S-8

As filed with the Securities and Exchange Commission on July 12, 2002

Registration No. 333-____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

Under

The Securities Act of 1933

UTSTARCOM, INC.

(Exact name of Registrant as specified in its charter)

Delaware	52-1782500
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification Number)

UTSTARCOM, INC.

1275 Harbor Bay Parkway, Suite 100

Alameda, California  94502

(510) 864-8800

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

ISSANNI COMMUNICATIONS, INC. INCENTIVE PROGRAM

(Full title of the Plan)

Hong L. Lu

President and Chief Executive Officer

UTSTARCOM, INC.

1275 Harbor Bay Parkway, Suite 100

Alameda, California  94502

(510) 864-8800

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Carmen Chang, Esq.

Wilson Sonsini Goodrich & Rosati

Professional Corporation

650 Page Mill Road

Palo Alto, California  94304

(650) 493-9300

Approximate date of commencement of proposed sale to the public:  As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ý

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to Be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee (2)
Common Stock, $0.00125 par value	39,876 shares	$19.53	$778,778.28	$71.65

(1)This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of Common Stock.

(2)The Proposed Maximum Offering Price Per Share has been determined in accordance with Rule 457(h) under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low price of the Common Stock as reported on the Nasdaq National Market on July 8, 2002.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.            Information Incorporated by Reference.

The following documents and information previously filed with the Securities and Exchange Commission (the “Commission”) are hereby incorporated by reference in this Registration Statement:

(a)The Registrant’s Annual Report on Form 10-K/A (Commission File No. 000-29661) for the year ended December 31, 2001, filed with the Commission on February 11, 2002.

(b)The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, filed with the Commission on May 1, 2002.

(c)The description of the Common Stock of the Registrant that is contained in the Registration Statement on Form 8-A filed pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on February 23, 2000.

(d)All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be part hereof from the date of filing of such documents.

Item 4.            Description of Securities.

Not applicable.

Item 5.            Interests of Named Experts and Counsel.

Carmen Chang, a member of Wilson Sonsini Goodrich & Rosati, Professional Corporation, is Assistant Secretary of the Registrant.  Wilson Sonsini Goodrich & Rosati is corporate counsel to the Registrant.  In addition, certain individual attorneys employed by Wilson Sonsini Goodrich & Rosati beneficially own shares of the Registrant’s Common Stock.  As of May 31, 2002, such individuals beneficially owned an aggregate of approximately 5,333 shares of the Registrant’s Common Stock.

Item 6.            Indemnification of Directors and Officers.

Under Section 145 of the Delaware General Corporation Law, the Registrant can indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative other than action by or on behalf of the Registrant, by reason of the fact that such person is or was one of its officers or directors, or is or was serving at the Registrant’s request as a director, officer, employee or agent of another corporation or enterprise.  The indemnity may include expenses including attorneys’ fees, judgements, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the Registrant’s best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was illegal.  Under Delaware law, the Registrant may also indemnify officers and directors, against the expenses which such officer or director actually and reasonably incurred, in an action by or on behalf of the Registrant under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to us.

II-1

The Registrant’s certificate of incorporation contains a provision to limit the personal liability of its directors for violations of their fiduciary duty.  This provision eliminates each director’s liability to the Registrant or its stockholders for monetary damages to the fullest extent permitted under Delaware law.  The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

The Registrant’s bylaws provide for indemnification of its officers and directors to the fullest extent permitted by law.

The Registrant has also entered into indemnification agreements with its directors and officers.  The indemnification agreements provide indemnification to its directors and officers under certain circumstances for acts or omissions which may not be covered by directors’ and officers’ liability insurance.  The Registrant has also obtained directors’ and officers’ liability insurance, which insures against liabilities that its directors and officers may incur in such capacities.

Item 7.            Exemption from Registration Claimed.

Not applicable.

Item 8.            Exhibits.

The Exhibits listed on the accompanying Index to Exhibits are filed as part hereof, or incorporated by reference into, this Registration Statement.  (See Exhibit Index below).

Item 9.            Undertakings.

(a)   The undersigned Registrant hereby undertakes:

        (1)   To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however that clauses (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

        (2)   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

        (3)   To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)   The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof.

II-2

(c)   Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Alameda, State of California on July 12, 2002.

UTSTARCOM, INC.
By:	/s/ Hong Liang Lu
	Hong Liang Lu
	Chief Executive Officer and President

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Hong Liang Lu and Michael Sophie, jointly and severally, his/her attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any amendments to this Registration Statement on Form S-8, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

SIGNATURE	TITLE	DATE
/s/ Hong Liang Lu	Chief Executive Officer, President (Principal Executive Officer) and Director	July 12, 2002
Hong Liang Lu
/s/ Michael Sophie	Chief Financial Officer (Principal Financial and Accounting Officer)	July 12, 2002
Michael Sophie
/s/ Masayoshi Son	Chairman of the Board of Directors	July 12, 2002
Masayoshi Son
/s/ Ying Wu	Director	July 12, 2002
Ying Wu
/s/ Thomas J. Toy	Director	July 12, 2002
Thomas J. Toy
/s/ Larry D. Horner	Director	July 12, 2002
Larry D. Horner
/s/ Betsy S. Atkins	Director	July 12, 2002
Betsy S. Atkins

II-4

INDEX TO EXHIBITS

Exhibit Number	Exhibit Document	Sequentially Numbered Page
4.1*	Thirteenth Amended and Restated Certificate of Incorporation of Registrant
4.2*	Amended and Restated Bylaws of Registrant
4.3	Issanni Communications, Inc. Incentive Program
5.1	Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation, as to the legality of securities being registered (Counsel to the Registrant)
23.1	Consent of PricewaterhouseCoopers LLP (Independent Accountants)
23.2	Consent of Wilson Sonsini Goodrich & Rosati, Professional Corporation (contained in Exhibit 5.1 hereto)
24.1	Power of Attorney (see page II-4)

*  Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (no. 333-93069), which became effective March 2, 2000.

II-5

EX-4.3

EXHIBIT 4.3

ISSANNI COMMUNICATIONS, INC.

INCENTIVE PROGRAM

1.             Purpose of this Program.

The purpose of this Issanni Communications, Inc. Incentive Program (the “Program”) is to provide certain employees of Issanni Communications, Inc. (the “Company”) who provided services to the Company prior to the purchase of the outstanding capital stock of the Company by UTStarcom International Products, Inc. (the “Subsidiary”), a subsidiary of UTStarcom, Inc. (“Parent”), and who will continue to perform services for the Company, Parent, or a subsidiary of the Company or its Parent (the “Control Group”) with an incentive to continue providing services to a member of the Control Group and to maximize the value of the Company’s (or other Control Group member’s) business.  The Company, the shareholders of the Company and Subsidiary have entered into Share Purchase Agreement dated as of April 18, 2002 (the “Purchase Agreement”), and terms not defined herein shall have the meanings set forth in the Purchase Agreement.  For the purposes of this Program, the term “Effective Time” shall mean the date of “Closing”, as that term is defined in the Purchase Agreement.

2.             Administration of this Program.

The Board of Directors of the Parent shall administer this Program, or a committee appointed by such Board (referred to collectively herein as the “Board”).  The Board shall have the power and authority to take all actions and make all determinations that it deems necessary or desirable to effectuate, administer or interpret the Program.  Except as otherwise provided herein, the Board shall have the power and authority to evaluate the degree to which “Milestones” (as defined herein) have been satisfied and to establish such other measures as may be necessary to meet the objectives of the Program.  Except as otherwise provided herein, all actions taken and all determinations made by the Board shall be final, binding and conclusive on all parties, including the Company and all “Eligible Employees” (as defined herein).

3.             Eligibility.

The persons who shall participate in this Program (the “Eligible Employees”) shall be those individuals listed on Exhibit A.  No individual listed on Exhibit A shall be removed therefrom without his or her consent.  The consequences of any termination of an Eligible Employees employment with the Control Group shall be governed by the provisions of Section 6 of this Program.

4.             Operation of this Program.

(a)           General.  Each Eligible Employee will be granted a number of “Bonus Pool Shares” (as defined herein) equal to the total number of Bonus Pool Shares multiplied by the percentage across from such Eligible Employee’s name as provided for on Exhibit A (the “Stock Bonus Award”).  Such Bonus Pool Shares shall be subject to a Parent repurchase option, which will provide that the Parent will have the option to reacquire such shares for the original purchase price

paid for such shares in the event such Eligible Employee ceases to provide services to any member of the Control Group pursuant to Section 6(b) (the “Repurchase Option”).  Subject to Section 6(b), the Repurchase Option shall lapse on the fifth (5^th) anniversary of the Effective Time, subject to such Eligible Employee’s continued service with a member of the Control Group on such date.  Notwithstanding the foregoing and subject to Section 6(b), the Repurchase Option will lapse earlier with respect to a certain portion of each Eligible Employee’s Stock Bonus Award upon the attainment of the milestones described in Section 5 below (the “Milestones”) as determined by the Board (as provided herein), subject to such Eligible Employee’s continued service to a member of the Control Group on such date (unless otherwise provided by the terms of the Program).  The Stock Bonus Award, to the degree earned upon achievement of a Milestone or on the fifth (5^th) anniversary of the Effective Time, will be distributed to the Eligible Employees within thirty (30) days following either the date the Board makes such declaration or the fifth (5^th) anniversary of the Effective Time.  If an Eligible Employee does not vest in all or any portion of his or her Stock Bonus Award, then the Bonus Pool Shares with respect to any particular Stock Bonus Award shall revert to the Parent upon exercise of its Repurchase Option and shall not be distributed hereunder.

(b)           Stock Available for Grant Pursuant to this Program.  One Million Dollars ($1,000,000) worth of common stock of the Parent (the “Bonus Pool Shares”), valued as the amount of One Million Dollars $1,000,000 divided by the average of the closing price of the Parent’s common stock on the NASDAQ for the five (5) trading days immediately preceding the Effective Time, shall be available for grant under this Program.

5.             Milestones.

(a)           Program Year 2002 and 2003 Financial Goals.  For Program Year 2002 (as defined herein) and Program Year 2003 (as defined herein), the Repurchase Option will lapse with respect to a certain portion of the Eligible Employees respective Stock Bonus Awards upon the Control Group meeting or exceeding the following revenue goals for Sales (as defined herein) of the Issanni 500, Issanni 1000 and Issanni 5000 (including any associated maintenance services) (collectively the “Issanni Products”), or other Control Group commercial products or modules that are substantially dependent upon the proprietary technology of the Issanni Products:

Program Year	Issanni Products Program Year Revenue	Stock Bonus Award Amount
2002	At Least $5,000,000	$125,000
2002	At Least $10,000,000	$250,000
2002	At Least $20,000,000	$500,000
2003	At Least $5,000,000	$125,000
2003	At Least $10,000,000	$250,000
2003	At Least $20,000,000	$500,000

Upon the Board’s declaration that the financial goals for Program Year 2002 and/or Program Year 2003 have been achieved, those Bonus Pool Shares subject to a Stock Bonus

2

Award shall vest and have any Repurchase Option with respect thereto lapse, which such Bonus Pool Shares shall then be available for distribution in accordance with the terms of the Program and shall be distributed to the Eligible Employees to the extent an Eligible Employee is eligible to receive such Bonus Pool Shares.  In no event shall the total value of Bonus Pool Shares distributed on the basis of attainment of the Milestones exceed $500,000 for any single program year.

Notwithstanding anything to the contrary contained in the foregoing, it is the parties’ intent that the Program Year 2002 financial goals and the Program Year 2003 financial goals be calculated on a cumulative basis, both prospectively and retroactively applied. Accordingly, to the extent that the Sales in Program Year 2003 would have exceeded $20,000,000 in Program Year 2003 (an “Excess Sales Amount”), such Excess Sales Amount shall be credited towards the calculation of Sales for Program Year 2002 if a $500,000 Stock Bonus Award was not achieved (a “Shortfall”) in Program Year 2002. Excess Sales Amounts may also be applied to Shortfalls relating to a program year occurring after the program year in which such Excess Sales Amount was achieved, such that an Excess Sales Amount can be carried forward. Accordingly, an Excess Sales Amount for Program Year 2002 may also be credited towards the calculation of Sales for Program Year 2003 if a $500,000 Stock Bonus Award is not achieved for Program Year 2003.  The maximum Excess Sales Amount that may be applied to a Shortfall in either Program Year shall be $5,000,000, and payment of any such Excess Sales Amount[s] shall be subject to the $500,000 program year payment limitation described herein.

(b)           Accounting.  For purposes of Sections 5(b) and 5(c), the Eligible Employees shall be solely and collectively represented by Allan Chu (the “Representative”).  The Representative shall have the sole right and authority on behalf of the Eligible Employees, to seek any accounting as provided by this provision or address any issues that arise pursuant to this Program.  The Board shall send to the Representative on the date of each distribution of the Stock Bonus Award a statement showing, in reasonable detail and with sufficient supporting documentation, the calculation of the portion, if any, of the Stock Bonus Award earned by the Eligible Employees during each program year, certified by an officer of the Subsidiary. Representative and the Representative’s agents shall have reasonable access to the working papers of the Control Group and its auditors for purposes of confirming the accuracy of the calculations of the Sale[s] for Program Year 2002 and Program Year 2003. In the event that the Representative disputes the calculation of the Sale[s], it shall deliver a written notice to the Board within forty-five (45) days after receipt of the Board’s calculation of the achievement of the financial goals for either Program Year 2002 or Program Year 2003, including the reason for such dispute.  If no notice of dispute is received by the Board by such date, the Representative shall be deemed to have accepted the Board’s declaration.  If the Board, on the one hand, and Representative, on the other, fail to resolve any dispute within ten (10) days after the day on which the Representative gave notice of the dispute, then the dispute shall be submitted to an accounting firm (other than the Control Group’s auditors) mutually agreed to by the Board and the Representative (the “Accounting Firm”) and the dispute shall be submitted to such firm.  The Board on the one hand, and the Representative, on the other, shall engage the Accounting Firm to resolve the dispute and the Accounting Firm shall be required to render its decision within thirty (30) days.  The decision of the Accounting Firm shall be final and binding and the calculation of Sale[s] for the subject Program Year shall be adjusted to reflect such decision.  The Parent shall promptly issue to Eligible Employee[s] the appropriate amount of an additional Stock Bonus Award to the extent the resolution of the dispute(s) supports a calculation of

3

Sale[s] that requires the issuance of additional Stock Bonus Award consideration.  If resolution of the dispute(s) supports a calculation of the Sale[s] that reduces the amount of Stock Bonus Award that should have been issued to a number that is less than the amount of Stock Bonus Award previously awarded by the Parent, then the Parent, at its option, will be entitled to either (i) reduce the amount of Stock Bonus Award that the Parent may otherwise be required to issue with respect to the next successive Program Year in an amount equal to the amount of such excess Stock Bonus Award under this provision, or (ii) require the Eligible Employee[s] to pay the amount of Stock Bonus Award determined to be owing to the Parent.  The fees and expenses of the Accounting Firm shall initially be paid by the Eligible Employees on a pro-rata basis, but the Parent shall reimburse the Eligible Employees for such fees if the Parent disputes the calculation and the Eligible Employee’s  calculation is upheld.

(c)           Best Efforts.  The parties hereto agree to provide their best efforts, and to act in good faith, such that the Milestones shall be completed pursuant to the schedule described in paragraph (a) of this Section. In connection with the foregoing, Subsidiary and Parent shall use their best efforts to engineer, market and sell the Issanni Products. In the event that the Parent, Subsidiary or the Board decides to discontinue such engineering, marketing or sales efforts, the Board and the Representative shall negotiate in good faith so as to apply the terms and conditions of this Program to another set of mutually-agreed upon milestones such that the Eligible Employees will have the ability to realize all or that remaining portion of the Stock Bonus Award.  The parties hereto agrees that when new milestones are agreed upon pursuant to Section 5(g) of the Issanni Communications Inc. Shareholder Incentive Plan (the “Shareholder Incentive Plan”), to the greatest extent possible and taking into consideration the differences between this Program and the Shareholder Incentive Plan, such new milestones under the Shareholder Incentive Plan shall be the new milestones set forth pursuant to this Section 5(c).

 (d)          Acceleration.  All or a portion of the undistributed amount of the Stock Bonus Award, including any Shortfalls, shall become immediately due and payable upon any of the following events:

                                (i)            The sale (whether by sale of substantially all of the assets, stock, merger, or otherwise) or the discontinuation of operations of Subsidiary, Parent, or both.

                                (ii)           The sale (or exclusive licensing) of substantially all of the assets or any of the technology, methods or processes that the Subsidiary acquired from the Company pursuant to the Purchase Agreement.

                                                (iii)          The Control Group’s termination without cause of the employment agreement of either Alan Chu or Scot Zarkiewicz.  The parties agree that “cause” shall have the meaning as set forth in the respective employment agreements of Allan Chu and Scot Zarkiewicz.

6.             Termination.

(a)           Rights to Stock Bonus Awards.  Each Eligible Employee shall have a non-forfeitable right (subject to the payment of any required withholding taxes as provided for in Section 8) to his or her percentages of each Stock Bonus Award at the time the Board declares that a

4

particular Milestone has been timely completed or, if applicable, on the fifth (5^th) anniversary of the Effective Time, if such Eligible Employee is employed by a member of the Control Group upon such date(s) (except as provided in Section 6(e) below).  Moreover, if the Board has declared that a Milestone has been timely completed and an Eligible Employee’s employment with a member of the Control Group subsequently terminates prior to the distribution of the shares subject to a Stock Bonus Award for the achievement of such Milestone, such Eligible Employee shall still be entitled to receive his or her shares subject to the Stock Bonus Award earned with respect to the achievement of such Milestone.

(b)           Voluntary Termination/Termination for Cause.  If an Eligible Employee voluntarily terminates his or her employment with a member of the Control Group or has his or her employment terminated for Cause by a member of the Control Group, (i) prior to the achievement of a Milestone, (ii) prior to any additional Stock Bonus Award payment made due to credit given for an Excess Sales Amount as described in Section 5(a) or, (iii) if applicable, the fifth (5^th) anniversary of the Effective Time, Parent may exercise its Repurchase Option with respect to any shares not yet vested under this Program.  Any shares so repurchased shall revert to the Parent.

(c)           Death or Disability.  If a member of the Control Group terminates an Eligible Employee’s employment because of death or disability, prior to the achievement of a Milestone, or, if applicable, the fifth (5^th) anniversary of the Effective Time, such Eligible Employee (or his or her personal estate, as applicable) shall still be entitled to receive distribution of his or her Stock Bonus Award with respect to all Milestone(s) (regardless of the date of the Board’s declaration or the date of distribution of the shares subject to a Stock Bonus Award relating to such Milestone(s)).

(d)           Termination of Eligible Employee[s] for other than Cause.  If the employment of an Eligible Employee[s] is terminated by a member of the Control Group for other than Cause within twenty-four (24) months prior to achievement of a specific Milestone or Milestones, such Eligible Employee shall still be entitled to receive distribution of his or her Stock Bonus Award with respect to such Milestone(s) (regardless of the date of the Board’s declaration or the date of distribution of the shares subject to a Stock Bonus Award relating to such Milestone(s)).  The shares subject to a Stock Bonus Award allocated to Milestones achieved more than twenty-four (24) months after such Eligible Employee has been terminated by a member of the Control Group for any reason shall be subject to Parent’s Repurchase Option.  Any shares so repurchased shall revert to Parent.

(e)           Definitions.  For purposes of this Section 6, the following terms shall have the meanings ascribed to them below:

(i)    “Cause” shall mean an Eligible Employee’s (A) material breach or violation of any one or more provisions of, to the extent applicable, the Employment Agreement (the “Employment Agreement”) between such Eligible Employee and the Parent or any other agreement between such Eligible Employee and a member of the Control Group, which breach or violation, to the extent curable, shall have continued uncured (if and to the extent curable) for a period of thirty (30) calendar days after such Eligible Employee’s receipt of notice specifying the breach in reasonable detail; (B) willful misconduct or gross negligence in connection with the performance of his or her duties as an employee or officer of a member of the Control Group; (C) refusal to obey a material and lawful resolution or direction of Parent’s Board of Directors that is in writing and is

5

consistent with such Eligible Employee’s duties, which refusal, to the extent curable, shall have continued uncured (if and to the extent curable) for a period of thirty (30) calendar days after such Eligible Employee’s receipt of demand for compliance wih the resolution or direction; (D) commission of an act constituting grounds for immediate dismissal pursuant to Parent’s then-effective employee handbook, a copy of which as currently in effect was delivered to such Eligible Employee prior to such Eligible Employee’s execution of the Employment Agreement; or (E) conviction by a court of competent jurisdiction of, or plea of guilty or nolo contendere to, any felony.

(ii)   “Milestone Start Date” shall mean April 1, 2002.

(iii)  “Program Year 2002” shall mean the period commencing with April 1, 2002 and concluding one year later.

(iv)  “Program Year 2003” shall mean the period commencing one year plus one day after April 1, 2002 and concluding one year later.

(v)   “Sale[s]” shall mean, as of the Effective Time and thereafter as provided herein, (i) the Control Group receiving a firm, non-cancellable purchase order or equivalent sales contract from a third party for a specific product (and any associated maintanence services) during Program Year 2002 or Program Year 2003; and (ii) the Control Group issuing an invoice to the third party and recognizing revenue for the specific product pursuant to its accounting policies during Program Year 2002, Program Year 2003 and the six months immediately following Program Year 2003.  The Control Group does not have to actually receive payment in connection with a Sale in order for a Sale to have occurred for purposes of the Program.

7.             Fractional Shares.

No fractional shares shall be granted or distributed under the Program.  In lieu of any fractional shares to which an Eligible Employee would otherwise be entitled, such Eligible Employee shall receive cash equal to such fraction multiplied by the market value of the common stock of the Parent on the date of the Effective Time rounded to the nearest whole cent.

8.             Withholding.

Distributions pursuant to this Program shall be subject to all applicable federal and state tax and withholding requirements.  No shares shall be distributed to an Eligible Employee under the Program until such Eligible Employee has made arrangements with such Eligible Employee’s employer within the Control Group for the payment of any such withholding taxes.

9.             Death of Eligible Employee.

In the event of the death of an Eligible Employee, his or her estate or personal representative shall have the right to receive any shares subject to a Stock Bonus Award that would

6

otherwise have been due to such Eligible Employee under this Program at the time of death or thereafter.

10.           Funding.

The Parent shall reserve a sufficient number of shares of common stock for distribution under the Program.  Parent shall conduct itself reasonably and in good faith with respect to the Subsidiary’s achievement of the Milestones.

11.           Term of Program.

This Program shall become effective simultaneously with the Effective Time.  This Program shall continue until all benefits which have been earned or been forfeited or which could be earned or forfeited under this Program have been distributed or forfeited.

12.           Employment.

This Program does not constitute a contract of employment or impose on either the Eligible Employee or any member of the Control Group any obligation to retain the Eligible Employee as an employee or other service provider.  This Program does not change the status of the Eligible Employee as an employee at will, the policies of the Company regarding termination of employment, nor guarantee further continuing participation in the Program.

13.           Assignment and Alienation of Benefits.

To the maximum extent permitted by law, an Eligible Employee’s right or benefits under this Program shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge, and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void.  No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such benefit.

14.           Headings.

The Section headings in this Program are for convenience only; they form no part of the Program and shall not affect its interpretation.

15.           Amendment and Termination of this Program.

The Subisidary, its Parent, or any successor corporations, may not amend, suspend or terminate this Program, unless agreed to in writing signed by the Subsidiary (or its Parent or any successor corporations) and all affected Eligible Employees.

16.           Registration of Bonus Pool Shares.

Parent, within a reasonable time after the Effective Time (but not to exceed one hundred and eighty (180) days from the Effective Time), shall register the Bonus Pool Shares with

7

the United States Securities and Exchange Commission on Form S8 (or a successor form).  Parent shall be responsible for all of the costs and expenses of filing and completing such registration.

17.           Limitations

Neither this Program nor the transactions authorized under this Program constitute an express or implied promise of continued employment for any period of time whatsoever.  The rights and obligations of Company, Parent and Eligible Employees hereunder may not be sold, pledged, assigned, hypothecated, or disposed of in any manner other than by will or by the laws of descent and distribution, except pursuant to a writing signed by Parent, the Company and any affected Eligible Employee.

18.           Governing Law

This Program shall be governed by the laws of the State of California (without giving affect to its choice of law provisions).

8

EX-5.1

[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]

 Exhibit 5.1

July 12, 2002

UTStarcom, Inc.

1275 Harbor Bay Parkway, Suite 100

Alameda, CA  94502

                Re:          Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on July 12, 2002 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 39,876 shares of your Common Stock (the “Shares”) pursuant to the Issanni Communications, Inc. Incentive Program (the “Plan”).  As legal counsel for UTStarcom, Inc., we have examined the proceedings taken and are familiar with the proceedings proposed to be taken by you in connection with the issuance and sale of the Shares pursuant to the Plan.

It is our opinion that the Shares, when issued and sold in the manner described in the Plan and pursuant to the agreement that accompanies each grant under the Plan, will be legally and validly issued, fully-paid and non-assessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI

Professional Corporation

/s/ WILSON SONSINI GOODRICH & ROSATI

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 14, 2002 relating to the consolidated financial statements, which appears in UTStarcom, Inc.’s Annual Report on Form 10-K/A for the year ended December 31, 2001.  We also consent to the incorporation by reference of our report dated January 14, 2002 relating to the financial statement schedules, which appears in such Annual Report on Form 10-K/A.

/s/  PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

San Francisco, California

July 11, 2002