0001047469-06-010654 Sample Contracts

UTSTARCOM, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Control Severance Agreement • August 9th, 2006 • Utstarcom Inc • Communications equipment, nec • California

This Amended and Restated Change of Control/Involuntary Termination Severance Agreement (the "Agreement") is made and entered into effective as of , 2006 (the "Effective Date"), by and between Ying Wu (the "Employee") and UTStarcom, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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UTSTARCOM, INC. AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • August 9th, 2006 • Utstarcom Inc • Communications equipment, nec • California

This Amended and Restated Change of Control/Involuntary Termination Severance Agreement (the "Agreement") is made and entered into effective as of , 2006 (the "Effective Date"), by and between William X. Huang (the "Employee") and UTStarcom, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below.

UTSTARCOM, INC. AMENDED AND RESTATED CHANGE OF CONTROL/INVOLUNTARY TERMINATION SEVERANCE AGREEMENT
Severance Agreement • August 9th, 2006 • Utstarcom Inc • Communications equipment, nec • California

This Amended and Restated Change of Control/Involuntary Termination Severance Agreement (the "Agreement") is made and entered into effective as of , 2006 (the "Effective Date"), by and between Francis P. Barton (the "Employee") and UTStarcom, Inc., a Delaware corporation (the "Company"). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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