Common use of 280G Clause in Contracts

280G. (a) In the event that the Executive shall become entitled to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In Notwithstanding anything set forth herein to the event that contrary, if any payment or benefit Executive would receive from the Executive shall become entitled Company pursuant to payment and/or benefits provided by this Agreement or any other amounts in otherwise (“Payment”) would constitute a “parachute payment” within the “nature meaning of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) 280G of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”)and, and such Company Payments will but for this Section 24, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that the “Excise Tax”), then such Payment shall equal the Revised Amount which may hereafter under clause (a) in the following sentence be imposed by any taxing authoritya lesser amount than the full Payment. The “Revised Amount” shall be either (a) the Company shall pay to the Executive the greatest of the followingor (b) whichever amount, whichever gives the Executive the highest net after-tax amount (after taking into account all applicable federal, statestate and local employment taxes, local income taxes and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in Executive’s receipt, on an after-tax basis, of the Company Payments or (2) one dollar less than the greater amount of the Company Payments Payment notwithstanding that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary all or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any some portion of the Company Payments will payment may be subject to the Excise Tax and where: (a) is the amount largest portion of such the Payment that would result in no portion of the Payment being subject to the Excise TaxTax and (b) is the full, (x) the Company Payments shall be treated as unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” within is necessary so that the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject Payment is reduced to the Excise Taxamount in clause (a) above, unless and except to the extent thatpermitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the opinion following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the Company’s independent certified public accountants appointed prior event triggering such excise tax will be the first cash payment to any change be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in ownership (as defined under Section 280G(b)(2) the reverse order of the Code) or tax counsel selected by date of grant for such accountants or equity awards (i.e., the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) vesting of the Code most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in excess reverse chronological order such that the benefit owed on the latest date following the occurrence of the “base amount” or are otherwise not subject event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the Excise Taxnext sentence, and (y) the value of any non-cash benefits or any deferred payment or benefit shall all determinations to be determined by the Accountants. All determinations hereunder made under this Section 24 shall be made by the Accountants Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide detailed its determinations and any supporting calculations both and documentation to the Company and Executive promptly after the Executive at such time as it is requested by change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive. If the Accountants determine that payments under ’s non-competition covenant set forth in Section 9 of this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effectAgreement. The determination costs and expenses of the Accountants accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be final and binding upon borne by the Company and the ExecutiveCompany. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In the event Notwithstanding section 1.1 above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change in ownership or effective control a Change of Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and any similar including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may hereafter be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Entropic approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock options (i.e., earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed by with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any taxing authorityreduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the Company shall pay event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the Executive “Repayment Amount.” The Repayment Amount with respect to the greatest payment of benefits shall be the followingsmallest such amount, whichever gives the Executive the highest if any, as shall be required to be paid to Entropic so that Employee’s net after-tax amount proceeds with respect to any payment of benefits (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount payment of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of all other applicable taxes imposed on such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Codepayment) shall be treated as subject maximized. The Repayment Amount with respect to the Excise Tax, unless and except payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the extent that, in the opinion payment of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executivebeing maximized. If the Accountants determine that payments under this Agreement must be reduced Excise Tax is not eliminated pursuant to this paragraph, they Employee shall furnish pay the Executive with Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a written opinion to such effect. The determination reduction in the payment of benefits as described in this section, (ii) the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to IRS later determines that Employee is liable for the Excise Tax, the Executive payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall permit the Company pay to control issues related Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax (at its expense), provided so that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination Employee’s net after-tax proceeds with regard respect to the issues. In the event payment of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representativebenefits is maximized.

280G. (a) In the event Notwithstanding section 1.1 above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change in ownership or effective control a Change of Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter the “Excise Tax”), then such Payment shall be imposed by any taxing authorityequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the Company shall pay largest portion of the Payment that would result in no portion of the Payment being subject to the Executive Excise Tax or (y) the greatest largest portion, up to and including the total, of the followingPayment, whichever gives the Executive the highest net after-tax amount (amount, after taking into account all applicable federal, statestate and local employment taxes, local income taxes, and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in Employee’s receipt, on an after-tax basis, of the Company Payments or (2) one dollar less than the greater amount of the Company Payments Payment notwithstanding that would all or some portion of the Payment may be subject the Executive to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Entropic approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes stock option compensation is to be reduced, such acceleration of determining whether any vesting shall be cancelled in the reverse order of the Company Payments will be subject to the Excise Tax and the amount date of such Excise Taxgrant of Employee’s stock options (i.e., (xearliest granted stock option cancelled last) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” unless Employee elects in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation writing a different order for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executivecancellation. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In Notwithstanding anything in this Agreement to the event that contrary, if any payment or distribution to the Executive shall become entitled pursuant to payment and/or benefits provided by this Agreement or any other amounts in otherwise (“Payment”) would (i) constitute a “parachute payment” within the “nature meaning of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) 280G of the Code or any person affiliated with the Company or such personand (ii) as a result of such change in ownership or effective control (collectively the “Company Payments”)but for this sentence, and such Company Payments will be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter the “Excise Tax”), then such Payment shall either be imposed by any taxing authority(A) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments delivered in full or (2B) one dollar less than the amount of the Company Payments that delivered as to such lesser extent as would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, result in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount no portion of such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as Payment being subject to the Excise Tax, unless whichever of the foregoing amounts, after taking into account the applicable federal, state and except to local income taxes and the extent thatExcise Tax, results in the opinion receipt by the Executive on an after-tax basis of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined largest payment, notwithstanding that all or some portion of the Payment may be taxable under Section 280G(b)(2) 4999 of the Code) . The Company shall appoint a nationally recognized independent registered public accounting firm or tax counsel selected other professional firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accountants or professional firm required to be made hereunder. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive. If the Internal Revenue Service (the “AccountantsIRS”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not determines that any Payment is subject to the Excise Tax, then this paragraph shall apply, and the enforcement of this paragraph shall be the exclusive remedy to the Company. If, notwithstanding any reduction described in the immediately preceding paragraph hereof (y) or in the value absence of any non-cash benefits such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or any deferred payment or benefit more Payments, then Executive shall be determined by obligated to surrender or pay back to the Accountants. All determinations hereunder Company, within one-hundred twenty (120) days after a final IRS determination, an amount of such payments or benefits equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be made by the Accountants which smallest such amount, if any, as shall provide detailed supporting calculations both be required to be surrendered or paid to the Company and so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero (0) if a Repayment Amount of more than zero (0) would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive at such time as it is requested by from the Company or the ExecutivePayments. If the Accountants determine that payments under this Agreement must be reduced Excise Tax is not eliminated pursuant to this paragraph, they Executive shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to pay the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In the event that the Executive shall become entitled to payment and/or benefits provided by Notwithstanding anything in this Agreement or any other amounts agreement to the contrary, in the “nature event it is determined that part or all of compensation” the consideration, compensation or benefits to be paid to the Executive by the Employers or any affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) or any other person to or for the benefit of the Executive, whether paid or payable pursuant to the terms of this Agreement Agreement, or pursuant to any other agreement or arrangement with the Employers or any such affiliate, constitute “parachute payments” under Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, (the “Code”) then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to the Executive under any other plan, arrangement or agreement with which constitute “parachute payments” (collectively, the Company, any person whose actions result “Parachute Amount”) exceeds 2.99 times the Executive’s “base amount,” as defined in a change of ownership or effective control covered by Section 280G(b)(2280G(b)(3) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company PaymentsExecutive Base Amount”), and such Company Payments will the amounts constituting “parachute payments” which would otherwise be subject payable to or for the benefit of the Executive shall be reduced to the tax (extent necessary so that the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay Parachute Amount is equal to 2.99 times the Executive Base Amount. If the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced determination made pursuant to the foregoing sentence, then preceding sentence results in a reduction of the Company Payments shall payments that would otherwise be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable paid to the Executive, (3) any benefits valued as parachute payments; then the Executive may then elect, in the Executive’s sole discretion, which and (4) acceleration of vesting how much of any equity. (b) particular entitlement shall be eliminated or reduced and shall advise the Employers in writing of the Executive’s election within ten days of the determination of the reduction in payments. If no such election is made by the Executive within such ten-day period, the Employers may elect which and how much of any entitlement shall be eliminated or reduced and shall notify the Executive promptly of such election. The calculations under this Section will be made by the Employers’ independent accounting firm, engaged immediately prior to the event that triggered the payment, in consultation with the Employers’ outside legal counsel. For purposes of determining whether any making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Company Payments will Code, provided that the accounting firm’s determinations must be subject to the Excise Tax and the amount of such Excise Tax, made with substantial authority (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) 6662 of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive). (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Executive shall become entitled Company to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in otherwise (a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company PaymentsParachute Payment”), and such Company Payments will be subject to the tax (the would result in an “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as excess parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute paymentspayment” within the meaning of Section 280G(b)(2280G(b)(i) of the Code, and all “parachute payments” the value determined in excess of the “base amount” (as defined under Code accordance with Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4280G(d)(4) of the Code in excess of the Parachute Payments, net of all taxes imposed on Executive (the “base amount” or are otherwise not subject Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the Excise Taxhighest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (yii) pay applicable state and local income taxes at the value highest marginal rate of any nontaxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 11.16, all determinations required to be made under this Section 11.16, including the Net After-cash benefits or any deferred payment or benefit shall Tax Amount, the Reduction Amount and the Parachute Payments that are to be determined by reduced pursuant to this Section 11.16 and the Accountants. All determinations hereunder assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the Accountants “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive at that there has been a Parachute Payment, or such earlier time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to this paragraph, they shall furnish the Executive with a written opinion “nonqualified deferred compensation plan” subject to such effect. The determination Code Section 409A of the Accountants Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be final and borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Executive shall become entitled Company to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control otherwise (collectively the “Company PaymentsParachute Payment”), and such Company Payments will be subject to the tax (the would result in an “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as excess parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute paymentspayment” within the meaning of Section 280G(b)(2280G(b)(i) of the Code, and all “parachute payments” the value determined in excess of the “base amount” (as defined under Code accordance with Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4280G(d)(4) of the Code in excess of the Parachute Payments, net of all taxes imposed on Executive (the “base amount” or are otherwise not subject Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the Excise Taxhighest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (yii) pay applicable state and local income taxes at the value highest marginal rate of any nontaxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 9.4, all determinations required to be made under this Section 9.4, including the Net After-cash benefits or any deferred payment or benefit shall Tax Amount, the Reduction Amount and the Parachute Payments that are to be determined by reduced pursuant to this Section 9.4 and the Accountants. All determinations hereunder assumptions to be utilized in arriving at such determinations, shall be made by independent public accounting firm selected by Executive (the Accountants “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive at that there has been a Parachute Payment, or such earlier time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must The Accounting Firm’s decision as to which Parachute Payments are to be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon made (a) only from Parachute Payments that the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.Accounting Firm determines reasonably may be characterized as

280G. (a) In the event Notwithstanding section 1.1 above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change in ownership or effective control a Change of Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and any similar including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may hereafter be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock options (i.e., earliest granted stock option cancelled last). The accounting firm engaged by Entropic for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed by with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any taxing authorityreduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the Company shall pay event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the Executive “Repayment Amount.” The Repayment Amount with respect to the greatest payment of benefits shall be the followingsmallest such amount, whichever gives the Executive the highest if any, as shall be required to be paid to Entropic so that Employee’s net after-tax amount proceeds with respect to any payment of benefits (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount payment of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of all other applicable taxes imposed on such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Codepayment) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effectmaximized. The determination of the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.Repayment Amount with

280G. (a) In Notwithstanding anything herein to the contrary, in the event that an independent, nationally recognized, accounting firm, which shall be designated by the Executive shall become entitled to payment and/or benefits provided by this Agreement or any other amounts in Company (the “nature Accounting Firm”) shall determine that any payment or distribution of compensation” any type to or for Executive’s benefit made by the Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other planotherwise (collectively, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Total Payments”), and such Company Payments will would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (and such excise tax, together with any similar tax that may hereafter such interest or penalties, are collectively referred to as the “Excise Tax”), then the Accounting Firm shall determine whether such payments or distributions or benefits shall be imposed by any taxing authority) the Company shall pay reduced to such lesser amount as would result in no portion of such payments or distributions or benefits being subject to the Excise Tax. Such reduction shall occur if and only to the extent that it would result in Executive the greatest of the followingretaining a larger amount, whichever gives the Executive the highest net on an after-tax amount basis (after taking into account federal, statestate and local income taxes, local and employment, social security taxes at and Medicare taxes, the maximum imposition of the Excise Tax and all other taxes, determined by applying the highest marginal rates): rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made) than if Executive received all of the Total Payments. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments. If the Total Payments are to be reduced, the reduction shall occur in the following order: (1) reduction of cash payments for which the Company Payments or full amount is treated as a “parachute payment” (as defined under Section 280G of the Code and the regulations thereunder); (2) one dollar less than the amount cancellation of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive accelerated vesting (or, in if necessary, payment) of cash awards for which the event the parties canfull amount is not agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, treated as a parachute payment; (3) reduction of any benefits valued as parachute paymentscontinued employee benefits; and (4) acceleration cancellation or reduction of any accelerated vesting of any equity. equity awards. In selecting the equity awards (bif any) For purposes of determining whether any for which vesting will be cancelled or reduced under clause (4) of the Company preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided to Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A, awards instead shall be selected in the reverse order of the date of grant. If two or more equity awards are granted on the same date, each award will be subject to the Excise Tax reduced on a pro-rata basis. Executive and the amount Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite Section 280G of the Code computations and analysis, and the Accounting Firm shall provide a written report of its determinations, hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 10(a) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such Excise Tax, (x) the Company Payments shall services may be treated as considered to be “parachute paymentsreasonable compensation” within the meaning of Section 280G(b)(2) Q&A-9 and Q&A-40 to Q&A-44 of the Code, and all final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute paymentspayment” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4Q&A-2(a) of the Code such final regulations in excess accordance with Q&A-5(a) of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executiveregulations. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In the event that If any payment or benefit the Executive shall become entitled would receive pursuant to payment and/or benefits provided by this Agreement or any other amounts in agreement (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company PaymentsCode”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax the “Excise Tax”), then such Payment shall be adjusted so that may hereafter it would equal to the Reduced Amount. The “Reduced Amount” shall be imposed by any taxing authorityeither (x) the Company shall pay largest portion of the Payment that would result in no portion of the Payment being subject to the Executive Excise Tax or (y) the greatest of the followingtotal Payment, whichever gives the Executive the highest net after-tax amount of (x) or (y), after taking into account all applicable federal, statestate and local employment taxes, local income taxes, and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in receipt by the Company Payments or (2) one dollar less than Executive, on an after-tax basis, of the greater amount of the Company Payments Payment notwithstanding that would all or some portion of the Payment may be subject the Executive to the Excise Tax. In the event If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Company Payments are required to be reduced pursuant to Payment equals the foregoing sentenceReduced Amount, then the Company Payments reduction shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, occur in the following order order: (1a) any lump sum severance based on Base Salary or Annual Bonus, reduction of cash payments; (2b) any cancellation of accelerated vesting of equity awards other cash amounts payable to the Executive, than stock options; (3c) any benefits valued as parachute paymentscancellation of accelerated vesting of stock options; and (4d) acceleration reduction of vesting employee benefits. Within any such category of any equity. payments and benefits (that is, (a), (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax), (xc) the Company Payments shall be treated as or (d)), a reduction will occur first with respect to amounts that are not “parachute paymentsdeferred compensation” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) 409A of the Code in excess of the “base amount” or are otherwise not subject and then with respect to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine amounts that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issuesare. In the event the issues are interrelatedthat acceleration of vesting of stock options, the Executive and the Company restricted stock units or other equity incentive awards compensation (each an “Equity Award”) is to be reduced, such acceleration of vesting shall in good faith cooperate so as not to jeopardize resolution of either issuebe cancelled, but if the parties cannot agree the Executive shall make the final determination with regard subject to the issues. In immediately preceding sentence, in the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative reverse order of the Company to accompany the Executive, and the Executive and date of grant of the Executive’s representative shall cooperate with the Company and its representativeEquity Awards (i.e., earliest granted Equity Award cancelled last).

280G. (a) In the event that If any payment or benefit the Executive shall become entitled would receive pursuant to payment and/or benefits provided by this Agreement or any other amounts in (“Payment”) would (i) constitute a “parachute payment” within the “nature meaning of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) 280G of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”)Code, and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax the “Excise Tax”), then such Payment shall be adjusted so that may hereafter it would equal to the Reduced Amount. The “Reduced Amount” shall be imposed by any taxing authorityeither (x) the Company shall pay largest portion of the Payment that would result in no portion of the Payment being subject to the Executive Excise Tax or (y) the greatest of the followingtotal Payment, whichever gives the Executive the highest net after-tax amount of (x) or (y), after taking into account all applicable federal, statestate and local employment taxes, local income taxes, and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in your receipt, on an after-tax basis, of the Company Payments or (2) one dollar less than the greater amount of the Company Payments Payment notwithstanding that would all or some portion of the Payment may be subject the Executive to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; if applicable, cancellation of accelerated vesting of stock options, restricted stock units or other equity incentive awards; and if applicable, reduction of employee benefits. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. stock options, restricted stock units or other equity incentive awards compensation (beach an “Equity Award”) For purposes is to be reduced, such acceleration of determining whether any vesting shall be cancelled in the reverse order of the Company Payments will be subject to the Excise Tax and the amount date of such Excise Taxgrant of your Equity Awards (i.e., (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executiveearliest granted Equity Award cancelled last). (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Executive shall become entitled Company to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in otherwise (a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company PaymentsParachute Payment”), and such Company Payments will be subject to the tax (the would result in an “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as excess parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute paymentspayment” within the meaning of Section 280G(b)(2280G(b)(i) of the Code, and all “parachute payments” the value determined in excess of the “base amount” (as defined under Code accordance with Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4280G(d)(4) of the Code in excess of the Parachute Payments, net of all taxes imposed on Executive (the “base amount” or are otherwise not subject Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the Excise Taxhighest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (yii) pay applicable state and local income taxes at the value highest marginal rate of any nontaxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.4, all determinations required to be made under this Section 14.4, including the Net After-cash benefits or any deferred payment or benefit shall Tax Amount, the Reduction Amount and the Parachute Payments that are to be determined by reduced pursuant to this Section 14.4 and the Accountants. All determinations hereunder assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the Accountants “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive at that there has been a Parachute Payment, or such earlier time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to this paragrapha “nonqualified deferred compensation plan” subject to Code Section 409A, they until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall furnish any Parachute Payments be reduced if and to the Executive with extent such reduction would cause a written opinion to such effectviolation of Code Section 409A or other applicable law. The determination All fees and expenses of the Accountants Accounting Firm shall be final and borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In the event Notwithstanding Section 1.1 above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change a Change in ownership or effective control Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter the “Excise Tax”), then such Payment shall be imposed by any taxing authorityequal to the Reduced Amount. The “Reduced Amount” shall be either (x) the Company shall pay largest portion of the Payment that would result in no portion of the Payment being subject to the Executive Excise Tax or (y) the greatest largest portion, up to and including the total, of the followingPayment, whichever gives the Executive the highest net after-tax amount (amount, after taking into account all applicable federal, statestate and local employment taxes, local income taxes, and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in Employee’s receipt, on an after-tax basis, of the Company Payments or (2) one dollar less than the greater amount of the Company Payments Payment notwithstanding that would all or some portion of the Payment may be subject the Executive to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes stock option compensation is to be reduced, such acceleration of determining whether any vesting shall be cancelled in the reverse order of the Company Payments date of grant of Employee’s stock options (i.e., earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm-so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be subject imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section j.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “ Repayment A mount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as . shall be required to be paid to Entropic so that Employee’s net after- tax proceeds with respect to any payment of benefits-(after taking into account the payment of the Excise Tax and the amount of all other applicable taxes imposed on such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Codepayment) shall be treated as subject maximized. The Repayment Amount with respect to the Excise Tax, unless and except payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the extent that, in the opinion payment of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executivebeing maximized. If the Accountants determine that payments under this Agreement must be reduced Excise Tax is not eliminated pursuant to this paragraph, they Employee shall furnish pay the Executive with Excise Tax. Notwithstanding any other provision of this Section I.3 , if (i) there is a written opinion to such effect. The determination reduction in the payment of benefits as described in this section, (ii) the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to IRS later determines that Employee is liable for the Excise Tax, the Executive payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall permit the Company pay to control issues related Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax (at its expense), provided so that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination Employee’s net after-tax proceeds with regard respect to the issues. In the event payment of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representativebenefits is maximized.

280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Executive shall become entitled Company to payment and/or benefits provided by this Agreement or any other amounts in the “nature of compensation” (for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in otherwise (a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company PaymentsParachute Payment”), and such Company Payments will be subject to the tax (the would result in an “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as excess parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute paymentspayment” within the meaning of Section 280G(b)(2280G(b)(i) of the Code, and all “parachute payments” the value determined in excess of the “base amount” (as defined under Code accordance with Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4280G(d)(4) of the Code in excess of the Parachute Payments, net of all taxes imposed on Executive (the “base amount” or are otherwise not subject Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the Excise Taxhighest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (yii) pay applicable state and local income taxes at the value highest marginal rate of any nontaxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 8.4, all determinations required to be made under this Section 8.4, including the Net After-cash benefits or any deferred payment or benefit shall Tax Amount, the Reduction Amount and the Parachute Payments that are to be determined by reduced pursuant to this Section 8.4 and the Accountants. All determinations hereunder assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the Accountants “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive at that there has been a Parachute Payment, or such earlier time as it is requested by the Company or the Executive. If the Accountants determine that payments under this Agreement must The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to this paragrapha “nonqualified deferred compensation plan” subject to Code Section 409A, they until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall furnish any Parachute Payments be reduced if and to the Executive with extent such reduction would cause a written opinion to such effectviolation of Code Section 409A or other applicable law. The determination All fees and expenses of the Accountants Accounting Firm shall be final and borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. . By: /s/ Xxxxxxx X. Xxxxxxx Title: Chairman and CEO EXECUTIVE: XXXXXX X. XXXX THIS RELEASE AGREEMENT (cthis “Release”) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so is made as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany _____ day of _________, __________ by and between Xxxxxx X. Xxxx (the “Executive”) and Nature’s Sunshine Products, and Inc. (the Executive and the Executive’s representative shall cooperate with the Company and its representative“Company”).

280G. (a) In the event Notwithstanding Section 1.1 above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change in ownership or effective control a Change of Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and any similar including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may hereafter be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Entropic approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock options (i.e., earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed by with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any taxing authorityreduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the Company shall pay event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the Executive “Repayment Amount.” The Repayment Amount with respect to the greatest payment of benefits shall be the followingsmallest such amount, whichever gives the Executive the highest if any, as shall be required to be paid to Entropic so that Employee’s net after-tax amount proceeds with respect to any payment of benefits (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount payment of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of all other applicable taxes imposed on such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Codepayment) shall be treated as subject maximized. The Repayment Amount with respect to the Excise Tax, unless and except payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the extent that, in the opinion payment of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executivebeing maximized. If the Accountants determine that payments under this Agreement must be reduced Excise Tax is not eliminated pursuant to this paragraph, they Employee shall furnish pay the Executive with Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a written opinion to such effect. The determination reduction in the payment of benefits as described in this section, (ii) the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to IRS later determines that Employee is liable for the Excise Tax, the Executive payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall permit the Company pay to control issues related Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax (at its expense), provided so that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination Employee’s net after-tax proceeds with regard respect to the issues. In the event payment of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representativebenefits is maximized.

280G. (a) In the event Notwithstanding section 1 .I above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together . with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change a Change in ownership or effective control Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the—meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and any similar including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may hereafter be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that: triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock options (i.e. earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (j5) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed by with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any taxing authorityreduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the Payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the Company shall pay event that Employee challenges the final IRS determination, a final judicial determination, a . portion of the payment equal to the Executive “Repayment Amount.” The Repayment Amount with respect to the greatest payment of benefits shall be the followingsmallest such amount, whichever gives the Executive the highest if any, as—shall be required to be paid to Entropic so that Employee’s net after-tax amount proceeds with respect to any payment of benefits (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount payment of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of all other applicable taxes imposed on such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Codepayment) shall be treated as subject maximized. The Repayment Amount with respect to the Excise Tax, unless and except payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the extent that, in the opinion payment of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executivebeing maximized. If the Accountants determine that payments under this Agreement must be reduced Excise Tax is not eliminated pursuant to this paragraph, they Employee shall furnish pay the Executive with Excise Tax. Notwithstanding any other provision of this Section 1.3, if (i) there is a written opinion to such effect. The determination reduction in the payment of benefits as described in this section, (ii) the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to IRS later determines that Employee is liable for the Excise Tax, the Executive payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall permit the Company pay to control issues related Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax (at its expense), provided so that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination Employee’s net after-tax proceeds with regard respect to the issues. In the event payment of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representativebenefits is maximized.

280G. (a) In Notwithstanding anything set forth herein to the event that contrary, if any payment or benefit Executive would receive from the Executive shall become entitled Company pursuant to payment and/or benefits provided by this Agreement or any other amounts in otherwise (“Payment”) would constitute a “parachute payment” within the “nature meaning of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) 280G of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”)and, and such Company Payments will but for this Section 24, would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that the “Excise Tax”), then such Payment shall equal the Revised Amount which may hereafter under clause (a) in the following sentence be imposed by any taxing authoritya lesser amount than the full Payment. The “Revised Amount” shall be either (a) the Company shall pay to the Executive the greatest of the followingor (b) whichever amount, whichever gives the Executive the highest net after-tax amount (after taking into account all applicable federal, statestate and local employment taxes, local income taxes and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in Executive’s receipt, on an after-tax basis, of the Company Payments or (2) one dollar less than the greater amount of the Company Payments Payment notwithstanding that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary all or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any some portion of the Company Payments will payment may be subject to the Excise Tax and where: (a) is the amount largest portion of such the Payment that would result in no portion of the Payment being subject to the Excise TaxTax and (b) is the full, (x) the Company Payments shall be treated as unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” within is necessary so that the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject Payment is reduced to the Excise Taxamount in clause (a) above, unless and except to the extent thatpermitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the opinion reverse order of the Company’s independent certified public accountants appointed prior to any change in ownership date of grant for such equity awards (as defined under Section 280G(b)(2) i.e., the vesting of the Codemost recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) or tax counsel selected by employee benefits shall be reduced last and in reverse chronological order such accountants or that the Company (benefit owed on the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within latest date following the meaning of Section 280G(b)(4) occurrence of the Code event triggering such excise tax will be the first benefit to be reduced. Except as set forth in excess of the “base amount” or are otherwise not subject next sentence, all determinations to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder made under this Section 24 shall be made by the Accountants Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide detailed its determinations and any supporting calculations both and documentation to the Company and Executive promptly after the Executive at such time as it is requested by change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive. If the Accountants determine that payments under ’s non-competition covenant set forth in Section 9 of this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effectAgreement. The determination costs and expenses of the Accountants accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be final and binding upon borne by the Company and the ExecutiveCompany. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representative.

280G. (a) In the event that If any payment or benefit the Executive shall become entitled would receive pursuant to payment and/or benefits provided by this Agreement or any other amounts in agreement (“Payment”) would (i) constitute a “parachute payment” within the “nature meaning of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) 280G of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”)Code, and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax the “Excise Tax”), then such Payment shall be adjusted so that may hereafter it would equal to the Reduced Amount. The “Reduced Amount” shall be imposed by any taxing authorityeither (x) the Company shall pay largest portion of the Payment that would result in no portion of the Payment being subject to the Executive Excise Tax or (y) the greatest of the followingtotal Payment, whichever gives the Executive the highest net after-tax amount of (x) or (y), after taking into account all applicable federal, statestate and local employment taxes, local income taxes, and social security taxes the Excise Tax (all computed at the maximum highest applicable marginal rates): (1) rate), results in receipt by the Company Payments or (2) one dollar less than Executive, on an after-tax basis, of the greater amount of the Company Payments Payment notwithstanding that would all or some portion of the Payment may be subject the Executive to the Excise Tax. In the event If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Company Payments are required to be reduced pursuant to Payment equals the foregoing sentenceReduced Amount, then the Company Payments reduction shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, occur in the following order order: (1a) any lump sum severance based on Base Salary or Annual Bonus, reduction of cash payments; (2b) any cancellation of accelerated vesting of equity awards other cash amounts payable to the Executive, than stock options; (3c) any benefits valued as parachute paymentscancellation of accelerated vesting of stock options; and (4d) acceleration reduction of vesting employee benefits. Within any such category of any equity. payments and benefits (that is, (a), (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of such Excise Tax), (xc) the Company Payments shall be treated as or (d)), a reduction will occur first with respect to amounts that are not “parachute paymentsdeferred compensation” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) 409A of the Code in excess of the “base amount” or are otherwise not subject and then with respect to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executive. If the Accountants determine amounts that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issuesare. In the event the issues are interrelatedthat acceleration of vesting of stock options, the Executive and the Company restricted stock units or other equity incentive awards compensation (each an “Equity Award”) is to be reduced, such acceleration of vesting shall in good faith cooperate so as not to jeopardize resolution of either issuebe cancelled, but if the parties cannot agree the Executive shall make the final determination with regard subject to the issues. In immediately preceding sentence, in the event of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative reverse order of the Company to accompany the Executive, and the Executive and date of grant of the Executive’s representative shall cooperate with the Company and its representativeEquity Awards (i.e., earliest granted Equity Award cancelled last).

280G. (a) In the event Notwithstanding Section 1.1 above, if it is determined that the Executive shall become entitled amounts payable to payment and/or benefits provided by Employee under this Agreement or Agreement, when considered together with any other amounts in the “nature of compensation” (whether pursuant payable to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) Employee as a result of such change in ownership or effective control a Change of Control (collectively collectively, the “Company PaymentsPayment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and such Company Payments will (ii) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and any similar including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may hereafter be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Employee’s stock options (i.e., earliest granted stock option cancelled last). The accounting firm engaged by Entropic for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed by with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any taxing authorityreduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the Company shall pay event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the Executive “Repayment Amount.” The Repayment Amount with respect to the greatest payment of benefits shall be the followingsmallest such amount, whichever gives the Executive the highest if any, as shall be required to be paid to Entropic so that Employee’s net after-tax amount proceeds with respect to any payment of benefits (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount payment of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the Company Payments will be subject to the Excise Tax and the amount of all other applicable taxes imposed on such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Codepayment) shall be treated as subject maximized. The Repayment Amount with respect to the Excise Tax, unless and except payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the extent that, in the opinion payment of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants. All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and the Executive at such time as it is requested by the Company or the Executivebeing maximized. If the Accountants determine that payments under this Agreement must be reduced Excise Tax is not eliminated pursuant to this paragraph, they Employee shall furnish pay the Executive with Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a written opinion to such effect. The determination reduction in the payment of benefits as described in this section, (ii) the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to IRS later determines that Employee is liable for the Excise Tax, the Executive payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall permit the Company pay to control issues related Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax (at its expense), provided so that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination Employee’s net after-tax proceeds with regard respect to the issues. In the event payment of any conference with any taxing authority as the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s representative shall cooperate with the Company and its representativebenefits is maximized.