Determination of 2009 Base Salaries for Executive Officers

On February 18, 2009, the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of the UTStarcom, Inc. (the "Company") approved the 2009 annual base salaries for the Company's executive officers (the "Executive Officers"). In light of the Company's performance in 2008, no changes were made to the Executive Officers' annual base salaries.

Annual salaries remain as follows: Hong Liang Lu, Chairman, $700,000 per year; Peter Blackmore, President and Chief Executive Officer, $800,000 per year; Mark Green, Senior Vice President, Worldwide Human Resources and Real Estate, $367,500 per year; Susan Marsch, Senior Vice President, General Counsel, Secretary and Chief Ethics Officer, $330,000 per year and Viraj Patel, Interim Chief Financial Officer, Vice President, Corporate Controller, and Chief Accounting Officer, $288,750 per year. Susan Marsch was designated an Executive Officer by the Company on February 18, 2009.

Determination of Earned 2008 Performance-Based Restricted Stock Units (RSUs)

As disclosed in the Company's Current Report on Form 8-K filed with the SEC on February 28, 2008, the Committee previously granted certain of the Executive Officers performance-based RSUs under the Company's 2006 Equity Incentive Plan (the "Plan"), the vesting of which was contingent upon each Executive Officer meeting certain management performance objectives established and tailored for each Executive Officer by the Committee for the Company's 2008 fiscal year, including (i) achievement of corporate financial measures related to bookings, revenue and net income, (ii) achievement of certain corporate objectives, and
(iii) achievement by such Executive Officer of additional individualized performance objectives reviewed and approved by the Compensation Committee. As previously disclosed, on October 6, 2008, in connection with Mr. Patel's appointment as Interim Chief Financial Officer, the Company eliminated the original performance requirements with respect to 60,000 RSUs previously awarded to Mr. Patel.

At its meeting on February 18, 2009, the Committee measured each Executive Officer's performance against the established objectives and determined that the number of RSUs earned by each Executive Officer is as follows:

                                          Number of RSUs
                   Number of RSUs             Earned            RSUs Earned as a
                     Granted on       Effective February 27,   percentage of RSUs
Name              February 29, 2008            2009                 Granted
Hong Liang Lu               400,000                  200,000                   50 %
Peter Blackmore             170,000                   85,000                   50 %
Mark Green                  110,000                   82,500                   75 %
Viraj Patel                  60,000                   60,000                  100 %

The earned RSUs will vest 50% on each of February 27, 2009 and February 26, 2010, subject to the Executive Officer being a service provider (as defined in the Plan) through such date. The RSUs that were not earned will be forfeited. Each RSU represents a contingent right to receive one share of the Company's common stock on the vesting date. The grants were made as part of the Company's annual focal awards process for 2008. The awards were made subject to the standard terms and conditions of the form of restricted stock unit agreement under the Plan. In the event an Executive Officer's employment with the Company terminates as a result of death or "disability" (as defined in the Plan), the Executive Officer's award will vest in full upon the date of termination.

Susan Marsch was not an Executive Officer at the time of the 2008 performance-based RSU grant.

Grant of 2009 Focal Award



As part of its annual focal awards process for fiscal year 2009, the Committee
approved the grant of RSUs under the Plan to certain Executive Officers
effective February 27, 2009, as follows:



Name              Number of RSUs                    Vesting Schedule
Hong Liang Lu      88,061 RSUs     Four-year vesting as follows: 25% on 2/26/10; 25%
                                   on 2/28/11; 25% on 2/29/12 and 25% on 2/28/13,
                                   provided that the Executive Officer is a service
                                   provider (as defined in the Plan) on each such
                                   date.
                   176,121 RSUs    Performance based (as described below).
Peter Blackmore    112,364 RSUs    Four-year vesting as follows: 25% on 2/26/10; 25%
                                   on 2/28/11; 25% on 2/29/12 and 25% on 2/28/13,
                                   provided that the Executive Officer is a service
                                   provider (as defined in the Plan) on each such
                                   date.
                   224,727 RSUs    Performance based (as described below).
Mark Green         60,899 RSUs     Four-year vesting as follows: 25% on 2/26/10; 25%
                                   on 2/28/11; 25% on 2/29/12 and 25% on 2/28/13,
                                   provided that the Executive Officer is a service
                                   provider (as defined in the Plan) on each such
                                   date.
                   121,778 RSUs    Performance based (as described below).
Susan Marsch       33,333 RSUs     Four-year vesting as follows: 25% on 2/26/10; 25%
                                   on 2/28/11; 25% on 2/29/12 and 25% on 2/28/13,
                                   provided that the Executive Officer is a service
                                   provider (as defined in the Plan) on each such
                                   date.
                   66,667 RSUs     Performance based (as described below).
Viraj Patel        18,646 RSUs     Four-year vesting as follows: 25% on 2/26/10; 25%
                                   on 2/28/11; 25% on 2/29/12 and 25% on 2/28/13,
                                   provided that the Executive Officer is a service
                                   provider (as defined in the Plan) on each such
                                   date.
                   37,293 RSUs     Performance based (as described below).

The performance-based RSUs will be earned with respect to each Executive Officer based on management performance objectives to be established and tailored for each Executive Officer by the Committee for the Company's 2009 fiscal year. Performance will be measured against the established objectives and, to the extent the established objectives have been achieved, the number of performance-based RSUs earned by each Executive Officer shall be determined by the Committee, in its sole discretion, provided that such Executive Officer remains a service provider (as defined in the Plan) of the Company on the date of determination. The Committee's determination as to the extent the established objectives have been achieved shall be made as soon as administratively practicable following the end of the 2009 fiscal year. Following the determination of the number of RSUs earned by each Executive Officer, 50% of the earned RSUs shall vest on each of February 26, 2010 and February 28, 2011, provided that such Executive Officer remains a service provider of the Company (as defined in the Plan) through those dates.

Each RSU represents a contingent right to receive one share of the Company's common stock on the vesting date. The grants were made as part of the Company's annual focal awards process for fiscal year 2009. The awards were made subject to the standard terms and conditions of the restricted stock unit agreement under the Plan. In the event an Executive Officer's employment with the Company terminates as a result of death or "disability" (as defined in the Plan), the Executive Officer's award will vest in full upon the date of termination.