Common use of Severance Package Clause in Contracts

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums for twelve (12) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”), provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the Company; and (iii) immediate and full accelerated vesting of all stock options, stock units and other equity arrangements 1. subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted level. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve six (126) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 belowaccordance with Entropic’s normal payroll practices, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without 1. Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits COBRA; (iii) expiration of the applicable COBRA premium payments and proof of such payments repayment obligation for any relocation assistance expenses paid to the CompanyEmployee; and (iiiiv) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest 1. or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance-or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance-or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums for twelve (12) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”), provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the Company; or if Employee is not eligible for company-paid healthcare benefits, cash in lieu thereof, and (iii) immediate and full accelerated vesting of all stock awards (options, stock units and other equity arrangements 1. ) that are subject to time-based vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted level. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding notwithstanding 1. and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other 1. equity arrangement is subject to performance- or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within one The Severance Package will consist of the following: (1i) year after a Change severance payment equal to: (A) eighteen (18) months of Control Executive’s Base Salary then in effect on the date of termination of employment (as that term is defined below) Employee’s employment is terminated Base Salary shall be determined without “Cause,” or Employee resigns for regard to any reduction thereof which would constitute “Good Reason” (each a “Qualifying Termination”as defined in Section 7.4(b)), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: plus (iB) Employee will receive a severance payment equal to the greater of (1) one times the annual Target Bonus as in effect or (2) the average of the Target Bonus amounts earned by Executive with the Company with respect to the preceding two annual periods, with the payments contemplated in (A) and (B) payable equally over an eighteen (18) month period (the “CIC Severance Period”). These payments will be made on the Company’s ordinary payroll dates beginning with the Company’s first regularly scheduled payday occurring 60 days following the Executive’s employment termination date and will be subject to standard payroll deductions and withholdings; (ii) accelerated vesting in full of all unvested time-based stock options, restricted stock, restricted stock units or other stock-based compensation award previously granted to Executive as of the date of the Executive’s termination of employment so that each such option, share of restricted stock, restricted stock unit and other stock-based compensation award held by the Executive shall be immediately exercisable and/or fully vested as of such date; provided, however, that such acceleration of vesting and/or exercisability shall not apply to any stock-based compensation award where such acceleration would result in plan disqualification or would otherwise be contrary to applicable law (e.g., an employee stock purchase plan intended to qualify under Section 423 of the Code) and to the extent that the vesting of any restricted stock, restricted stock units and/or other stock-based compensation award is based on the achievement of performance metrics, the vesting of such awards shall be determined based on the terms of such awards and not this Section 7.4(a)(ii); and (iii) if Executive was covered under the Company’s group health plan as of the date of Executive’s Termination Upon a Change in Control, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the twelve (12) months month period following Executive’s termination, under the applicable provisions of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums for twelve (12) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”), provided that Employee Executive timely elects to continue and remain remains eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof terms of such payments to the Company; and (iii) immediate and full accelerated vesting of all stock options, stock units and other equity arrangements 1. subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of Directors on his COBRA premiums. Notwithstanding the foregoing, if Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or prior any statute or regulation of similar effect (including but not limited to the date 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect to instead pay Executive on the first day of each month of the Qualifying Termination, vesting acceleration shall occur with respect to COBRA Payment Period the number of shares subject to Special Severance Payment for the equity award as if the applicable performance criteria had been attained at 100% remainder of the targeted levelCOBRA Payment Period. MoreoverExecutive may, but is not obligated to, use such Special Severance Payment toward the acceleration cost of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunderCOBRA premiums.

Severance Package. If within four and one-half (4 1/2) months before, on or within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section Section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single one lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 belowsum, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve one (121) months year following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain remains eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all the unvested shares of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by lawlaw and (iv) an extension of time until the earlier of one (1) year after Employee’s termination date or the original maximum contractual term to exercise all vested stock options and other equity arrangements. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect to any performance based clause (iii) above if absent such acceleration provision, in order for such vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted level. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.release to

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve six (126) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 belowaccordance with Entropic’s normal payroll practices, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant clarification, if a stock option or other equity arrangement is subject to the foregoing provision with respect to any performance performance- or milestone-based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable release of any repurchase option in favor of Entropic on shares of restricted stock is performance- or milestone-based, such performance criteria had been attained at 100% of the targeted levelmeasure or milestone shall be deemed satisfied pursuant to 1. clause (iii) above if absent such acceleration provision, in order for such vesting or release to occur such performance measure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve six (126) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 belowaccordance with Entropic’s normal payroll practices, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or 1. milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within four and one-half (4%) months before, on or within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section Section 1.2 below: (i) Employee will receive a severance payment equal to twelve (121 2) months of Employee’s Base Salary (as defined below)base salary, payable in a single one lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdingssum; (ii) Entropic will continue to provide Employee with health, continuation of Employee’s health and dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve one (121) months following the date of year after Employee’s Qualifying Termination (the “COBRA Payment Period”)termination date, provided that Employee elects to continue and remain remains eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units and other equity arrangements 1. subject to vesting, and release of any repurchase options in favor of Entropic on the unvested shares of restricted stock to the extent permissible by law. For purposes of determining “Option (as that term is defined in the number of shares Employment Agreement) so that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelOption is 100% vested on the termination date; and (iv) an extension of time until one (1) year after Employee’s termination date to exercise all vested shares of the Option. Moreover, the The acceleration of vesting provision set forth in this section 1.1 Section 1 .I is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans 2001 Stock Option Plan and/or in the Stock Option Agreement governing the Option. Entropic acknowledges and agrees that Employee shall not have a duty to mitigate by seeking alternative employment to receive the Severance Package described in this Change of Control Agreement or any agreements or grant notices thereunderpart thereof.

Severance Package. If within The Severance Package will consist of the following: (i) a severance payment equal to: (A) Eighteen (18) months of Executive’s Base Salary then in effect on the date of termination of employment (Base Salary shall be determined without regard to any reduction thereof which would constitute “Good Reason” as defined in Section 7.4(b)), plus (B) a payment equal to one and one-half times the annual Target Bonus based on the most recent Target Bonus paid to Executive, with the payments contemplated in (A) and (B) payable equally over a fifty-two (52) week period (the “CIC Severance Period”). These payments will be made on the Company’s ordinary payroll dates beginning with the Company’s first regularly scheduled payday occurring 60 days following the Executive’s employment termination date and will be subject to standard payroll deductions and withholdings; (ii) one (1) year after of accelerated vesting in unvested stock options previously granted to Executive (which options shall have a Change post termination exercise period of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months (but in any event, not beyond the option’s original term)); and (iii) if Executive was covered under the Company’s group health plan as of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums for twelve (12) months following the date of EmployeeExecutive’s Qualifying Termination Upon a Change in Control, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the eighteen (18) month period following Executive’s termination, under the “COBRA Payment Period”)applicable provisions of COBRA, provided that Employee Executive timely elects to continue and remain remains eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof terms of such payments to the Company; and (iii) immediate and full accelerated vesting of all stock options, stock units and other equity arrangements 1. subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of Directors on his COBRA premiums. Notwithstanding the above, during the CIC Severance Period, Executive shall use Executive’s best efforts to obtain other employment and to pursue other business opportunities and activities, at a comparable level, and any amounts otherwise payable pursuant to this Section 7.4 shall be reduced by all cash amounts (whether direct or indirect salary, compensation or otherwise) earned by Executive from other employment or business activities prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted level. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunderCIC Severance Period.

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits COBRA; (iii) expiration of the applicable COBRA premium payments and proof of such payments repayment obligation for any relocation assistance expenses paid to the CompanyEmployee; and (iiiiv) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting clarification, if a stock option or other equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted level. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.arrangement is

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or 1. voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the CompanyCOBRA; and (iii) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s 1. termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. “

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason,” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for twelve six (126) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”)termination, provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits COBRA; (iii) expiration of the applicable COBRA premium payments and proof of such payments repayment obligation for any relocation assistance expenses paid to the CompanyEmployee; and (iiiiv) immediate and full accelerated vesting of all stock options, stock units options and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in in 1. favor of Entropic on shares of restricted stock that would otherwise be regularly scheduled to vest or be released, as applicable, within twenty-four (24) months following Employee’s termination without Cause or voluntary resignation for Good Reason, to the extent permissible by law. For purposes of determining clarification, if a stock option or other equity arrangement is subject to performance-or milestone-based vesting or if the number release of any repurchase option in favor of Entropic on shares that will vest of restricted stock is performance-or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to the foregoing provision with respect clause (iii) above if absent such acceleration provision, in order for such vesting or release to any occur such performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Companymeasure or milestone was required to be satisfied within no later than twenty-four (24) months following Employee’s Board of Directors on termination without Cause or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted levelvoluntary resignation for Good Reason. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.. (“

Severance Package. If within one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the following “Severance Package,” provided Employee complies with the conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to twelve (12) months of Employee’s Base Salary (as defined below), payable in a single lump sum within ten (10) days following the effective date of the release of claims required by Section 1.2 below, subject to applicable tax withholdings; (ii) Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Employee for payment of Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums for twelve (12) months following the date of Employee’s Qualifying Termination (the “COBRA Payment Period”), provided that Employee elects to continue and remain eligible for these benefits under COBRA and timely remits the applicable COBRA premium payments and proof of such payments to the Company; and (iii) immediate and full accelerated vesting of all stock options, stock units and other equity arrangements 1. arrangements subject to vesting, and release of any repurchase options in favor of Entropic on shares of restricted restricted 1. stock to the extent permissible by law. For purposes of determining the number of shares that will vest pursuant to the foregoing provision with respect to any performance based vesting equity award that has multiple vesting levels depending upon the level of performance, where the applicable level of performance has not otherwise been determined by the Company’s Board of Directors on or prior to the date of the Qualifying Termination, vesting acceleration shall occur with respect to the number of shares subject to the equity award as if the applicable performance criteria had been attained at 100% of the targeted level. Moreover, the acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any agreements or grant notices thereunder.