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1997 STOCK PLAN
(AS AMENDED ON DECEMBER 8, 1999)
1. PURPOSES OF THE PLAN. The purposes of this Stock Plan are to attract and retain the best available personnel for
positions of substantial responsibility, to provide additional incentive to Employees, Directors and Consultants and to promote
the success of the Company's business. Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock
Options, as determined by the Administrator at the time of grant. Stock Purchase Rights may also be granted under the Plan.
2. DEFINITIONS. As used herein, the following definitions shall apply:
(a) "ADMINISTRATOR" means the Board or any of its Committees as shall be administering the Plan in
accordance with Section 4 hereof.
(b) "APPLICABLE LAWS" means the requirements relating to the administration of stock option plans under U.S.
state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which
the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Options or
Stock Purchase Rights are granted under the Plan.
(c) "BOARD" means the Board of Directors of the Company.
(d) "CODE" means the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" means a committee of Directors appointed by the Board in accordance with Section 4 hereof.
(f) "COMMON STOCK" means the Common Stock of the Company.
(g) "COMPANY" means UTStarcom, Inc., a Delaware corporation.
(h) "CONSULTANT" means any person who is engaged by the Company or any Parent or Subsidiary to render
consulting or advisory services to such entity.
(i) "DIRECTOR" means a member of the Board of Directors of the Company.
(j) "DISABILITY" means total and permanent disability as defined in