UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Or

UTSTARCOM, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (510) 864-8800

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes o No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately $177,300,065 based upon the closing price of $1.63 reported for such date on The NASDAQ Stock Market, LLC. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 10% of the outstanding shares of Common Stock and shares held by officers and directors of the registrant, have been excluded in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive for other purposes.

As of March 31, 2010, the registrant had 131,510,427 outstanding shares of Common Stock.

DOCUMENT INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

UTStarcom, Inc. (the “Registrant”) is filing this Amendment No. 1 on Form 10-K/A (“Form 10-K/A”) to amend the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009 filed with the Securities and Exchange Commission for the purposes of including information required by Items 10, 11, 12, 13 and 14 of Part III relating to Directors, Executive Officers and Corporate Governance, Executive Compensation, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, Certain Relationships and Related Transactions, and Director Independence and Principal Accountant Fees and Services, respectively (the “Part III Information”).  In order to preserve the nature and character of the disclosures as originally filed, except as specifically discussed in this Form 10-K/A, no attempt has been made to modify or update such disclosures for events which occurred subsequent to the original filing on March 15, 2010.  Accordingly, this Form 10-K/A should be read in conjunction with the Registrant’s subsequent filings with the Securities and Exchange Commission.  The investment by Beijing E-town International Investment and Development Co., Ltd., Elite Noble Limited and Shah Capital Opportunity Fund LP announced on February 1, 2010 has not yet closed.  As a result, the Registrant will not file its definitive proxy statement pursuant to Regulation 14A of the Securities and Exchange Act of 1934 in connection with its 2010 annual meeting of stockholders, which would include the Part III Information, within 120 days of its fiscal year ended December 31, 2009, as required by General Instruction G(3) of Form 10-K.  Since the Registrant will not file its proxy statement within this period, it is amending its Annual Report on Form 10-K as set forth below to include such Part III Information.

PART III

ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

On February 1, 2010, the Company entered into a Common Stock Purchase Agreement (the “BEIID Agreement”) with Beijing E-town International Investment and Development Co., Ltd. (“BEIID”), and a Common Stock Purchase Agreement with Elite Noble Limited and Shah Capital Opportunity Fund LP, pursuant to which the Company will issue and sell an aggregate of 22,045,454 shares of common stock, par value $0.00125 per share for a purchase price of $2.20 per share in a private placement transaction (the “Placement”).

In connection with and as a condition to the consummation of the Placement, effective upon the closing (the “Closing”) of the Placement, the total number of directors on the Company’s board of directors (the “Board”) will be increased from six to seven, and Mr. Baichuan Du, Mr. Xiaoping Li, and Mr. William Wong will join the Board upon the Closing.  Mr. Li is the designee for BEIID, which was given the right to designate a director on the Board upon the Closing.  Messrs. Li and Wong will replace Mr. Allen Lenzmeier and Mr. Jeff Clarke, respectively, who will resign from the Board upon the Closing.

The following table sets forth biographical information as of March 31, 2010 regarding our current and proposed directors:

1

Peter Blackmore has served as our Chief Executive Officer and President and as a director since July 2008, and served as our President and Chief Operating Officer from July 2007 to June 2008. From 2005 until he joined us, Mr. Blackmore served as Executive Vice President in charge of world-wide sales, marketing and technology at Unisys Corporation. Prior to joining Unisys in 2005, he served as Executive Vice President of the Customer Solutions Group at Hewlett-Packard Company from 2004 and as Executive Vice President of the Enterprise Systems Group from 2002 through 2004. From 1991 until its acquisition by Hewlett-Packard in 2002, Mr. Blackmore served in a number of senior management positions with Compaq Computer Corporation, most recently as its Executive Vice President of worldwide sales and services from 2000 through 2002. Mr. Blackmore serves on the board of MEMC Electronic Materials Inc. From March 2005 through March 2008, Mr. Blackmore served on the board of Multi-Fineline Electronix, Inc., a flexible circuit manufacturing and assembling company. Mr. Blackmore holds an M.A. in Economics from Trinity College, Cambridge, U.K. Mr. Blackmore brings experience in senior executive positions at large public technology companies and leadership skills necessary to manage a complex public company such as ours.  Upon the appointment of Jack Lu as Chief Executive Officer of the Company, Mr. Blackmore will no longer be our Chief Executive Officer.

Jeff Clarke has served as a director since January 2005. Since May 2006, Mr. Clarke has served as Chief Executive Officer and President and a director of Travelport Incorporated, a private company. From April 2004 to April 2006, Mr. Clarke served as the Chief Operating Officer of CA, Inc., a global provider of management software. From 2002 to 2004, Mr. Clarke was Executive Vice President of Hewlett-Packard Company, and prior to that he was the Chief Financial Officer of Compaq Computer Corporation.  Mr. Clarke serves as Chairman of the Board of Orbitz Worldwide, Inc. and as a director of Red Hat, Inc.  He holds a B.A. in Economics from the State University of New York at Geneseo and an M.B.A. from Northeastern University. Mr. Clarke has resigned from the Board effective upon the Closing.

Allen Lenzmeier has served as a director since March 2005. Mr. Lenzmeier has served as a director since February 2001 and the Vice Chairman of Best Buy Co. Inc. since December 2004 to February 2009. From 2002 to 2004, Mr. Lenzmeier served as the President and Chief Operating Officer of Best Buy Co. Inc. Mr. Lenzmeier served as the President of Best Buy Retail from 2001 to 2002. From 1991 to 2001 Mr. Lenzmeier served as the Executive Vice President and Chief Financial Officer of Best Buy Co. Inc. and began his employment with Best Buy in 1984. Mr. Lenzmeier serves on the board of directors of several private companies. Mr. Lenzmeier holds a B.S. from Minnesota State University Mankato. Mr. Lenzmeier has resigned from the Board effective upon the Closing.

Hong Liang Lu has served as a director since June 1991.  Mr. Lu served as President and Chief Executive Officer from June 1991 to July 2007 and as Chief Executive Officer from July 2007 to July 2008.   Mr. Lu also served as our Chairman from March 2003 to December 2006 and from July 2008 to August 2009.  In June 1991, Mr. Lu co-founded UTStarcom, Inc. under its prior name, Unitech Telecom, Inc., which subsequently acquired StarCom Network Systems, Inc. in September 1995. From 1986 through December 1990, Mr. Lu served as President and Chief Executive Officer of Kyocera Unison, a majority-owned subsidiary of Kyocera International, Inc. Mr. Lu served as President and Chief Executive Officer of Unison World, Inc., a software development company from 1983 until its merger with Kyocera in 1986. From 1979 to 1983, Mr. Lu served as Vice President and Chief Operating Officer of Unison World, Inc. Mr. Lu holds a B.S. in Civil Engineering from the University of California at Berkeley.  Mr. Lu also serves as a director of Fortinet, Inc., a network security company. Mr. Lu is a founder of the Company and brings global, technology and industry experience as well as a long history with the Company.

Bruce J. Ryan has served as a director since April 2008. Mr. Ryan is currently a private consultant. From February 1998 to November 2002, he served as Executive Vice President and Chief Financial Officer of Global Knowledge Network, a provider of information technology and computer software training programs and certifications. From 1994 to 1998, Mr. Ryan served as the Executive Vice President and Chief Financial Officer of Amdahl Corporation, a provider of information technology solutions. Mr. Ryan previously had a 25-year career at Digital Equipment Corporation, where he served in various executive positions, including Senior Vice President of the financial services, government and

2

professional services business group. Mr. Ryan also serves as a director of KVH Industries, Inc. and two private companies.  Mr. Ryan holds a B.S. in business administration from Boston College and an M.B.A. from Suffolk University.  Mr. Ryan contributes experience in finance and internal control matters at complex public companies.

Thomas J. Toy has served as a director since February 1995 and as our Chairman since August 2009.  He served as our Lead Director from July 2008 to August 2009. Since March 1999, Mr. Toy has served as Managing Director of PacRim Venture Partners, a professional venture capital firm specializing in investments in the information technology sector. From 2005 to 2010, Mr. Toy has served as a partner of SmartForest Ventures, a professional venture firm specializing in the information technology sector. Mr. Toy has been a venture partner and advisor to ICCP Ventures since 2009. From 1987 until 1992, Mr. Toy was employed as a Vice President at Technology Funding and was a partner there from 1992 until 1999. Mr. Toy also serves as a director of White Electronic Designs Corporation, Solarfun Power Holdings and several private companies. Mr. Toy holds B.A. and M.M. degrees from Northwestern University.  Mr. Toy brings significant experience with capital markets and international business as well as a long history with the Company.

Baichuan Du has been appointed as a director effective upon the Closing.  Mr. Du served as the Deputy Chief Engineer of China State Administration of Radio, Film, and Television (“SARFT”) from 2001 to 2006.  From 1995 to 1998, Mr. Du served as the Chair of China HDTV Experts Group and from 1998 to 2009, the Vice Chairman of China Radio and TV Standardization Working Group.  He has also served as the Vice Chairman of SARFT Science and Technology Committee since 1998.   From 1999 to 2001, Mr. Du served as the President of SARFT Academy of Broadcasting Science.  From 2007 to 2009, Mr. Du served as a director of Tvia, Inc., a fabless semiconductor company listed on NASDAQ, and Mr. Du currently serves as an independent director on the board of several private companies.  Mr. Du holds bachelor and master’s degrees in fiber optic communications from Beijing University.  Mr. Du contributes experience in China and understanding of the China market and telecommunication industry.

Xiaoping Li has been appointed as a director effective upon the Closing.  Mr. Li began working to establish BEIID in October 2008 and since February 2009 when BEIID was formed, Mr. Li has served as its Executive Deputy General Manager and as a member of its Board of Directors.  Mr. Li served as Manager of Beijing Economic-Technological Investment & Development Co., Ltd., an investment company established by the Beijing Municipality, from October 2006 to October 2008.  Mr. Li was an Advisor to Ministry of Finance on international finance organization projects from July 2004 to October 2006.  Mr. Li was a senior researcher in environmental economics at Chinese Academy of Forestry from August 2001 to July 2004.  Mr. Li holds a bachelor’s degree in forestry, a master’s degree in forest economics and has completed all the course requirements to be awarded a doctorate degree in economy and management from Beijing Forestry University.  Mr. Li is the designee of BEIID which will have the right to designate one member of the Board of Directors.

William Wong has been appointed as a director effective upon the Closing.  Since January 2008, Mr. Wong has served as Managing Director of Yellow Capital Group Ltd., a consulting firm.  From February 2002 to May 2007, Mr. Wong served various roles as Senior VP, President of Cellon International, an independent mobile phone design house.  In July 2007, Mr. Wong co-founded BORQS International Holding Corp, a wireless software company.  Mr. Wong holds a B.S. in electrical engineering from Northwestern University, an M.S. in electrical engineering and M.B.A. from the University of California, Berkeley.  Mr. Wong will bring finance, technology and industry experience, in particular in the China market, to the Company.

Jack Lu has served as our Senior Vice President and Chief Operating Officer since March 2010.  Mr. Lu has been appointed our Chief Executive Officer and President effective the later date of June 30, 2010 or three months after the Closing. From August 2008 until joining UTStarcom, Mr. Lu worked as an entrepreneur seeking to establish a RMB denominated investment fund to invest in high technology companies in southwest China. From July 2007 to July 2008, Mr. Lu served as Global Co-Chief Operating Officer and General Manager of China Operations for Source Photonics, Inc., an optoelectronics components company. From September 2001 until June 2007, he served in a number of senior management positions, including most recently as President and Chief Executive Officer from January 2007 to June 2007 and Chief Operating Officer from June 2006 to December 2006, with Fiberxon Inc., an optical telecommunications components company, which was acquired by MRV Communications Inc., a communications equipment and services company, in July 2007. From 2000 until 2001, Mr. Lu served as Director of Business Strategy Development for US Business Networks Inc. (MeetChina.com), a business-to-business portal provider. From 1988 to 1998, Mr. Lu served in a number of management positions with China National Technical Import and Export Corporation, an import/export, manufacturing and consulting firm.  Mr. Lu received a B.S. in Electrical Engineering from Huazhong University of Science and Technology in China and holds an M.B.A. from the University of Southern California.  Jack Lu will contribute significant leadership, operational and sales expertise in the technology industry in China and with multinational companies operating in China.

3

Executive Officers

In connection with the Placement, Mr. Jack Lu was appointed as the Company’s Chief Executive Officer, effective the later of June 30, 2010 or three months following the Closing, pursuant to the terms and conditions set forth in an employment offer letter dated February 1, 2010, as amended on February 22, 2010.  Mr. Lu joined the Company as Chief Operating Officer on March 1, 2010 and is expected to serve in such position until he assumes the Chief Executive Officer position.  Upon his appointment as the Company’s Chief Executive Officer, Mr. Lu is expected to be appointed to the Board, replacing Mr. Peter Blackmore, the current Chief Executive Officer of the Company.

Our current executive officers and their ages as of March 31, 2010 are as follows:

Peter Blackmore please see Mr. Blackmore’s biography above.

Jack Lu please see Mr. Lu’s biography above.

Kenneth Luk has served as our Senior Vice President and Chief Financial Officer since December 2009.  Mr. Luk served as Chief Financial Officer for China Sunergy Company Ltd. from December 2007 to March 2009. From April 2004 until June 2007, he was Corporate Controller, Asia/Japan of Freescale Semiconductor Hong Kong Ltd., a spin-off business of Motorola. From 1990 until the business spin-off of Freescale,  Mr. Luk served in a number of positions with Motorola Semiconductor Hong Kong Ltd., most recently as its Sector Controller of Asia/Japan from March 2002 to March 2004. Prior to joining Motorola Semiconductor, Mr. Luk worked for A.S. Watson & Company Limited as Group Credit Manager from July 1985 to December 1989. Mr. Luk began his career at The Hong Kong & Shanghai Banking Corporation Ltd. in 1977. Mr. Luk received a B.A. in Economics from University of Toronto in Canada and holds a M.B.A. from York University, Ontario, Canada.  Mr. Luk brings experience as the chief financial officer of a public company operating in China.

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors.

Legal Proceedings

The Company is not aware of any legal proceedings in which any director, proposed director, officer or affiliate of the Company, any owner of record or beneficially of more than five percent of any class of voting securities of the Company, or any associate of any such Director, nominee, officer, affiliate of the Company, or security holder is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the Company’s Directors and executive officers and persons who own more than ten percent of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission (“SEC”) initial reports of ownership and reports of changes in ownership of the common stock and other equity securities of the Company. Officers, Directors and greater than ten percent stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. The information in this section is based solely upon a review of Forms 3, 4 and 5 received by the Company.

4

The Company is not aware of any person who at any time during the period prior to the year ended December 31, 2009 was a director, officer, or beneficial owner of more than ten percent of the common stock of the Company, and who failed to file, on a timely basis, reports required by Section 16(a) of the Securities Exchange Act of 1934 during the 2009 fiscal year.

Business Conduct Policy

We have adopted a Code of Business Conduct and Ethics (“Code of Ethics”) that applies to all employees including our principal executive officers. The Code of Ethics is designed to promote: (i) honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, (ii) full, fair, accurate, timely and understandable disclosure in reports and documents that we are required to file to the SEC and in other public communications, (iii) compliance with applicable laws, rules and regulations, (iv) the prompt internal reporting of violations of the Code of Ethics to an appropriate person or entity, and (v) accountability for adherence to the Code of Ethics.

As a supplement to the Code of Ethics, we have also adopted a Code of Ethics for Chief Executive Officer and Senior Financial Officers (“Code of Ethics for Financial Officers”), which is designed to highlight the legal and ethical obligations of the Chief Executive Officer and financial officers. The Code of Ethics for Financial Officers imposes upon applicable officers certain additional internal reporting requirements for acts committed in violation of the Code of Ethics and/or the securities laws.

Copies of the Code of Ethics and the Code of Ethics for Financial Officers are available on our website at http://investorrelations.utstar.com/governance.cfm. Any waiver of the Code of Ethics or Code of Ethics for Financial Officers pertaining to a member of our Board or one of our executive officers will be disclosed on our website at http://investorrelations.utstar.com/governance.cfm.

Audit Committee Information

The Audit Committee of the Board is a separately-designated, standing committee of the Board of Directors and currently consists of three members of the Board of Directors, all of whom: (1) meet the criteria for “independence” set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended, and the listing standards of the NASDAQ Stock Market; (2) have not participated in the preparation of the financial statements of the Company or any of its current subsidiaries at any time during the past three years; and (3) are able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. The members of the Audit Committee are Mr. Ryan, who chairs the committee, and Messrs. Lenzmeier and Toy. Mr. Ryan was appointed as a member of the Audit Committee effective April 25, 2008. The Audit Committee held 13 meetings during 2009. Messrs. Lenzmeier and Ryan have been determined by the Board to qualify as “audit committee financial experts” under applicable SEC and NASDAQ rules.

ITEM 11.  EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis provides information about the material components of our executive compensation program for:

·                  Peter Blackmore, our President and Chief Executive Officer (the “CEO”);

·                  Kenneth Luk, our Senior Vice President and Chief Financial Officer (the “CFO”);

·                  Viraj Patel, our former Interim Chief Financial Officer, Vice President, Corporate Controller, and Chief Accounting Officer;

·                  Susan Marsch, our former Senior Vice President, General Counsel, Secretary, and Chief Ethics Officer;

5

·                  Hong Liang Lu, our former Executive Chairman (the “Chairman”); and

·                  Mark Green, our former Senior Vice President, Worldwide Human Resources and Real Estate.

We refer to these executive officers collectively as the “Named Executive Officers.”

Effective December 16, 2009, Mr. Luk was named as our Senior Vice President and Chief Financial Officer, replacing Mr. Patel, who was serving as our Interim Chief Financial Officer, Vice President, Corporate Controller, and Chief Accounting Officer.  Mr. Patel left his position as our Vice President, Corporate Controller, and Chief Accounting Officer effective February 26, 2010 in connection with our previously-announced plans to relocate certain corporate functions to China.

On February 1, 2010, we announced that Mr. Blackmore will retire as our President and Chief Executive Officer on the later to occur of (i) the date three months after the Closing as disclosed in our current report on Form 8-K filed on February 4, 2010 or (ii) June 30, 2010.

This Compensation Discussion and Analysis provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program, and each compensation component that we provide.  In addition, we explain how and why the Compensation Committee of the Board of Directors (the “Compensation Committee “) arrived at specific compensation policies and decisions involving our executive officers during 2009.

Executive Compensation Philosophy

Compensation Objectives

Our executive compensation program is designed to achieve three primary objectives:

·                  Be competitive with the market to attract, retain, and motivate the caliber of talent required to drive shareholder value;

·                  Create a high-performance culture by linking rewards to performance; and

·                  Apply reward practices in a fair and consistent manner.

Compensation-Setting Process

Role of Compensation Committee

The Compensation Committee determines the form and amount of compensation for our executive officers, including the Named Executive Officers.

The Compensation Committee is responsible for:

·                  Approving and overseeing the total compensation package for our executive officers, including their base salaries, annual cash incentive awards, equity awards, perquisites, and other benefits;

·                  Reviewing and approving the corporate goals and objectives relevant to the compensation of our CEO, evaluating his performance, and determining his compensation based on this evaluation;

·                  Reviewing our CEO’s performance evaluation of our executive officers and approving compensation decisions for them; and

·                  Reviewing periodically and making recommendations to the Board of Directors regarding any equity or long-term compensation plans, and administering these plans.

6

In addition, before he stepped down, the Compensation Committee also reviewed and approved the corporate goals and objectives relevant to the compensation of our Executive Chairman, evaluated his performance, and determined his compensation based on that evaluation.

The Compensation Committee operates pursuant to a charter http://investorrelations.utstar.com/governance.cfm that describes its specific duties and responsibilities.

Typically, the Compensation Committee holds at least four scheduled meetings during the year and holds additional meetings periodically to review and discuss executive compensation matters.  In the first quarter of each year, typically in February, the Compensation Committee:

·                  considers adjustments to the base salaries of our executive officers;

·                  decides whether to pay bonuses to our executive officers for the prior year’s performance and, if so, the amount of any such bonuses;

·                  reviews and approves annual equity awards for our executive officers in accordance with our Equity Award Grant Policy (as defined below); and

·                  reviews the level of perquisites and other benefits provided to each executive officer.

As part of its annual compensation review, the Compensation Committee also evaluates (i) our corporate financial performance, (ii) the individual performance of each executive officer, and (iii) data about the market practices for executive compensation for positions comparable to those of each of our executive officers.  In addition, our CEO reviews and discusses with the Compensation Committee the performance and contributions of each executive officer (other than for himself).  Before he stepped down, our Executive Chairman reviewed and discussed with the Compensation Committee the performance and contributions of our CEO.  Although the Compensation Committee may discuss the performance and compensation package of our CEO with him, it meets in executive session to determine his compensation.

Role of Management

Our CEO plays a significant role in the compensation setting process.  Generally, he attends and participates in all Compensation Committee meetings (except executive sessions of the Compensation Committee or discussions involving his own compensation).  The key aspects of our CEO’s role include:

·                  evaluating executive officer and other employee performance;

·                  assisting in the establishment of corporate performance goals and objectives, and the related target levels; and

·                  recommending base salary levels and equity awards for our executive officers (other than for himself).

The Compensation Committee considers, but is not bound to and does not always accept, our CEO’s recommendations with respect to the compensation of our executive officers.  While the Compensation Committee seeks input primarily from our CEO, it also consults with other executive officers, including our Chairman and our senior human resources personnel, to obtain recommendations with respect to our compensation programs, practices, and packages for executive officers and other employees.  The Compensation Committee also has the opportunity, upon request, to meet with each executive officer to discuss his or her individual performance for the prior year.  Other than participating in an annual evaluation process with our CEO and these discussions with the Compensation Committee, the other Named Executive Officers do not play a role in their own compensation determinations.

7

Our Human Resources Department supports the Compensation Committee in its work by providing compensation data as requested.

Role of Compensation Consultant

The Compensation Committee has engaged Compensia, Inc., a national compensation consulting firm (“Compensia”), to advise it on executive and equity compensation matters.  Compensia reports directly to the Compensation Committee, and it has sole authority to hire, fire, and direct the firm’s work.  In 2009, Compensia performed no other work for us, other than its work for the Compensation Committee.

In 2009, Compensia assisted the Compensation Committee in updating the compensation peer group, developed compensation “tally sheets” for each Named Executive Officer, conducted a market pay assessment for each executive officer, and provided input on equity compensation and market trends.  A representative from Compensia attends meetings of the Compensation Committee upon request.

The “tally sheets” prepared by Compensia provided a comprehensive summary of each Named Executive Officer’s compensation, including:

·                  an estimate of projected compensation for 2009, including total target cash compensation and the total estimated value of equity awards, to be received by each Named Executive Officer;

·                  a summary of the intrinsic value of all outstanding vested and unvested equity awards held by each Named Executive Officer at current stock prices; and

·                  the potential payments and benefits in the event of an involuntary termination of employment or upon a change of control of the Company.

These “tally sheets” provided the Compensation Committee with context for the decisions they made concerning total direct compensation and individual compensation elements.  Although they did not necessarily drive decision-making with regard to the specific elements of our executive compensation program, the “tally sheets” enabled the Compensation Committee to assess total direct compensation and the relationship of various compensation elements to each other.  These “tally sheets” also provided context to the Compensation Committee’s views on a variety of issues, such as changes to severance plans and employment agreements, special equity awards to promote retention, or changes in long-term variable equity incentives.

Competitive Positioning of Executive Compensation

We used a group of peer companies to assess the competitiveness of the compensation practices for our executive officers in 2009.  This peer group, the data for which was obtained from publicly-available sources, was used to establish the competitive market for our CEO and CFO positions (the “Peer Group”).  Because of the difficulty in identifying comparable positions at these peer companies for our other executive officer positions, we also reviewed the data with respect to technology companies reflected in the annual Radford High Technology Executive Survey (the “Radford Survey”) to develop a sense of the competitive market for these positions The Compensation Committee compared its compensation decisions against its perspective of market practice as reflected by the Peer Group and the Radford Survey data when determining the compensation of our CEO and CFO and against the Radford Survey data when determining the compensation of our other executive officers.

For 2009, the Compensation Committee established the Peer Group to consist of the following 15 companies, which were selected on the basis of being in related businesses and having comparable revenues (between $320 million and $1.7 billion) and a comparable market capitalization (between $60 million and $660 million) to us:

8

Compensation of Named Executive Officers

We use three primary pay elements to support our compensation objectives:

·                  base salary;

·                  an annual cash incentive award; and

·                  equity awards.

Collectively, these pay elements constitute the total direct compensation opportunity of our executive officers.  In conducting its annual compensation review for 2009, the Compensation Committee was provided with an analysis of the compensation practices of the Peer Group and the technology companies reflected in the Radford Survey data.  The Compensation Committee used this analysis to compare the total direct compensation opportunities of our executive officers against the competitive market for executive talent (which the Compensation Committee believed was between approximately the median and the 75th percentile of the Peer Group).  The Compensation Committee determined that, to attract and retain qualified executive officers to manage our business in the current environment, it would be necessary to offer total direct compensation opportunities at levels that were consistent with the competitive market.

The Compensation Committee set the target total direct compensation opportunities for our executive officers relative to the competitive market as reflected in the Peer Group for comparable positions.  Ultimately, and consistent with our “pay-for-performance” philosophy, the actual compensation earned by our executives officers is based on actual corporate and individual performance.  This result is enhanced by the Compensation Committee’s decision to weight the majority of our executive officers’ total direct compensation towards variable, or “at-risk,” pay elements, which are designed to provide our executive officers with above-market total compensation only to the extent that our corporate and individual performance objectives have been achieved or exceeded.

Notwithstanding our “pay-for-performance” philosophy, our continuing lack of profitability has increased the Compensation Committee’s concern about our ability to attract and retain qualified executive officers to lead our return to profitability.  As a result, the Compensation Committee also took into consideration recruiting and retention concerns in setting executive compensation levels in 2009.

Base Salary

Base salary is the primary fixed compensation in our executive compensation program and is used to attract, motivate, and retain highly qualified executive officers.  An individual’s initial base salary is determined by his or her levels of expertise, experience and responsibility, as well as the competitive market as reflected in the Peer Group.  Annual base salary increases, if any, are a reflection of the executive officer’s performance for the preceding year, anticipated future contributions, and pay level relative to similar positions in the Peer Group (as it may be revised from time to time).  We also take into consideration internal equity with respect to the entire executive team.

In February 2009, after consideration of corporate and individual performance, as well as a review of competitive market practices for executive compensation within the Peer Group, the Compensation Committee determined that it would make no adjustments to the base salaries for any of our executive officers, including the Named Executive Officers, for 2009.

In March 2009, our CEO and our Executive Chairman agreed to voluntary and temporary base salary reductions of 20% for a one-year period.  Notwithstanding this base salary reduction, each Named Executive Officer’s base salary, as in effect immediately prior to this reduction, was deemed and continued to be his base salary for all other purposes under our benefit and personnel plans, programs, and policies, including, without limitation, bonuses, equity awards, severance payments, change in control payments, and any other benefits.

9

Annual Cash Incentive Awards (“Bonus”)

Consistent with our “pay-for-performance” philosophy, we offer annual cash incentive awards to our executive officers, including the Named Executive Officers, based on their performance against one or more pre-established corporate and individual performance objectives.

Target Award Opportunities

During 2009, each of our executive officers, including the Named Executive Officers (with the exception of Mr. Luk) was eligible to earn an annual cash incentive award equal to a specific percentage of his or her base salary.  These amounts, which were unchanged from 2008 levels, were as follows:

*                 Mr. Luk’s target annual cash incentive award opportunity was established when he joined us in December 2009.  Accordingly, he was not eligible to earn an annual cash incentive award in 2009.

Corporate Performance Objectives

In April 2009, the Compensation Committee, based on the recommendations of our CEO, established and approved the corporate performance objectives for the first half of 2009 for the annual cash incentive awards.  These corporate performance objectives involved achieving a specified improvement in operating income (adjusted for certain one-time costs) as well as bookings and collections targets for the first two fiscal quarters of 2009.  The Compensation Committee believed that encouraging our executive officers to focus their efforts on these objectives would enable us to attain the financial performance reflected in our operating plan for the first half of 2009.  The Compensation Committee further believed that the attainment of the target levels established for each of these corporate performance metrics were realistic but not easily achieved, and, therefore, would drive the achievement of our short-term financial goals.

The corporate performance objectives for first half of 2009 as approved by the Compensation Committee were as follows:

*                 The Compensation Committee determined that there would be no payout with respect to any of the corporate performance objectives if the target performance level for the operating income performance objective was not achieved.

10

In the case of the corporate performance objectives, if target performance for a metric was achieved, 100% of the target award payout opportunity applicable to that metric was payable.  If threshold performance was not achieved, none of the target award payout opportunity applicable to that metric was payable.  If threshold performance for that metric was achieved, 75% of the target award payout opportunity applicable to that metric was payable.  If maximum performance for that metric was achieved or exceeded, 125% of the target award payout opportunity applicable to that metric was payable.  For performance between the specified threshold, target, and maximum levels, an interpolated multiplier was used to calculate the amount payable with respect to each metric.

In October 2009, the Compensation Committee, based on the recommendations of our CEO, established and approved the corporate performance objectives for the second half of 2009 for the annual cash incentive awards.  These corporate performance objectives were similar to the objectives established for the first half of 2009, as we worked to improve our overall financial performance for the year.  The Compensation Committee believed that the attainment of the target levels established for each of these corporate performance metrics were realistic but not easily achieved, and, therefore, would drive the achievement of our short-term financial goals.

The corporate performance objectives for second half of 2009 as approved by the Compensation Committee were as follows:

In the case of the corporate performance objectives, if target performance for a metric was achieved, 100% of the target award payout opportunity applicable to that metric was payable.  If threshold performance was not achieved, none of the target award payout opportunity applicable to that metric was payable.  If threshold performance for that metric was achieved, 75% of the target award payout opportunity applicable to that metric was payable.  If maximum performance for that metric was achieved or exceeded, 125% of the target award payout opportunity applicable to that metric was payable.  For performance between the specified threshold, target, and maximum levels, an interpolated multiplier was used to calculate the amount payable with respect to each metric.

Even if the target corporate performance objectives were achieved in full, the Compensation Committee reserved the right, in its sole discretion, to decrease the award payout applicable to that metric.  Similarly, the Compensation Committee retained the right, in its sole discretion, to make award payouts for any corporate performance metric or metrics in the event that significant and unanticipated external events prevented us from meeting one or more pre-established corporate performance objectives.

Individual Performance Objectives

The individual performance objectives for our executive officers, with the exception of our Executive Chairman, were jointly developed by each executive officer and our CEO.  These individual performance objectives varied from individual to individual, depending on his or her role and responsibilities.  Typically, these individual performance

11

objectives included, for example, quantitative and qualitative goals for corporate acquisitions and divestitures, compliance, technology innovations, customer relations, improving market position, and cost management.  These individual performance objectives were then reviewed and approved by the Compensation Committee.

As with the corporate performance objectives, award payouts could range from 0% to 125% of target performance levels, depending on the degree to which each individual performance objective was met.

Award Weightings

For our CEO, 50% of his target annual cash incentive award opportunity was to be based on the corporate performance objectives described above and 50% was to be based on the completion of several strategic/operational initiatives (including a successful strategy review with the Board of Directors, successful execution of identified divestitures, compliance, benchmarking costs for business functions, and setting the ethics tone for the organization).

For our Executive Chairman, 50% of his target annual cash incentive award opportunity was to be based on the corporate performance objectives described above; and 50% was to be based on the completion of several strategic/operational initiatives (including a successful strategy review with the Board of Directors, successful execution of identified divestitures, identifying new business opportunities and setting the ethics tone for the organization).

For Ms. Marsch, 50% of her target annual cash incentive award opportunity was to be based on the corporate performance objectives described above and departmental expense results and 50% was to be based on the completion of several strategic/operational initiatives (including expanding awareness and compliance with code of conduct and ethics, reducing costs, aligning our intellectual property portfolio, and setting the ethics tone for the organization).

For Mr. Patel, 55% of his target annual cash incentive award opportunity was to be based on the corporate performance objectives described above and departmental expense results and 45% was to be based on the completion of several strategic/operational initiatives (including timely filings, compliance, and benchmarking departmental costs).

For Mr. Green, 50% of his target annual cash incentive award opportunity was to be based on the corporate performance objectives described above and department expense results and 50% was to be based on the completion of several strategic/operational initiatives (including leadership development, strategic staffing, supporting organizational evolution and restructuring, and setting the ethics tone for the organization).

Award Decisions

After the end of the year, each executive officer’s performance against his or her individual performance objectives was assessed by our CEO.  Our CEO then made recommendations to the Compensation Committee as to the payout for this individual performance component for each executive officer (other than for himself).  While the Compensation Committee considered these recommendations in making award payouts, it determined the payouts for each executive officer based on its own evaluation of his or her performance, and its consideration of various subjective factors, such as its consideration of our “pay-for-performance” philosophy as well as recruiting and retention concerns.

Based on these considerations, the Compensation Committee determined the following annual cash incentive awards for the Named Executive Officers:

*                 Mr. Luk’s target annual cash incentive award opportunity was established when he joined us in December 2009.  Accordingly, he was not eligible to earn an annual cash incentive award in 2009.

**          Messrs. Lu and Green and Ms. Marsch left the company prior to the end of 2009.  Accordingly, the Compensation Committee did not award them an annual cash incentive award for 2009.

12

Equity Awards

Equity compensation is a significant component of our executive compensation program.  We believe this is an effective way to align the interests of our executive officers with those of our stockholders to increase long-term stockholder value.  In designing our equity program, we take into account stockholder concerns about share usage and dilution.  The Compensation Committee limits annual net issuances of stock-based awards, subject to extraordinary events (for example, acquisitions).  The Compensation Committee adjusts this target rate each year based on performance and retention objectives, taking into account market practices.

In February 2009, the Compensation Committee granted our executive officers, including the Named Executive Officers, restricted stock unit awards, in the amounts set forth below.  While some of these awards are subject to service-based vesting (as noted below), the majority of the awards are subject to performance-based vesting requirements.  Generally, the performance criteria for these equity awards are the same as the criteria discussed above for the 2009 annual cash incentive awards.  The actual number of shares to be earned by each executive officer with respect to his or her performance-based RSU award was to be determined by the Compensation Committee at the end of 2009, based on each executive officer’s actual performance as measured against these performance criteria.

*                 The service-based RSU awards vest over four years as follows: 25% on each of February 26, 2010, February 28, 2011, February 29, 2012, and February 28, 2013, subject to the Named Executive Officer remaining a service provider through each such date.

**          The performance-based RSU awards, if earned, vest as follows: 50% of the earned amount will vest on each of February 26, 2010 and February 28, 2011, provided that the Named Executive Officer remains a service provider through each such date.

In making these equity awards, the Compensation Committee reviewed and approved Compensia’s proposed adjustments to its analysis of the competitive market as reflected by the Peer Group to reflect both the lag in current market data on equity awards as a result of the global economic recession and the significant reduction in our revenues resulting from the divestiture of our Personal Communications Division and other non-core businesses over the preceding 12 months.  To account for these factors, the market value of the equity awards reported by the Peer Group was reduced by an amount equal to the median stock price decline (57%) of the Peer Group.

13

In February 2010, the Compensation Committee determined the actual number of shares earned by the Named Executive Officers identified below from their restricted stock unit awards granted in February 2009 based on an evaluation of their performance against the pre-established objectives for the year, as follows:

In determining the number of shares earned by Mr. Patel, the Compensation Committee recognized his performance in various transition activities, including his work following his originally targeted employment termination date at the end of 2009.  Pursuant to our severance arrangements with Mr. Patel, all of his outstanding equity awards fully vested and became exercisable upon his termination of employment effective February 26, 2010.

Employment of Mr. Luk

On December 16, 2009, Mr. Luk was named our Senior Vice President and Chief Financial Officer.  The terms and conditions of his employment were set forth in a written offer letter.  The negotiation of the terms of his employment was undertaken by our CEO, reviewed and recommended for approval by the Compensation Committee, and approved by the Board of Directors.  For a summary of the material terms and conditions of his employment arrangements, see “Employment Contracts and Severance Agreements with Named Executive Officers” in this Amendment No. 1.

In filling this position, the Compensation Committee was aware that it would be necessary to recruit a candidate from outside our company with the requisite experience and skills.  In addition, the Compensation Committee recognized that a competitive compensation package would have to contain a financial inducement sufficient to motivate the candidate to accept an employment offer over any competing offers and to relocate to our offices to Hangzhou, China, and, at the same time, reflect the customary elements of compensation packages for executives in China.  These factors influenced the development of a compensation package that, in the aggregate, was at the 50% percentile of the market range, even though individual compensation elements were either above or below the median. At the same time, the Compensation Committee was sensitive to the need to integrate a new senior executive into the executive compensation structure that it was seeking to develop, balancing both competitive and internal equity considerations.

In retaining Mr. Luk, the Compensation Committee recommended, and the Board of Directors approved, that he receive (the US dollar amount provided in the parenthesis are for references only and the conversion rate used is the middle rate of 6.8282 RMB yuan per US dollar as of the end of day on December 31, 2009 as published by the Bank of China):

·                  an initial annual base salary of RMB 2,500,000 (approximately $366,129);

·                  a signing bonus of RMB 340,800 (approximately $49,911);

·                  an annual cash incentive award opportunity equal to 50% of his annual base salary, based upon the achievement of corporate and individual performance goals (for 2010, a minimum of 80% of his annual cash incentive award opportunity is guaranteed);

·                  a restricted stock award of 300,000 shares, with a three-year vesting schedule, subject to his continuing to provide services to us through each applicable vesting date;

·                  financial planning services reimbursement of up to RMB 34,100 (approximately $4,994) per year; and

·                  certain expatriation benefits, including an apartment in Hangzhou, China with monthly rental not exceeding RMB 20,450 (approximately $2,995) per month, relocation assistance of up to RMB 102,250 (approximately $14,975), one round-trip airfare per quarter to Hong Kong, tax equalization payments of RMB 22,720 (approximately $3,327), and automobile and driver assistance.

In addition, Mr. Luk is eligible for coverage under our medical, dental, and vision plans for expatriate employees and to participate in the Executive Involuntary Termination Severance Pay Plan.

14

Perquisites and Other Benefits

We provide medical and other benefits to our executive officers that are generally available to other full-time employees, including disability and group term life insurance, expatriate remuneration for employees who are assigned overseas and who qualify under the terms of our expatriate remuneration plan, tuition reimbursement, and a Section 401(k) plan.

We also provide the Named Executive Officers and certain other executive officers with certain perquisites and other personal benefits, including financial planning services, tax assistance payments in connection with our tax equalization policy whereby we provide qualified employees with tax assistance to mitigate the tax differential arising from an employee’s international work assignment, business travel accident insurance, a housing allowance, car/transportation allowances, and a relocation allowance for certain executive officers who have been asked to relocate to conduct business on our behalf, and disability insurance.  The Compensation Committee believes that such perquisites and personal benefits are necessary to successfully compete for executive talent, particularly in China where they are often a customary part of executive compensation packages.

The Compensation Committee reviews the perquisites and other benefits provided to our executive officers as part of its overall review of executive compensation.  The Compensation Committee has determined the type and amount paid in perquisites to be within the appropriate range of competitive compensation practices.  For information about the perquisites and other personal benefits provided to the Named Executive Officers in 2009, see “Summary Compensation Table” of this Amendment No. 1.

Section 401(k) Plan

We have established a tax-qualified Section 401(k) retirement savings plan for our employees, including the Named Executive Officers, who satisfy certain eligibility requirements.  Under this plan, participants may elect to make pre-tax contributions of up to 100% of their current compensation, not to exceed the applicable statutory income tax limitation, which was $16,500 in 2009.  We intend for the plan to qualify under Section 401(a) of the Internal Revenue Code so that contributions by participants to the plan, and income earned on plan contributions, are not taxable to participants until withdrawn from the plan.

In February 2009, the Compensation Committee determined that, in view of the global economic recession and our projected operating performance, it was in the best interests of our stockholders to suspend employer matching contributions on behalf of eligible participants in our Section 401(k) plan.  This decision took effect March 1, 2009.

Employee Stock Purchase Plan

In February 2009, the Compensation Committee determined that, in view of the global economic recession and our projected operating performance, it was in the best interests of our stockholders to suspend the operation of our Employee Stock Purchase Plan (the “ESPP”).  Consequently, the ESPP offering periods then in effect terminated on May 14, 2009.  The ESPP remained suspended during the remainder of 2009.

Post-Employment Compensation

We have change in control and involuntary termination severance agreements in place with certain of the Named Executive Officers and an Executive Involuntary Termination Severance Pay Plan for the other Named Executive Officers.  For a summary of the material terms of these arrangements, see “Potential Payments Upon Termination and Change on Control” of this Amendment No. 1.

The Compensation Committee believes that these arrangements are in the best interests of our stockholders.  As with any public company, the possibility of a corporate transaction involving a change in control exists for us.  Such a change in control typically means a degree of ambiguity for executives about the continuity of their employment.  The Compensation Committee believes these arrangements help to ensure that our executive officers will remain focused on, and committed to, the interests of the business throughout the process of exploring and/or executing a transaction that may result in a change in control.

15

Other Compensation Policies

Equity Grant Policy

The Compensation Committee has adopted the UTStarcom, Inc. Equity Award Grant Policy and Procedures (the “Equity Award Grant Policy”).  Under the Equity Award Grant Policy, equity awards for our executive officers are considered and approved as follows:

·                  All equity awards for our executive officers are to be approved by the Compensation Committee;

·                  The Compensation Committee will use its best efforts to approve equity awards at a duly-called meeting, and awards will be made by unanimous written consent only if meetings are unable to be held;

·                  The date of grant of any equity award will be the last trading day in the month in which the Compensation Committee approves the award; and

·                  For purposes of equity awards that are to be granted at the fair market value of our common stock, “fair market value” will be the closing sales price per share of our common stock on the date of grant.

Typically, meetings of the Compensation Committee to consider the approval of annual focal equity awards to our executive officers are held during the last two weeks of February of each year.  In addition, meetings of the Compensation Committee may be held at any time to consider the approval of equity awards for new executive officers (including new executive officers resulting from either new hires or promotions), but these equity awards will be effective as of the last trading day in the month in which the Compensation Committee approved the award.

Burn Rate Policy

The Board of Directors has adopted a burn rate policy committing us to limit the number of shares of our common stock that we may use for equity compensation during fiscal years 2008, 2009 and 2010.  For this three-year period, the policy limits the number of shares that we grant subject to equity awards to an average of 4.80% of our outstanding common stock.  Thus, while we may exceed the 4.80% burn rate in a given year, the policy requires that our three-year average not exceed 4.80%.  Awards that are settled in cash, awards issued under the ESPP, awards assumed in acquisitions, and any awards granted in connection with our stock option exchange program are excluded from this burn rate calculation.  For purposes of this calculation, each share subject to a full value award (such as a restricted stock unit, performance share, performance unit, and any other award that does not have an exercise price per share equal to the per share fair market value of our common stock on the grant date) will be counted as 1.5 shares.

Stock Ownership Guidelines

We maintain stock ownership guidelines (the “Guidelines”) for certain of our executive officers and our non-employee directors.  Each executive officer and non-employee director is expected to acquire and hold the number of shares of our common stock specified below before the later of (i) January 1, 2010 or (ii) four years after the date of an executive officer’s appointment to such position or a non-employee director’s appointment to the Board of Directors.

16

We review compliance with the Guidelines annually.  Failure to comply with the Guidelines may result in a reduction in future long-term incentive awards and/or payment of future annual and/or long-term incentive payouts made in the form of shares of our common stock.  The Nominating and Corporate Governance Committee has the discretion to waive the Guidelines if compliance would create severe personal hardship for an executive officer or non-employee director or prevent an executive officer or non-employee director from complying with a court order.  The Nominating and Governance Committee expects that such instances will be rare.  All executive officers subject to the Guidelines currently satisfy the Guidelines.

Tax and Accounting Considerations

Section 162(m)

Section 162(m) of the Internal Revenue Code limits the ability of public companies to deduct compensation paid to certain senior executive officers in excess of $1 million per year, but excludes from this limitation certain types of compensation, including “performance-based compensation,” provided that certain requirements are met.  The Compensation Committee takes compliance with Section 162(m) into account when making compensation decisions and retains the discretion to pay compensation that is not fully deductible.  While stock options granted under our 1997 Stock Plan did not meet the requirements of Section 162(m), equity awards granted under our 2006 Plan, which was approved by our stockholders, are able to meet the requirements of the “performance-based compensation” exception of Section 162(m).

Section 409A

Section 409A of the Internal Revenue Code imposes significant additional taxes in the event that an executive officer, director, or other service provider receives “deferred compensation” that does not satisfy the restrictive conditions of the provision.  Although we did not have a traditional nonqualified deferred compensation plan in place during 2009, Section 409A applies to certain equity awards and severance arrangements.  Consequently, to assist our executive officers and other service providers in avoiding additional tax under Section 409A, we believe that we have structured our equity awards and severance arrangements in a manner intended to either avoid the application of Section 409A or, to the extent doing so is not possible, comply with the applicable Section 409A conditions.

Accounting for Stock-Based Compensation

We follow Financial Accounting Standards Board Accounting Standards Codification Topic No. 718 (“ASC Topic 718”) for our stock-based compensation awards.   ASC Topic 718 requires companies to calculate the grant date “fair value” of their stock-based awards using a variety of assumptions.  This calculation is performed for accounting purposes and reported in the compensation tables below, even though recipients may never realize this amount from their awards.  ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

Summary Compensation Table

The following table presents information concerning the total compensation of the individuals who served as the Company’s CEO, CFO and other Named Executive Officers during 2009. No disclosure is provided for 2008 and 2007 for those persons who were not Named Executive Officers in 2008 and/or 2007.

17

SUMMARY COMPENSATION TABLE

18

19

20

From time to time, we enter into offer letters and other agreements with our executive officers. For a description of the material terms of such agreements, please see the section entitled “Employment Contracts and Severance Agreements with Named Executive Officers” in the “Potential Payments Upon Termination and Change of Control” section included in this Amendment No. 1.

For a description of material modifications made to certain of the Named Executive Officers’ outstanding equity awards, please see the section entitled “Modifications to Outstanding Equity Awards” included in this Amendment No. 1.

Grants of Plan-Based Awards in Fiscal Year 2009

The following table presents information concerning grants of plan-based awards to each of the Named Executive Officers during the fiscal year ended December 31, 2009.

21

Grants of Plan-Based Awards in 2009

22

Outstanding Equity Awards at Fiscal 2009 Year-End 2009

The following table sets forth the outstanding equity awards for each Named Executive Officer as of December 31, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2009

23