AMENDED AND RESTATED CHANGE OF CONTROL SEVERANCE AGREEMENT
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.
R E C I T A L S
A. The Company and Employee previously entered into a Change of Control Severance Agreement which provided the
Employee with certain severance benefits upon the Employee's termination of employement following a Change of Control.
B. The Board of Directors of the Company (the "Board") believes that it is in the best interests of the Company and its
shareholders to provide the Employee with further incentives to continue his employment.
C. In order to provide the Employee with enhanced financial security and sufficient encouragement to remain with the
Company, the Board wishes to augment certain terms of the Original Agreement, which is hereby amended adn restated in its
entirety as follows.
In consideration of the mutual covenants herein contained and the continued employment of Employee by the Company,
the parties agree as follows:
1. Definition of Terms. The following terms referred to in this Agreement shall have the following meanings:
(a) Cause. "Cause" shall mean (i) any act of personal dishonesty taken by the Employee in connection
with his responsibilities as an employee which is intended to result in substantial personal enrichment of the
Employee, (ii) Employee's conviction of a felony which the Board reasonably believes has had or will have a
material detrimental effect on the Company's reputation or business, (iii) a willful act by the Employee which
constitutes misconduct and is injuriou