTStarcom, Inc. and any Designated Subsidiary\nof the Company.\n\n          (e) \"COMPENSATION\" shall mean all base straight time gross earnings\nand commissions, but exclusive of payments for overtime, shift premium,\nincentive compensation, incentive payments, bonuses and other compensation.\n     \n          (f) \"DESIGNATED SUBSIDIARY\" shall mean any Subsidiary that has been\ndesignated by the Board from time to time in its sole discretion as eligible to\nparticipate in the Plan.\n\n          (g) \"EMPLOYEE\" shall mean any individual who is an Employee of the\nCompany for tax purposes whose customary employment with the Company is at least\ntwenty (20) hours per week and more than five (5) months in any calendar year.\nFor purposes of the Plan, the employment relationship shall be treated as\ncontinuing intact while the individual is on sick leave or other leave of\nabsence approved by the Company. Where the period of leave exceeds 90 days and\nthe individual's right to reemployment is not guaranteed either by statute or by\ncontract, the employment relationship shall be deemed to have terminated on the\n91st day of such leave. \n\n          (h) \"ENROLLMENT DATE\" shall mean the first Trading Day of each\nOffering Period. \n\n          (i) \"EXERCISE DATE\" shall mean the last Trading Day of each Purchase\nPeriod. \n\n\n\n\n          (j) \"FAIR MARKET VALUE\" shall mean, as of any date, the value of\nCommon Stock 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 or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its \nFair Market Value shall be the closing sales price for such stock (or the \nclosing bid, if no sales were reported) as quoted on such exchange or system \nfor the last market trading day prior to the date of determination, as \nreported in THE WALL STREET JOURNAL or such other source as the Board deems \nreliable;\n\n                  (ii) If the Common Stock is regularly quoted by a \nrecognized securities dealer but selling prices are not reported, its Fair \nMarket Value shall be the mean of the closing bid and asked prices for the \nCommon Stock prior to the date of determination, as reported in THE WALL \nSTREET JOURNAL or such other source as the Board deems reliable;\n\n                  (iii) In the absence of an established market for the \nCommon Stock, the Fair Market Value thereof shall be determined in good faith \nby the Board; or\n\n                  (iv) For purposes of the Enrollment Date of the first \nOffering Period under the Plan, the Fair Market Value shall be the initial \nprice to the public as set forth in the final prospectus included within the \nregistration statement in Form S-1 filed with the Securities and Exchange \nCommission for the initial public offering of the Company's Common Stock (the \n\"Registration Statement\").\n\n          (k) \"OFFERING PERIODS\" shall mean the periods of approximately \ntwenty-four (24) months during which an option granted pursuant to the Plan \nmay be exercised, commencing on the first Trading Day on or after June 1 and \nDecember 1 of each year and terminating on the last Trading Day in the \nperiods ending twenty-four months later; provided, however, that the first \nOffering Period under the Plan shall commence with the first Trading Day on \nor after the date on which the Securities and Exchange Commission declares \nthe Company's Registration Statement effective and ending on the last Trading \nDay on or before April 30, 2002. The duration and timing of Offering Periods \nmay be changed pursuant to Section 4 of this Plan.\n\n          (l) \"PLAN\" shall mean this 1999 Employee Stock Purchase Plan.\n\n          (m) \"PURCHASE PERIOD\" shall mean the approximately six month period\ncommencing after one Exercise Date and ending with the next Exercise Date,\nexcept that the first Purchase Period of any Offering Period shall commence on\nthe Enrollment Date and end with the next Exercise Date.\n\n          (n) \"PURCHASE PRICE\" shall mean 85% of the Fair Market Value of a\nshare of Common Stock on the Enrollment Date or on the Exercise Date, whichever\nis lower; provided however, that the Purchase Price may be adjusted by the Board\npursuant to Section 20.\n\n          (o) \"RESERVES\" shall mean the number of shares of Common Stock covered\nby each option under the Plan which have not yet been exercised and the number\nof shares of Common Stock which have been authorized for issuance under the Plan\nbut not yet placed under option.\n\n\n                                      -2-\n\n\n          (p) \"SUBSIDIARY\" shall mean a corporation, domestic or foreign, of\nwhich not less than 50% of the voting shares are held by the Company or a\nSubsidiary, whether or not such corporation now exists or is hereafter organized\nor acquired by the Company or a Subsidiary. \n\n          (q) \"TRADING DAY\" shall mean a day on which national stock exchanges\nand the Nasdaq System are open for trading. \n\n     3. ELIGIBILITY. \n\n          (a) Any Employee who shall be employed by the Company on a given\nEnrollment Date shall be eligible to participate in the Plan. \n\n          (b) Any provisions of the Plan to the contrary notwithstanding, no\nEmployee shall be granted an option under the Plan (i) to the extent that,\nimmediately after the grant, such Employee (or any other person whose stock\nwould be attributed to such Employee pursuant to Section 424(d) of the Code)\nwould own capital stock of the Company and\/or hold outstanding options to\npurchase such stock possessing five percent (5%) or more of the total combined\nvoting power or value of all classes of the capital stock of the Company or of\nany Subsidiary, or (ii) to the extent that his or her rights to purchase stock\nunder all employee stock purchase plans of the Company and its subsidiaries\naccrues at a rate which exceeds Twenty-Five Thousand Dollars ($25,000) worth of\nstock (determined at the fair market value of the shares at the time such option\nis granted) for each calendar year in which such option is outstanding at any\ntime. \n\n     4. OFFERING PERIODS. The Plan shall be implemented by consecutive,\noverlapping Offering Periods with a new Offering Period commencing on the first\nTrading Day on or after June 1 and December 1 each year, or on such other date\nas the Board shall determine, and continuing thereafter until terminated in\naccordance with Section 20 hereof; provided, however, that the first Offering\nPeriod under the Plan shall commence with the first Trading Day on or after the\ndate on which the Securities and Exchange Commission declares the Company's\nRegistration Statement effective and ending on the last Trading Day on or before\nJanuary 31, 2002. The Board shall have the power to change the duration of\nOffering Periods (including the commencement dates thereof) with respect to\nfuture offerings without shareholder approval if such change is announced at\nleast five (5) days prior to the scheduled beginning of the first Offering\nPeriod to be affected thereafter. \n\n     5. PARTICIPATION. \n\n          (a) An eligible Employee may become a participant in the Plan by\ncompleting a subscription agreement authorizing payroll deductions in the form\nof Exhibit A to this Plan and filing it with the Company's payroll office prior\nto the applicable Enrollment Date. \n\n          (b) Payroll deductions for a participant shall commence on the first\npayroll following the Enrollment Date and shall end on the last payroll in the\nOffering Period to which such authorization is applicable, unless sooner\nterminated by the participant as provided in Section 10 hereof. \n\n\n                                      -3-\n\n\n     6. PAYROLL DEDUCTIONS. \n\n          (a) At the time a participant files his or her subscription agreement,\nhe or she shall elect to have payroll deductions made on each pay day during the\nOffering Period in an amount not exceeding fifteen percent (15%) of the\nCompensation which he or she receives on each pay day during the Offering\nPeriod. \n\n          (b) All payroll deductions made for a participant shall be credited to\nhis or her account under the Plan and shall be withheld in whole percentages\nonly. A participant may not make any additional payments into such account. \n\n          (c) A participant may discontinue his or her participation in the Plan\nas provided in Section 10 hereof, or may increase or decrease the rate of his or\nher payroll deductions during the Offering Period by completing or filing with\nthe Company a new subscription agreement authorizing a change in payroll\ndeduction rate. The Board may, in its discretion, limit the number of\nparticipation rate changes during any Offering Period. The change in rate shall\nbe effective with the first full payroll period following five (5) business days\nafter the Company's receipt of the new subscription agreement unless the Company\nelects to process a given change in participation more quickly. A participant's\nsubscription agreement shall remain in effect for successive Offering Periods\nunless terminated as provided in Section 10 hereof. \n\n          (d) Notwithstanding the foregoing, to the extent necessary to comply\nwith Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's\npayroll deductions may be decreased to zero percent (0%) at any time during a\nPurchase Period. Payroll deductions shall recommence at the rate provided in\nsuch participant's subscription agreement at the beginning of the first Purchase\nPeriod which is scheduled to end in the following calendar year, unless\nterminated by the participant as provided in Section 10 hereof. \n\n          (e) At the time the option is exercised, in whole or in part, or at\nthe time some or all of the Company's Common Stock issued under the Plan is\ndisposed of, the participant must make adequate provision for the Company's\nfederal, state, or other tax withholding obligations, if any, which arise upon\nthe exercise of the option or the disposition of the Common Stock. At any time,\nthe Company may, but shall not be obligated to, withhold from the participant's\ncompensation the amount necessary for the Company to meet applicable withholding\nobligations, including any withholding required to make available to the Company\nany tax deductions or benefits attributable to sale or early disposition of\nCommon Stock by the Employee. \n\n     7. GRANT OF OPTION. On the Enrollment Date of each Offering Period, each\neligible Employee participating in such Offering Period shall be granted an\noption to purchase on each Exercise Date during such Offering Period (at the\napplicable Purchase Price) up to a number of shares of the Company's Common\nStock determined by dividing such Employee's payroll deductions accumulated\nprior to such Exercise Date and retained in the Participant's account as of the\nExercise Date by the applicable Purchase Price; provided that in no event shall\nan Employee be permitted to purchase during each Purchase Period more than 2,500\nshares of the Company's Common Stock (subject to any adjustment pursuant to\nSection 19), and provided further that such purchase shall be subject to the\nlimitations set forth in Sections 3(b) and 12 hereof. The Board may, for future\nOffering Periods, increase or decrease, in its absolute discretion, the maximum\nnumber of shares of \n\n\n                                      -4-\n\n\nthe Company's Common Stock an Employee may purchase during each Purchase \nPeriod of such Offering Period. Exercise of the option shall occur as \nprovided in Section 8 hereof, unless the participant has withdrawn pursuant \nto Section 10 hereof. The option shall expire on the last day of the Offering \nPeriod. \n\n     8. EXERCISE OF OPTION. \n\n          (a) Unless a participant withdraws from the Plan as provided in\nSection 10 hereof, his or her option for the purchase of shares shall be\nexercised automatically on the Exercise Date, and the maximum number of full\nshares subject to option shall be purchased for such participant at the\napplicable Purchase Price with the accumulated payroll deductions in his or her\naccount. No fractional shares shall be purchased; any payroll deductions\naccumulated in a participant's account which are not sufficient to purchase a\nfull share shall be retained in the participant's account for the subsequent\nPurchase Period or Offering Period, subject to earlier withdrawal by the\nparticipant as provided in Section 10 hereof. Any other monies left over in a\nparticipant's account after the Exercise Date shall be returned to the\nparticipant. During a participant's lifetime, a participant's option to purchase\nshares hereunder is exercisable only by him or her. \n\n          (b) If the Board determines that, on a given Exercise Date, the number\nof shares with respect to which options are to be exercised may exceed (i) the\nnumber of shares of Common Stock that were available for sale under the Plan on\nthe Enrollment Date of the applicable Offering Period, or (ii) the number of\nshares available for sale under the Plan on such Exercise Date, the Board may in\nits sole discretion (x) provide that the Company shall make a pro rata\nallocation of the shares of Common Stock available for purchase on such\nEnrollment Date or Exercise Date, as applicable, in as uniform a manner as shall\nbe practicable and as it shall determine in its sole discretion to be equitable\namong all participants exercising options to purchase Common Stock on such\nExercise Date, and continue all Offering Periods then in effect, or (y) provide\nthat the Company shall make a pro rata allocation of the shares available for\npurchase on such Enrollment Date or Exercise Date, as applicable, in as uniform\na manner as shall be practicable and as it shall determine in its sole\ndiscretion to be equitable among all participants exercising options to purchase\nCommon Stock on such Exercise Date, and terminate any or all Offering Periods\nthen in effect pursuant to Section 20 hereof. The Company may make pro rata\nallocation of the shares available on the Enrollment Date of any applicable\nOffering Period pursuant to the preceding sentence, notwithstanding any\nauthorization of additional shares for issuance under the Plan by the Company's\nshareholders subsequent to such Enrollment Date. \n\n     9. DELIVERY. As promptly as practicable after each Exercise Date on which a\npurchase of shares occurs, the Company shall arrange the delivery to each\nparticipant, as appropriate, of a certificate representing the shares purchased\nupon exercise of his or her option. \n\n     10. WITHDRAWAL. \n\n          (a) A participant may withdraw all but not less than all the payroll\ndeductions credited to his or her account and not yet used to exercise his or\nher option under the Plan at any time by giving written notice to the Company in\nthe form of Exhibit B to this Plan. All of the participant's payroll deductions\ncredited to his or her account shall be paid to such participant \n\n\n                                      -5-\n\n\npromptly after receipt of notice of withdrawal and such participant's option \nfor the Offering Period shall be automatically terminated, and no further \npayroll deductions for the purchase of shares shall be made for such Offering \nPeriod. If a participant withdraws from an Offering Period, payroll \ndeductions shall not resume at the beginning of the succeeding Offering \nPeriod unless the participant delivers to the Company a new subscription \nagreement. \n\n          (b) A participant's withdrawal from an Offering Period shall not have\nany effect upon his or her eligibility to participate in any similar plan which\nmay hereafter be adopted by the Company or in succeeding Offering Periods which\ncommence after the termination of the Offering Period from which the participant\nwithdraws. \n\n     11. TERMINATION OF EMPLOYMENT.\n\n          Upon a participant's ceasing to be an Employee, for any reason, he or\nshe shall be deemed to have elected to withdraw from the Plan and the payroll\ndeductions credited to such participant's account during the Offering Period but\nnot yet used to exercise the option shall be returned to such participant or, in\nthe case of his or her death, to the person or persons entitled thereto under\nSection 15 hereof, and such participant's option shall be automatically\nterminated. The preceding sentence notwithstanding, a participant who receives\npayment in lieu of notice of termination of employment shall be treated as\ncontinuing to be an Employee for the participant's customary number of hours per\nweek of employment during the period in which the participant is subject to such\npayment in lieu of notice. \n\n     12. INTEREST. No interest shall accrue on the payroll deductions of a\nparticipant in the Plan.\n\n     13. STOCK. \n\n          (a) Subject to adjustment upon changes in capitalization of the \nCompany as provided in Section 19 hereof, the maximum number of shares of the \nCompany's Common Stock which shall be made available for sale under the Plan \nshall be 1,000,000 shares plus an annual increase to be added on the first \nday of the Company's fiscal year beginning in 2001, equal to the lesser of 2% \nof the outstanding shares on such date, 2,000,000 shares or a lesser amount \ndetermined by the Board. \n\n          (b) The participant shall have no interest or voting right in shares\ncovered by his option until such option has been exercised. \n\n          (c) Shares to be delivered to a participant under the Plan shall be\nregistered in the name of the participant or in the name of the participant and\nhis or her spouse. \n\n     14. ADMINISTRATION. The Plan shall be administered by the Board or a\ncommittee of members of the Board appointed by the Board. The Board or its\ncommittee shall have full and exclusive discretionary authority to construe,\ninterpret and apply the terms of the Plan, to determine eligibility and to\nadjudicate all disputed claims filed under the Plan. Every finding, decision and\ndetermination made by the Board or its committee shall, to the full extent\npermitted by law, be final and binding upon all parties. \n\n     15. DESIGNATION OF BENEFICIARY. \n\n\n                                      -6-\n\n\n          (a) A participant may file a written designation of a beneficiary who\nis to receive any shares and cash, if any, from the participant's account under\nthe Plan in the event of such participant's death subsequent to an Exercise Date\non which the option is exercised but prior to delivery to such participant of\nsuch shares and cash. In addition, a participant may file a written designation\nof a beneficiary who is to receive any cash from the participant's account under\nthe Plan in the event of such participant's death prior to exercise of the\noption. If a participant is married and the designated beneficiary is not the\nspouse, spousal consent shall be required for such designation to be effective.\n\n          (b) Such designation of beneficiary may be changed by the participant\nat any time by written notice. In the event of the death of a participant and in\nthe absence of a beneficiary validly designated under the Plan who is living at\nthe time of such participant's death, the Company shall deliver such shares\nand\/or cash to the executor or administrator of the estate of the participant,\nor if no such executor or administrator has been appointed (to the knowledge of\nthe Company), the Company, in its discretion, may deliver such shares and\/or\ncash to the spouse or to any one or more dependents or relatives of the\nparticipant, or if no spouse, dependent or relative is known to the Company,\nthen to such other person as the Company may designate. \n\n     16. TRANSFERABILITY. Neither payroll deductions credited to a participant's\naccount nor any rights with regard to the exercise of an option or to receive\nshares under the Plan may be assigned, transferred, pledged or otherwise\ndisposed of in any way (other than by will, the laws of descent and distribution\nor as provided in Section 15 hereof) by the participant. Any such attempt at\nassignment, transfer, pledge or other disposition shall be without effect,\nexcept that the Company may treat such act as an election to withdraw funds from\nan Offering Period in accordance with Section 10 hereof. \n\n     17. USE OF FUNDS. All payroll deductions received or held by the Company\nunder the Plan may be used by the Company for any corporate purpose, and the\nCompany shall not be obligated to segregate such payroll deductions. \n\n     18. REPORTS. Individual accounts shall be maintained for each participant\nin the Plan. Statements of account shall be given to participating Employees at\nleast annually, which statements shall set forth the amounts of payroll\ndeductions, the Purchase Price, the number of shares purchased and the remaining\ncash balance, if any. \n\n     19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, LIQUIDATION,\nMERGER OR ASSET SALE. \n\n          (a) CHANGES IN CAPITALIZATION. Subject to any required action by the\nshareholders of the Company, the Reserves, the maximum number of shares each\nparticipant may purchase each Purchase Period (pursuant to Section 7), as well\nas the price per share and the number of shares of Common Stock covered by each\noption under the Plan which has not yet been exercised 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 shares of Common Stock effected without receipt of\nconsideration by the Company; provided, however, that conversion of any\nconvertible securities of the Company shall not be deemed to have been \"effected\nwithout receipt of consideration.\" Such adjustment shall be made by the Board,\nwhose determination in that \n\n\n                                      -7-\n\n\nrespect shall be final, binding and conclusive. Except as expressly provided \nherein, no issuance by the Company of shares of stock of any class, or \nsecurities convertible into shares of stock of any class, shall affect, and \nno adjustment by reason thereof shall be made with respect to, the number or \nprice of shares of Common Stock subject to an option. \n\n          (b) DISSOLUTION OR LIQUIDATION. In the event of the proposed\ndissolution or liquidation of the Company, the Offering Period then in progress\nshall be shortened by setting a new Exercise Date (the \"New Exercise Date\"), and\nshall terminate immediately prior to the consummation of such proposed\ndissolution or liquidation, unless provided otherwise by the Board. The New\nExercise Date shall be before the date of the Company's proposed dissolution or\nliquidation. The Board shall notify each participant in writing, at least ten\n(10) business days prior to the New Exercise Date, that the Exercise Date for\nthe participant's option has been changed to the New Exercise Date and that the\nparticipant's option shall be exercised automatically on the New Exercise Date,\nunless prior to such date the participant has withdrawn from the Offering Period\nas provided in Section 10 hereof. \n\n          (c) MERGER OR ASSET SALE. In the event of a proposed sale of all or\nsubstantially all of the assets of the Company, or the merger of the Company\nwith or into another corporation, each outstanding option shall be assumed or an\nequivalent option substituted by the successor corporation or a Parent or\nSubsidiary of the successor corporation. In the event that the successor\ncorporation refuses to assume or substitute for the option, any Purchase Periods\nthen in progress shall be shortened by setting a new Exercise Date (the \"New\nExercise Date\") and any Offering Periods then in progress shall end on the New\nExercise Date. The New Exercise Date shall be before the date of the Company's\nproposed sale or merger. The Board shall notify each participant in writing, at\nleast ten (10) business days prior to the New Exercise Date, that the Exercise\nDate for the participant's option has been changed to the New Exercise Date and\nthat the participant's option shall be exercised automatically on the New\nExercise Date, unless prior to such date the participant has withdrawn from the\nOffering Period as provided in Section 10 hereof. \n\n     20.  AMENDMENT OR TERMINATION. \n\n          (a) The Board of Directors of the Company may at any time and for any\nreason terminate or amend the Plan. Except as provided in Section 19 hereof, no\nsuch termination can affect options previously granted, provided that an\nOffering Period may be terminated by the Board of Directors on any Exercise Date\nif the Board determines that the termination of the Offering Period or the Plan\nis in the best interests of the Company and its shareholders. Except as provided\nin Section 19 and this Section 20 hereof, no amendment may make any change in\nany option theretofore granted which adversely affects the rights of any\nparticipant. To the extent necessary to comply with Section 423 of the Code (or\nany successor rule or provision or any other applicable law, regulation or stock\nexchange rule), the Company shall obtain shareholder approval in such a manner\nand to such a degree as required. \n\n          (b) Without shareholder consent and without regard to whether any\nparticipant rights may be considered to have been \"adversely affected,\" the\nBoard (or its committee) shall be entitled to change the Offering Periods, limit\nthe frequency and\/or number of changes in the amount withheld during an Offering\nPeriod, establish the exchange ratio applicable to amounts withheld in a\ncurrency other than U.S. dollars, permit payroll withholding in excess of the\namount designated by a \n\n\n                                      -8-\n\n\n\nparticipant in order to adjust for delays or mistakes in the Company's \nprocessing of properly completed withholding elections, establish reasonable \nwaiting and adjustment periods and\/or accounting and crediting procedures to \nensure that amounts applied toward the purchase of Common Stock for each \nparticipant properly correspond with amounts withheld from the participant's \nCompensation, and establish such other limitations or procedures as the Board \n(or its committee) determines in its sole discretion advisable which are \nconsistent with the Plan. \n\n          (c) In the event the Board determines that the ongoing operation of\nthe Plan may result in unfavorable financial accounting consequences, the Board\nmay, in its discretion and, to the extent necessary or desirable, modify or\namend the Plan to reduce or eliminate such accounting consequence including, but\nnot limited to: \n\n              (i)   altering the Purchase Price for any Offering Period \nincluding an Offering Period underway at the time of the change in Purchase \nPrice; \n\n              (ii)  shortening any Offering Period so that Offering Period ends\non a new Exercise Date, including an Offering Period underway at the time of the\nBoard action; and \n\n              (iii) allocating shares.\n\n          Such modifications or amendments shall not require stockholder\napproval or the consent of any Plan participants. \n\n     21.  NOTICES. All notices or other communications by a participant to the\nCompany under or in connection with the Plan shall be deemed to have been duly\ngiven when received in the form specified by the Company at the location, or by\nthe person, designated by the Company for the receipt thereof. \n\n     22.  CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with\nrespect to an option unless the exercise of such option and the issuance and\ndelivery of such shares pursuant thereto shall comply with all applicable\nprovisions of law, domestic or foreign, including, without limitation, the\nSecurities Act of 1933, as amended, the Securities Exchange Act of 1934, as\namended, the rules and regulations promulgated thereunder, and the requirements\nof any stock exchange upon which the shares may then be listed, and shall be\nfurther subject to the approval of counsel for the Company with respect to such\ncompliance.\n\n          As a condition to the exercise of an option, the Company may require \nthe person exercising such option to represent and warrant at the time of any \nsuch exercise that the shares are being purchased only for investment and \nwithout any present intention to sell or distribute such shares if, in the \nopinion of counsel for the Company, such a representation is required by any \nof the aforementioned applicable provisions of law. \n\n     23.  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. It shall continue in effect for a term of ten \n(10) years unless sooner terminated under Section 20 hereof. \n\n     24.  AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. To the extent\npermitted by any applicable laws, regulations, or stock exchange rules if the\nFair Market Value of the Common Stock \n\n\n                                      -9-\n\n\n\non any Exercise Date in an Offering Period is lower than the Fair Market \nValue of the Common Stock on the Enrollment Date of such Offering Period, \nthen all participants in such Offering Period shall be automatically \nwithdrawn from such Offering Period immediately after the exercise of their \noption on such Exercise Date and automatically re-enrolled in the immediately \nfollowing Offering Period as of the first day thereof.\n\n\n                                      -10-\n\n\n                                    EXHIBIT A\n\n\n                                 UTSTARCOM, INC.\n\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n                             SUBSCRIPTION AGREEMENT\n\n_____ Original Application                           Enrollment Date:___________\n_____ Change in Payroll Deduction Rate\n_____ Change of Beneficiary(ies)\n\n1.       ____________________ hereby elects to participate in the UTStarcom,\n         Inc. Employee Stock Purchase Plan (the \"Employee Stock Purchase Plan\")\n         and subscribes to purchase shares of the Company's Common Stock in\n         accordance with this Subscription Agreement and the Employee Stock\n         Purchase Plan.\n\n2.       I hereby authorize payroll deductions from each paycheck in the amount\n         of ____% of my Compensation on each payday (from 0 to 15%) during the\n         Offering Period in accordance with the Employee Stock Purchase Plan.\n         (Please note that no fractional percentages are permitted.)\n\n3.       I understand that said payroll deductions shall be accumulated for the\n         purchase of shares of Common Stock at the applicable Purchase Price\n         determined in accordance with the Employee Stock Purchase Plan. I\n         understand that if I do not withdraw from an Offering Period, any\n         accumulated payroll deductions will be used to automatically exercise\n         my option.\n\n4.       I have received a copy of the complete Employee Stock Purchase Plan. I\n         understand that my participation in the Employee Stock Purchase Plan is\n         in all respects subject to the terms of the Plan. I understand that my\n         ability to exercise the option under this Subscription Agreement is\n         subject to shareholder approval of the Employee Stock Purchase Plan.\n\n5.       Shares purchased for me under the Employee Stock Purchase Plan should\n         be issued in the name(s) of (Employee or Employee and Spouse only).\n\n6.       I understand that if I dispose of any shares received by me pursuant to\n         the Plan within 2 years after the Enrollment Date (the first day of\n         the Offering Period during which I purchased such shares) or one year\n         after the Exercise Date, I will be treated for federal income tax\n         purposes as having received ordinary income at the time of such\n         disposition in an amount equal to the excess of the fair market value\n         of the shares at the time such shares were purchased by me over the\n         price which I paid for the shares. I HEREBY AGREE TO NOTIFY THE\n         COMPANY IN WRITING WITHIN 30 DAYS AFTER THE DATE OF ANY DISPOSITION OF\n         MY SHARES AND I WILL MAKE ADEQUATE PROVISION FOR FEDERAL, STATE OR\n         OTHER TAX WITHHOLDING OBLIGATIONS, IF ANY, WHICH ARISE UPON THE\n\n\n\n         DISPOSITION OF THE COMMON STOCK. The Company may, but will not be\n         obligated to, withhold from my compensation the amount necessary to\n         meet any applicable withholding obligation including any withholding\n         necessary to make available to the Company any tax deductions or\n         benefits attributable to sale or early disposition of Common Stock by\n         me. If I dispose of such shares at any time after the expiration of\n         the 2-year and 1-year holding periods, I understand that I will be\n         treated for federal income tax purposes as having received income only\n         at the time of such disposition, and that such income will be taxed as\n         ordinary income only to the extent of an amount equal to the lesser of\n         (1) the excess of the fair market value of the shares at the time of\n         such disposition over the purchase price which I paid for the shares,\n         or (2) 15% of the fair market value of the shares on the first day of\n         the Offering Period. The remainder of the gain, if any, recognized on\n         such disposition will be taxed as capital gain.\n\n7.       I hereby agree to be bound by the terms of the Employee Stock Purchase\n         Plan. The effectiveness of this Subscription Agreement is dependent\n         upon my eligibility to participate in the Employee Stock Purchase Plan.\n\n8.       In the event of my death, I hereby designate the following as my\n         beneficiary(ies) to receive all payments and shares due me under the\n         Employee Stock Purchase Plan:\n\n         NAME:  (Please print)\n                              --------------------------------------------------\n                                   (First)       (Middle)         (Last)\n\n\n         -------------------------   -------------------------------------------\n         Relationship\n\n                                     -------------------------------------------\n                                     (Address)\n\n\n                                      -2-\n\n\n         Employee's Social\n         Security Number:             \n                                      -----------------------------------------\n\n         Employee's Address:\n                                      -----------------------------------------\n\n                                      -----------------------------------------\n\n                                      -----------------------------------------\n\n\nI UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT\nSUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.\n\nDated:\n      -------------------------       -----------------------------------------\n                                      Signature of Employee\n\n\n                                      -----------------------------------------\n                                      Spouse's Signature (If beneficiary\n                                      other than spouse)\n\n\n                                      -3-\n\n\n                                    EXHIBIT B\n\n\n                                 UTSTARCOM, INC.\n\n                        2000 EMPLOYEE STOCK PURCHASE PLAN\n\n                              NOTICE OF WITHDRAWAL\n\n\n\n         The undersigned participant in the Offering Period of the UTStarcom,\nInc. Employee Stock Purchase Plan which began on ____________, 200_ (the\n\"Enrollment Date\") hereby notifies the Company that he or she hereby withdraws\nfrom the Offering Period. He or she hereby directs the Company to pay to the\nundersigned as promptly as practicable all the payroll deductions credited to\nhis or her account with respect to such Offering Period. The undersigned\nunderstands and agrees that his or her option for such Offering Period will be\nautomatically terminated. The undersigned understands further that no further\npayroll deductions will be made for the purchase of shares in the current\nOffering Period and the undersigned shall be eligible to participate in\nsucceeding Offering Periods only by delivering to the Company a new Subscription\nAgreement.\n\n                                         Name and Address of Participant:\n\n                                         --------------------------------\n\n                                         --------------------------------\n\n                                         --------------------------------\n\n\n                                         Signature:\n\n                                         --------------------------------\n\n                                         Date:\n                                              ---------------------------\n<\/description><\/sequence><\/type><\/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-38291","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\/38291","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=38291"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38291"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38291"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38291"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}