Common use of Severance Package Clause in Contracts

Severance Package. If the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) (i) a severance payment equivalent to one and a half (1.5) times the sum of the Base Salary then in effect on the date of termination; and (ii) payments by the Company of the premiums required to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason,” then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and a half six (1.56) times the sum months of the Employee’s Base Salary then (as defined below), payable in effect on the date of terminationaccordance with Entropic’s normal payroll practices, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by the Company of the premiums required to continue the Executivepaying Employee’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) premiums directly to the COBRA administrator for six (6) months following the date of Employee’s termination, provided that the Executive Employee elects to continue and remains remain eligible for these benefits under COBRA; and (iii) immediate and accelerated vesting of all stock options and other equity arrangements subject to vesting, and does not become eligible 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 health coverage through another employer during this periodGood Reason, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreementextent permissible by law. For purposes of clarification, as described if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in subsection 8.2.2 belowfavor of Entropic on shares of restricted stock is performance- or milestone-based, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following such performance measure or coincident with the 60th day following the termination of employment, milestone shall be deemed satisfied pursuant to clause (iiii) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to above if absent such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expenseacceleration provision, in an amount not order for such vesting or release to exceed $10,000. The expenses 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 outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.Good

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason,” then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by the Company of the premiums required to continue the Executivepaying Employee’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) premiums directly to the COBRA administrator for six (6) months following the date of Employee’s termination, provided that the Executive Employee elects to continue and remains remain eligible for these benefits under COBRA; (iii) expiration of the repayment obligation for any relocation assistance expenses paid to Employee; and (iv) immediate and accelerated vesting of all stock options and other equity arrangements subject to vesting, and does not become eligible 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 health coverage through another employer during this periodGood Reason, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreementextent permissible by law. For purposes of clarification, as described if a stock option or other equity arrangement is subject to performance-or milestone-based vesting or if the release of any repurchase option in subsection 8.2.2 belowfavor of Entropic on shares of restricted stock is performance-or milestone-based, becoming effective and irrevocable such performance measure or milestone shall be deemed satisfied pursuant to clause (iii) above if absent such acceleration provision, in accordance with its terms, commencing on the first payroll date next 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 coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmentvoluntary resignation for Good Reason. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000any agreements or grant notices thereunder. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.“

Severance Package. If The Severance Package shall consist of the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receivefollowing: (a) (i) a severance payment equivalent to equal to: (A) one and a half (1.5) times the sum year of the Executive’s Base Salary then in effect on the date of termination; plus (B) the average cash bonus (excluding the Signing Bonus and the Retention Bonus) paid to Executive for the most recent three (3) years of employment, with the payments contemplated in (A) and (B) payable equally over a fifty-two (52) week period (the “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) payments by one (1) year of accelerated vesting in unvested stock options previously granted to Executive (which options shall have a post termination exercise period of 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 the date of Executive’s Termination Without Cause, Company of agrees to pay the premiums required to continue the Executive’s group health care coverage for one the twelve (112) yearmonth period immediately following Executive’s termination of employment, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive timely elects to continue and remains eligible for these group health benefits under COBRACOBRA and the terms of the Company’s group health plan, and does not become eligible for obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of his COBRA premiums. Notwithstanding the above, during the 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 providedany amounts otherwise payable pursuant to this Section 7.2 shall be reduced by all cash amounts (whether direct or indirect salary, further, however, that compensation or otherwise) earned by Executive from other employment or business activities prior to the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules end of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsSeverance Period.

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Company Employee for payment of the premiums required to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the 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 the Executive Employee elects to continue and remains remain eligible for these benefits under COBRACOBRA 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 does not become eligible for health coverage through another employer during this period(iii) immediate and full accelerated vesting of all stock awards (options, stock units and other equity arrangements) that are subject to time-based vesting, and providedrelease 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, further, however, that where the Executive’s continued participation is permissible under the terms and provisions applicable level of such plans and programs, and performance has not otherwise been determined by the Company’s payment Board of COBRA premiums does not violate Directors on or prior to the nondiscrimination rules date of the Patient Protection and Affordable Care Act of 2010. Subject Qualifying Termination, vesting acceleration shall occur with respect to the separation agreement, number of shares subject to the equity award as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on if the first payroll date next following or coincident with applicable performance criteria had been attained at 100% of the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmenttargeted level. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding 1. and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsany agreements or grant notices thereunder.

Severance Package. If The Severance Package will consist of the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receivefollowing: (a) (i) a severance payment “Severance Payment” equivalent to one and a half (1.5) times the sum of the three (3) years of Executive’s Base Salary then in effect on the date of termination plus three (3) times Executive’s maximum bonus potential for the year in which Executive was terminated, less (x) any bonus amounts already received by Executive which applied to Executive’s performance in the year of termination and (y) applicable taxes and withholdings, all payable in a lump sum on the 55th day following such termination; and provided, however, that to the extent that doing so would not result in adverse tax consequences under Code Section 409A, such amounts shall instead be payable, if sooner, on the day on which Executive satisfies the release requirement set forth in subsection (b)(ii), below; (ii) payments by accelerated vesting of any and all of Executive’s stock options, restricted stock units and any other outstanding equity awards that remain unvested as of the date of termination; and (iii) continuation of Executive’s group health insurance benefits on the same terms as during his employment until the sooner of three (3) years following the Separation Date or Executive’s procurement of health care coverage through another employer (the “Benefits Continuation Period”), provided Company’s insurance carrier allows for such benefits continuation. In the event Company’s insurance carrier does not allow for such coverage continuation, Company of agrees to pay the premiums required to continue the Executive’s group health care coverage for one (1) yearduring the Benefits Continuation Period, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during . To the extent that any of the benefits provided under this period, and provided, further, however, that the Executive’s continued participation is permissible section 7.2(a)(iii) would result in unintended tax consequences under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of Internal Revenue Code Section 105(h) or its analog in the Patient Protection and Affordable Care Act of 2010. Subject , Company shall in lieu of providing such benefits, provide Executive with a lump sum payment equal to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing 24 months of COBRA continuation coverage on the first payroll date next following or coincident with the 60th 55th day following the Executive’s termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.

Severance Package. If i.) Assuming that Employee executes this Separation Agreement and does not revoke it within the Executivetime specified in Section 11, then, subject to Employee’s employment is terminated by compliance with the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2terms and conditions set forth herein, the Executive Employee shall be entitled to receivethe following payments and benefits: (a) (i) a severance payment equivalent Employer shall pay Employee, less applicable withholding and deductions, an amount equal to one and a half (1.5) times the sum of (x) $913,000 in accordance with the Base Salary then Employment Agreement, dated May 15, 2002 (the “Employment Agreement”), between the Employee and Employer, plus (y) an additional severance amount of $100,000. Such amount shall be paid in effect installments as follows: (A) $300,000 paid on the later of June 3, 2009 and the first business day following the date Employee executes this Separation Agreement (subject to last sentence of terminationSection 11); (B) $64,125 paid on the last Employer payroll date in each month commencing June 2009, and ending in January 2010; and and (iiC) payments by $200,000 paid on the Company last Employer payroll date in February 2010. Employee shall have no duty or other legal obligation to find alternative employment in order to mitigate the payment of the premiums required such amount. (b) Subject to continue the ExecutiveEmployee’s group health care or his dependents’ timely election of continuation coverage for one (1) year, under the applicable provisions of pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) under Employer’s group health and dental plans and applicable law and regulations, for a period ending on the earlier of 24 months following the Termination Date or Employee’s becoming eligible for comparable medical and dental benefits from a subsequent employer, Employee shall be eligible to participate in the health plan maintained by Employer at Employee’s cost and Employer shall pay to Employee on the first Employer payroll date in each month following the Termination Date an amount equal to 100% of the monthly premium for COBRA coverage for the applicable month (with the first such payment being made on the first Employer payroll date following the Effective Date (as defined in Section 11), provided that which payment shall include any such payments otherwise due prior thereto). The foregoing payments shall each be a bonus to Employee subject to tax and other required withholdings and each such payment shall include a gross-up payment in an amount equal to all such applicable taxes at Employee’s maximum marginal rates. (c) Employee shall be paid all reasonable out-of-pocket expenses incurred through the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, and provided, further, however, that the ExecutiveTermination Date in connection with Employer’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable business in accordance with its termsEmployer’s reimbursement policy. ii.) On the Termination Date, commencing Employee became fully vested and able to exercise immediately any outstanding stock options of the Employer held by Employee and such stock options shall continue to be exercisable by Employee for their entire term, without regard to any provision contained in the applicable stock option agreement that restricts or terminates Employee’s exercise rights on the first payroll date next following or coincident with the 60th day following the account of his termination of employment, employment (i) including the severance payments will be paid provision that accelerates the expiration of term of such options). Employee’s exercisable stock options as of the Termination Date and the exercise prices and expiration dates thereof are set forth in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsAppendix A attached hereto.

Severance Package. If the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) (i) a severance payment equivalent to one and a half (1.5) times the sum Non-Renewal of the Base Salary then in effect on the date of termination; and (ii) payments by the Company of the premiums required to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010Term. Subject to the separation agreementconditions set forth in 3.09(f), as described in subsection 8.2.2 below, becoming effective the event that the Company timely provides the Executive with Notice of Non-Renewal and irrevocable such notice results in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employmentExecutive’s employment at the end of the Term (including any extension of the original Term) in a manner that constitutes a “separation from service” other than a termination by the Company for Cause and other than as a result of Executive’s death or disability (as determined under Section 3.08), then as and for a Severance Package (“Non-Renewal Severance Package”): (i) Executive shall receive the severance payments will product of the Regular Severance Pay multiplied by a fraction, (a) the numerator of which shall be the number equal to (I) fifty-two (52) minus the number of full weeks (rounded down for any partial weeks) from the date Executive received the Notice of Non-Renewal until the last day of the Term (such number of weeks until the last day of the Term, the “Weeks of Notice”), and (b) the denominator of which shall be fifty-two (52). The foregoing payment is referred to herein as “Non-Renewal Severance Pay”. (Accordingly, Notice of Non-Renewal received by Executive forty-two (42) full weeks prior to the last day of the Term and Regular Severance Pay totaling $280,000 would result in Non-Renewal Severance Pay in the amount of $53,846 (10/52 x $280,000 = $53,846)). Such amount shall be paid in substantially equal installments ratably in accordance with the Company’s standard payroll practices over a period normal salary payment schedule for senior management, during the “Severance Period”, which shall be the number of twelve weeks equal to fifty-two (1252) consecutive months, and minus the number of Weeks of Notice. (ii) COBRA payments will be paid in installments in accordance with During the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmentSeverance Period, the Company shall also pay the premium for continued medical and any other applicable health insurance coverage under COBRA for Executive shall receive (and if applicable, his family) subject to Executive’s timely election of such COBRA payments relating coverage, the continued eligibility for participation by Executive and his family, and subject to such 60 day period (or longerCOBRA’s terms, as the case may be) that elapsed since the termination of employmentconditions and restrictions; and (iii) As to the unvested compensatory equity awards (including any stock options and restricted stock awards) then held by Executive, if any, that would vest in the ordinary course within the ninety (90) day period immediately after the Term expires, a portion of (the “Vested Portion”) such awards shall be vested effective as of immediately prior to the termination of Executive’s employment. For these purposes, the “Vested Portion” shall be the number of unvested shares on the date Executive’s employment terminates that would vest in the ordinary course within the ninety (90) day period immediately after the Term expires, multiplied by a fraction, (a) the numerator of which shall be the number of full weeks (rounded up for any partial weeks) of active service Executive provided to the Company between the most recent prior vesting date of the applicable equity award and the employment termination date, and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services denominator of which shall be paid by fifty-two (52). This vesting schedule shall supersede any contrary vesting schedule or vesting provision set forth in the Company directly documents granting the foregoing equity interests or the applicable plan documents as amended from time to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expensestime. All outstanding other unvested equity awards shall immediately be treated forfeited (subject, however, to any contrary determination of the Board in accordance with the documentation governing such awardsits sole discretion).

Severance Package. If In the event Executive’s 's employment under this Agreement is terminated by the Company pursuant other than for Cause (and a termination due to subsection 8.2 the Executive's death or if the Executive resigns pursuant to subsection 8.3.2, the Executive permanent disability shall be entitled to receive:treated for purposes of this Agreement as a termination by the Company other than for Cause) or is terminated by Executive for Good Reason, then, as and for a severance package ("Severance Package"): (a) Executive shall, subject only to the delays permitted by Section 3.01 for arbitration, receive (iA) an amount, which shall be payable in one lump sum as soon as practicable, but in any event within 30 days of the date of Executive's termination, equal to the sum of (1) the product of (a) the greatest amount of Incentive Compensation paid to Executive with respect to any of the three full calendar years ending immediately prior to the calendar year in which the termination of employment occurs (the "Annual Bonus") multiplied by (b) a severance payment equivalent to one fraction, the numerator of which is the number of completed days in the calendar year of such termination of employment through the date of such termination and a half the denominator of which is 365 and (1.52) the product of 2 times the sum of (a) the annual Base Salary then in effect on effect, plus (b) the date of terminationAnnual Bonus; and (iiB) payments by Company paid medical insurance benefits available to other senior executives of the Company of during the premiums required current or future 12-month period subsequent to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employment, (i) the severance payments will all costs of which shall be paid by the Company (and thereafter all COBRA rights available to Executive shall be paid by Executive); provided that the Company shall deposit the amount described in substantially equal installments clause (A) above in escrow within 10 days of the Company's or Executive's filing a demand for arbitration in accordance with Section 3.01(c) or 3.01(d), as applicable; provided that in such event, the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will amount held in escrow shall be paid in installments in accordance with to the Company’s standard payroll practices over a period appropriate party by the escrow agent within 5 days of twelve (12) consecutive months provided the date of determination that at the first payment date next following Executive's termination is other than for Cause or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longerfor Good Reason, as the case may be) that elapsed since the termination of employmentapplicable; and (b) outplacement services The Option granted pursuant to Section 2.04(b) and any future options granted to Executive pursuant to Section 2.04(c) shall, notwithstanding any provision to the contrary contained in this Agreement, Exhibit A or any future option agreement(s) covering the Option and such future option grants, immediately vest in full and immediately become exercisable. The Option granted pursuant to Section 2.04(b) and any future options granted to Executive pursuant to Section 2.04(c) shall remain exercisable until the sooner of: (i) the third anniversary of Executive's Termination Date, or (ii) the expiration of the tenth anniversary of the Option's grant and following Executive's exercise of any such option, Executive shall receive title to the shares issued upon exercise in respect thereof free and clear of any lien, claim or encumbrance by, through or under the Company. In addition, any Deferred Units credited to Executive under the Company's 1999 Annual Incentive Plan for Certain Executives shall immediately vest in full. If a corporate transaction which would constitute a Change of Control event under the LTIP is agreed to during the pendency of an arbitration hereunder, the Company will include appropriate provisions which will enable Executive to participate in such Change of Control event as if the arbitration were resolved favorably to Executive, but subject to such a favorable resolution. The parties agree that the foregoing shall be Executive's sole and exclusive monetary remedy under this Agreement by qualified consultants selected reason of termination by Executive for Good Reason or by the Company other than for Cause, it being agreed that as his actual damages under this Agreement would be difficult to measure or quantify and would be impracticable to determine, such amount shall constitute liquidated damages under this Agreement for Executive by reason of such termination by Executive for Good Reason, or by reason of any termination by the Company other than for Cause hereunder. Such payments shall not be reduced or limited by amounts Executive might earn or be able to earn from other employment or ventures. The parties agree that the Company shall have no recourse whatsoever to any monetary remedy by reason of Executive's termination of employment, other than for reimbursement of actual out-of-pocket damages actually suffered and incurred by the Company as a direct result of Executive's termination by the Company for Cause hereunder (excluding the costs of identifying and/or hiring any replacement for Executive, or any attorney's fees or costs of investigation, which shall be borne solely by the Company), at all of which are hereby waived; provided, however, that the Company’s expense, in an amount foregoing limitation shall not apply to exceed $10,000. The expenses for outplacement services shall be paid any claims the Company may have against Executive relating to tortious conduct by Executive which causes damage to the Company or to any claims Executive may have against the Company relating to tortious conduct by the Company directly which causes damage to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsExecutive.

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason,” then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by the Company of the premiums required to continue the Executivepaying Employee’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) premiums directly to the COBRA administrator for six (6) months following the date of Employee’s termination, provided that the Executive Employee elects to continue and remains remain eligible for these benefits under COBRA; and (iii) immediate and accelerated vesting of all stock options and other equity arrangements subject to vesting, and does not become eligible 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 health coverage through another employer during this periodGood Reason, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreementextent permissible by law. For purposes of clarification, as described if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in subsection 8.2.2 belowfavor of Entropic on shares of restricted stock is performance- or milestone-based, becoming effective and irrevocable such performance measure or milestone shall be deemed satisfied pursuant to clause (iii) above if absent such acceleration provision, in accordance with its terms, commencing on the first payroll date next 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 coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmentvoluntary resignation for Good Reason. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000any agreements or grant notices thereunder. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.“

Severance Package. If the Executive’s Employee's employment is involuntarily terminated by in connection with a Change in Control (as the Company pursuant term is defined below) between May 1, 2001 through twelve (12) months after the Change in Control, other than for Cause (as the term is defined below), Vista agrees to subsection 8.2 or if provide Employee with the Executive resigns pursuant to subsection 8.3.2, following "Severance Package," provided Employee complies with the Executive shall be entitled to receive: conditions set forth in section 1.2 below: (a) (i) a severance payment equivalent equal to one twelve (12) months of Employee's then current base salary payable in installments in accordance with Vista's normal payroll schedule; (b) continued health benefits (including medical, dental, vision and a half section 125 plan coverage) for twelve (1.512) times the sum of the Base Salary then in effect months on the date of termination; same terms as when Employee was working, provided Vista's insurance carrier and (ii) payments by benefit plans allow for such benefits continuation. In the Company of event Vista's insurance carrier or benefit plans do not allow such coverage continuation, Vista agrees to pay the premiums required to continue the Executive’s Employee's group health care coverage for one (1) yearthe 12-month period, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“"COBRA”"), provided that the Executive Employee elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for obtain health coverage through another employer during this period; (c) continued payment of the premiums for Employee's life insurance policy on the same terms as during Employee's employment for the 12-month period; (d) a prorated portion of Employee's bonus under Vista's incentive compensation plan (the "Plan") based on the achievement of Employee's incentive target measured as of the date of termination, and provided, further, however, that the Executive’s continued participation is permissible provided Employee remains eligible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection Plan; and Affordable Care Act (e) accelerated vesting of 2010. Subject all options granted to Employee under Vista's stock option plans that, as of the date of termination without Cause remain unexercised and unvested, to the separation agreementextent permissible by law. 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 Vista's stock option plans or Employee's stock option agreements granted pursuant to those plans. Employee shall not be entitled to the Severance Package if Employee's employment is voluntarily terminated by Employee, as described in subsection 8.2.2 belowfor any reason, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following terminated by Vista for Cause or coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of terminated more than twelve (12) consecutive months, and (ii) COBRA payments will be paid months after a Change in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000Control. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.For

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason,” then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by the Company of the premiums required to continue the Executivepaying Employee’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) premiums directly to the COBRA administrator for six (6) months following the date of Employee’s termination, provided that the Executive Employee elects to continue and remains remain eligible for these benefits under COBRA; and (iii) immediate and accelerated vesting of all stock options and other equity arrangements subject to vesting, and does not become eligible 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 health coverage through another employer during this periodGood Reason, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreementextent permissible by law. For purposes of clarification, as described if a stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in subsection 8.2.2 belowfavor of Entropic on shares of restricted stock is performance- or milestone-based, becoming effective and irrevocable such performance measure or milestone shall be deemed satisfied pursuant to clause (iii) above if absent such acceleration provision, in accordance with its terms, commencing on the first payroll date next 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 coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmentvoluntary resignation for Good Reason. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000any agreements or grant notices thereunder. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.“

Severance Package. If the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) (i) a severance payment equivalent to one two and a half (1.52.5) times the sum of the Base Salary then in effect on the date of termination; and (ii) payments by the Company of the premiums required to continue the Executive’s group health care coverage for one eighteen (118) yearmonths, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve eighteen (1218) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve eighteen (1218) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Company Employee for payment of the premiums required to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the 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 the Executive Employee elects to continue and remains remain eligible for these benefits under COBRACOBRA 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 does 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 become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and otherwise been determined by the Company’s payment Board of COBRA premiums does not violate Directors on or prior to the nondiscrimination rules date of the Patient Protection and Affordable Care Act of 2010. Subject Qualifying Termination, vesting acceleration shall occur with respect to the separation agreement, number of shares subject to the equity award as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on if the first payroll date next following or coincident with applicable performance criteria had been attained at 100% of the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmenttargeted level. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsany agreements or grant notices thereunder.

Severance Package. If The Severance Package will consist of the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receivefollowing: (a) (i) a severance payment equivalent to one and a half equal to: (1.5A) times the sum Eighteen (18) months of the Executive’s Base Salary then in effect on the date of termination; 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) payments by one (1) year of accelerated vesting in unvested stock options previously granted to Executive (which options shall have a post termination exercise period of 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 the date of Executive’s Termination Upon a Change in Control, Company of agrees to pay the premiums required to continue the Executive’s group health care coverage for one the eighteen (118) yearmonth period following Executive’s termination, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive timely elects to continue and remains eligible for these benefits under COBRACOBRA and the terms of the Company’s group health plan, and does not become eligible for obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of 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 providedany amounts otherwise payable pursuant to this Section 7.4 shall be reduced by all cash amounts (whether direct or indirect salary, further, however, that compensation or otherwise) earned by Executive from other employment or business activities prior to the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsCIC Severance Period.

Severance Package. If The Severance Package shall consist of the Executive’s employment is terminated by the Company pursuant to subsection 8.2 or if the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receivefollowing: (a) (i) a severance payment equivalent equal to one and a half (1.5) times the sum year of the Executive’s Base Salary then in effect on the date of termination; , payable equally over a fifty-two (52) week period (the “Severance Period”). These payments will be made on the Company’s ordinary payroll dates beginning with the Company’s first regularly scheduled payday following the date on which the Release becomes effective and non-revocable in accordance with its terms and continuing on each successive regular paydays during the remainder of the Severance Benefit Period applicable to the Participant. Notwithstanding the foregoing, to the extent that this cash severance payment constitutes Section 409A Deferred Compensation, then the installments shall be subject to Section 15.4. (ii) payments by if Executive was covered under the Company’s group health plan as of the date of Executive’s Termination Without Cause, Company of agrees to pay the premiums required to continue the Executive’s group health care coverage for one the twelve (112) yearmonth period immediately following Executive’s termination of employment, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive timely elects to continue and remains eligible for these group health benefits under COBRACOBRA and the terms of the Company’s group health plan, and does not become eligible for obtain health coverage through another employer during this period. Thereafter, and providedExecutive will be solely responsible for payment of his COBRA premiums. Notwithstanding the foregoing, furtherif Company determines, howeverin its sole discretion, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of the COBRA premiums does not violate would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act of 2010. Subject to the separation agreementAct, as described amended by the 2010 Health Care and Education Reconciliation Act), then in subsection 8.2.2 belowlieu of providing the COBRA premiums, becoming effective and irrevocable Company, in accordance with its termssole discretion, commencing may elect to instead pay Executive on the first payroll date next following or coincident with day of each month of the 60th day following COBRA Payment Period, a fully taxable cash payment equal to the termination of employmentCOBRA premiums for that month, subject to applicable tax withholdings (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmentsuch amount, the “Special Severance Payment”), for the remainder of the COBRA Payment Period. Executive shall receive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardspremiums.

Severance Package. If In the event Executive’s 's employment under this Agreement is terminated by the Company pursuant other than for Cause (and a termination due to subsection 8.2 the Executive's death or if the Executive resigns pursuant to subsection 8.3.2, the Executive permanent disability shall be entitled to receive:treated for purposes of this Agreement as a termination by the Company other than for Cause) or is terminated by Executive for Good Reason, then, as and for a severance package ("Severance Package"), (a) (i) a severance payment equivalent Executive shall, subject only to the delays permitted by Section 3.01 for arbitration, receive (A) an amount, which shall be payable in one and a half lump sum as soon as practicable, but in any event within 30 days of the date of determination that Executive's termination is (1.5x) other than for Cause, or (y) for Good Reason as applicable, equal to 2 times the sum of (1) the annual Base Salary then in effect on effect, plus (2) the date average of terminationthe Incentive Compensation paid to Executive with respect to the 2 full calendar years ending immediately prior to the calendar year in which the termination of employment occurs; and (iiB) payments by Company paid medical insurance benefits available to other senior executives of the Company of during the premiums required 12-month period subsequent to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), provided that the Executive elects to continue and remains eligible for these benefits under COBRA, and does not become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreement, as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on the first payroll date next following or coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period all costs of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employment, the Executive shall receive COBRA payments relating to such 60 day period (or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services which shall be paid by the Company directly (and thereafter all COBRA rights available to Executive shall be paid by Executive); and (ii) All Pre-Existing Awards and Existing Awards shall, notwithstanding any provision to the entity providing such services contrary contained in any Plan Agreement(s) covering the same (the relevant provisions of this Agreement constituting an amendment to the relevant Plan Agreement(s) to the extent necessary to effectuate the same), immediately vest in full (with all Performance Periods terminating on the effective date of Executive's termination of employment and all relevant Performance Measures being computed through such date), with preservation of all of Executive's rights relating to all such awards and under the relevant agreements granting or otherwise governing same for the full terms thereof, and, following timely exercise of any such awards, Executive promptly following shall receive title to the shares issued upon exercise or otherwise in respect thereof free and clear of any lien, claim or encumbrance by, through or under the Company’s receipt . If a corporate transaction which would constitute a Change of appropriate invoices documenting such expenses. All outstanding equity awards Control event The parties agree that the foregoing shall be treated in accordance with Executive's sole and exclusive monetary remedy under this Agreement by reason of termination by Executive for Good Reason or by the documentation governing Company other than for Cause, it being agreed that as his actual damages under this Agreement would be difficult to measure or quantify and would be impracticable to determine, such awardsamount shall constitute liquidated damages under this Agreement for Executive by reason of such termination by Executive for Good Reason, or by reason of any termination by the Company other than for Cause hereunder. Such payments shall not be reduced or limited by amounts Executive might earn or be able to earn from other employment or ventures. The parties agree that the Company shall have no recourse whatsoever to any monetary remedy by reason of Executive's termination of employment, other than for reimbursement of actual out-of-pocket damages actually suffered and incurred by the Company as a direct result of Executive's termination for Cause hereunder (excluding the costs of identifying and/or hiring any replacement for Executive, or any attorney's fees or costs of investigation, which shall be borne solely by the Company), all of which are hereby waived; provided, however, that the foregoing limitation shall not apply to any claims the Company may have against Executive relating to tortious conduct by Executive which causes damage to the Company.

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason,” then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by the Company of the premiums required to continue the Executivepaying Employee’s group health care coverage for one (1) year, under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”)) premiums directly to the COBRA administrator for six (6) months following the date of Employee’s termination, provided that the Executive Employee elects to continue and remains remain eligible for these benefits under COBRA; and (iii) immediate and accelerated vesting of all stock options and other equity arrangements subject to vesting, and does not become eligible 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 health coverage through another employer during this periodGood Reason, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and the Company’s payment of COBRA premiums does not violate the nondiscrimination rules of the Patient Protection and Affordable Care Act of 2010. Subject to the separation agreementextent permissible by law. For purposes of clarification, as described if a stock option or other 1. equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in subsection 8.2.2 belowfavor of Entropic on shares of restricted stock is performance- or milestone-based, becoming effective and irrevocable such performance measure or milestone shall be deemed satisfied pursuant to clause (iii) above if absent such acceleration provision, in accordance with its terms, commencing on the first payroll date next 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 coincident with the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmentvoluntary resignation for Good Reason. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000any agreements or grant notices thereunder. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awards.“

Severance Package. If the Executivewithin one (1) year after a Change of Control (as that term is defined below) Employee’s employment is terminated by without “Cause,” or Employee resigns for “Good Reason” (each a “Qualifying Termination”), then Entropic will provide Employee with the Company pursuant to subsection 8.2 or if following “Severance Package,” provided Employee complies with the Executive resigns pursuant to subsection 8.3.2, the Executive shall be entitled to receive: (a) conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equivalent equal to one and twelve (12) months of Employee’s Base Salary (as defined below), payable in a half single lump sum within ten (1.510) times days following the sum effective date of the Base Salary then in effect on the date release of terminationclaims required by Section 1.2 below, subject to applicable tax withholdings; and (ii) payments Entropic will continue to provide Employee with health, dental and vision benefits by reimbursing the Company Employee for payment of the premiums required to continue the Executive’s group health care coverage for one (1) year, under the applicable provisions of the 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 the Executive Employee elects to continue and remains remain eligible for these benefits under COBRACOBRA 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 subject to vesting, and does release of any repurchase options in favor of Entropic on shares of 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 become eligible for health coverage through another employer during this period, and provided, further, however, that the Executive’s continued participation is permissible under the terms and provisions of such plans and programs, and otherwise been determined by the Company’s payment Board of COBRA premiums does not violate Directors on or prior to the nondiscrimination rules date of the Patient Protection and Affordable Care Act of 2010. Subject Qualifying Termination, vesting acceleration shall occur with respect to the separation agreement, number of shares subject to the equity award as described in subsection 8.2.2 below, becoming effective and irrevocable in accordance with its terms, commencing on if the first payroll date next following or coincident with applicable performance criteria had been attained at 100% of the 60th day following the termination of employment, (i) the severance payments will be paid in substantially equal installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months, and (ii) COBRA payments will be paid in installments in accordance with the Company’s standard payroll practices over a period of twelve (12) consecutive months provided that at the first payment date next following or coincident with the 60th day following the termination of employmenttargeted level. Moreover, the Executive shall receive COBRA payments relating acceleration of vesting provision set forth in this section 1.1 is notwithstanding and in addition to such 60 day period (any existing vesting provisions set forth in Entropic’s equity incentive plans or longer, as the case may be) that elapsed since the termination of employment; and (b) outplacement services by qualified consultants selected by the Company, at the Company’s expense, in an amount not to exceed $10,000. The expenses for outplacement services shall be paid by the Company directly to the entity providing such services to the Executive promptly following the Company’s receipt of appropriate invoices documenting such expenses. All outstanding equity awards shall be treated in accordance with the documentation governing such awardsany agreements or grant notices thereunder.