Exhibit 10.3

UTSTARCOM, INC.

AMENDED AND RESTATED CHANGE OF CONTROL/INVOLUNTARY
TERMINATION
SEVERANCE AGREEMENT

This Amended and Restated Change of Control/Involuntary Termination Severance Agreement (the “Agreement”) is made and entered into effective as of January 30, 2008 (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.

RECITALS

A.           The Company and Employee previously entered into an Amended and Restated  Change of Control/Involuntary Termination Severance Agreement dated August 23, 2006 which provided the Employee with severance benefits upon the Employee’s termination of employment under certain circumstances (the “August 2006  Agreement”) and pursuant to which Employee agreed that certain amendments may be required to the August 2006 Agreement in order to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).

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 amend the terms of the August 2006 Agreement in order to comply with Section 409A of the Code and make certain other changes.

AGREEMENT

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 injurious to the Company, and (iv) continued willful violations by the Employee of the Employee’s obligations to the Company after there has been delivered to the Employee a written demand for performance from the Company which describes the basis for the Company’s belief that the Employee has not substantially performed his duties.

(b)           Change of Control . “Change of Control” shall mean the occurrence of any of the following events:

(i)    the approval by shareholders of the Company of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the total voting power

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represented by the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation;

(ii)   the approval by the shareholders of the Company of a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii)  any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becoming the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 50% or more of the total voting power represented by the Company’s then outstanding voting securities; or

(iv)  a change in the composition of the Board, as a result of which fewer than a majority of the directors are Incumbent Directors. “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of those directors whose election or nomination was not in connection with any transactions described in subsections (i), (ii), or (iii) or in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(c)           Change in Control Involuntary Termination . “Change in Control Involuntary Termination” shall mean, without the Employee’s express written consent, (i) a significant reduction of the Employee’s duties, position or responsibilities relative to the Employee’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Employee from such position, duties and responsibilities, unless the Employee is provided with comparable duties, position and responsibilities; provided, however, that the sole occurrence of the Company being acquired and made part of a larger entity shall not constitute a “Change in Control Involuntary Termination;” (ii) a reduction by the Company of the Employee’s base salary as in effect immediately prior to such reduction; (iii) a material reduction by the Company in the kind or level of employee compensation or benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (iv) the relocation of the Employee to a facility or a location where such relocation increases the distance the Employee must travel to work by more than thirty (30) miles from the Employee’s commute prior to the relocation; (v) any purported termination of the Employee by the Company which is not effected for Cause or for which the grounds relied upon are not valid; or (vi) the failure of the Company to obtain the assumption of this Agreement by any successors contemplated in Section 7 below.

(d)           Regular Involuntary Termination . “Regular Involuntary Termination” shall mean any termination (other than a termination for Cause) of the Employee by the Company which is not within eighteen (18) months after a Change in Control.

(e)           Termination Date . “Termination Date” shall mean the effective date of any notice of termination delivered by one party to the other hereunder.

2.            Term of Agreement . This Agreement will have a term of three (3) years commencing on the Effective Date. Following the expiration of the three-year term, the Employee and the Company may, but are not obligated to, enter into a new agreement. If Employee’s employment continues following the expiration of the three-year term, and the Company and Employee do not enter into a new agreement, Employee’s then current benefits

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arrangements shall continue in accordance with the terms of this Agreement until the Parties agree otherwise.

3.            At-Will Employment . The Company and the Employee acknowledge that subject to the provisions of this Agreement, the Employee’s employment is and shall continue to be at-will, as defined under applicable law. If the Employee’s employment terminates for any reason, the Employee shall not be entitled to any payments, benefits, damages, awards or compensation other than as provided by this Agreement, or as may otherwise be established under the Company’s then existing employee benefit plans or policies at the time of termination.

4.            Severance Benefits .

(a)           Termination Following A Change of Control . If the Employee’s employment with the Company terminates as a result of a Change in Control Involuntary Termination at any time within eighteen (18) months after a Change of Control, Employee shall be entitled to the following severance benefits:

(i)    twenty-four (24) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination;  provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5;

(ii)   one hundred percent (100%) of Employee’s bonus for the year in which the termination occurs; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5;

(iii)  all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee prior to the Change of Control shall become fully vested or released from the Company’s repurchase right (if any shares of stock purchased by or granted to the Employee prior to the Change of Control remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination.  The Employee’s equity awards shall be exercisable until the earliest of (a) twelve (12) months from the Employee’s date of termination, (b) the latest date the equity award could have expired by its original terms under any circumstances, (c) the tenth (10 th ) anniversary of the original date of grant of the equity award, or (d) the date provided for under the equity plan under which the award was granted; and

(iv)  an amount equal to twelve (12) months of premiums for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) at the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee’s termination of employment, payable in a lump sum thirty (30) days from the Involuntary Termination; provided, however, that if Employee is a Specified Employee at the time of such termination, then payment shall be delayed as provided for in Section 5.

(b)           Termination Apart from a Change of Control . If the Employee’s employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits:

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