0001227930-15-000006 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • February 24th, 2015 • Entropic Communications Inc • Semiconductors & related devices • California

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made effective as of December 17, 2014 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and Theodore L. Tewksbury III (“Employee”) and as of the Effective Date amends, restates and supersedes in its entirety the Change of Control Agreement previously entered into between Entropic and Employee dated November 10, 2014 (the “Prior Agreement”).

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INDEPENDENT CONTRACTOR AGREEMENT
Independent Contractor Agreement • February 24th, 2015 • Entropic Communications Inc • Semiconductors & related devices • California

This Independent Contractor Agreement (“Agreement”) is made and entered into as of December 22, 2014 by and between Entropic Communications, Inc. (“Entropic” or “Company”), having a principal place of business at 6350 Sequence Drive, San Diego, CA 92121, and Michael Farese (“Contractor” or “Consultant”).

RELEASE AND WAIVER OF CLAIMS
Release and Waiver of Claims • February 24th, 2015 • Entropic Communications Inc • Semiconductors & related devices

In consideration of the payments and other benefits set forth in Section 5.3 of the Amended and Restated Employment Agreement dated December 7, 2009, as amended effective June 20, 2014 (the “Employment Agreement”), to which this form is attached and due to the fact that I have been terminated without Cause as defined in the Employment Agreement, I, PATRICK HENRY, hereby furnish ENTROPIC COMMUNICATIONS, INC. (the “Company”), with the following release and waiver (“Release and Waiver”).

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