Common use of Severance Package Clause in Contracts

Severance Package. 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 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) month period following Executive’s termination, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of 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 any statute or regulation of similar effect (including but not limited to the 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 COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

Severance Package. The 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,” then Entropic will provide Employee with the following “Severance Package will consist of Package,” provided Employee complies with the following: conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to: to six (A) eighteen (186) months of ExecutiveEmployee’s Base Salary then (as defined below), payable in effect on accordance 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 paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for six (6) months following 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 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) month period following ExecutiveEmployee’s termination, under the applicable provisions of COBRA, provided that Executive timely Employee elects to continue and remains remain eligible for these benefits under COBRA COBRA; and the terms (iii) immediate and accelerated vesting of the Company’s group health planall stock options and other equity arrangements subject to vesting, and does not obtain health coverage through another employer during this periodrelease 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. Thereafter, Executive will be solely responsible for payment For purposes of his COBRA premiums. Notwithstanding the foregoingclarification, if Company determinesa stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in favor of Entropic on shares of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to 1. clause (iii) above if absent such acceleration provision, in its sole discretionorder 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, that the payment acceleration of the COBRA premiums would result vesting provision set forth in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any statute agreements or regulation of similar effect (including but not limited to the 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 COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Periodgrant notices thereunder. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.“

Severance Package. In exchange for the mutual covenants set forth in this letter, on the eighth day after your execution of this Agreement, provided that you have not exercised your right of rescission under the Older Worker Benefits Protection Act ("OWBPA"), as set forth in Section 6 below, Akamai agrees to accelerate the vesting of 393,750 shares of restricted stock that was issued to you under the Company's Second Amended and Restated 1998 Stock Incentive Plan (the "Plan") and the Restricted Stock Agreement ("RSA") between you and the Company. The Company will exercise its Purchase Option (as defined in the RSA) with respect to all shares of restricted stock that are not vested as of the Separation Date and are not accelerated pursuant to this Agreement, i.e., 236,250 shares. This Section 2 shall constitute written notice of the Company's exercise of its Purchase Option. You agree that within ten days of your execution of this Agreement, you will tender to the Company the certificate or certificates representing the shares as to which the Company is exercising its Purchase Option. As soon as practicable after receipt and cancellation of the repurchased shares, the Company will pay you the original purchase price for those shares, or $9,581.62. Except as set forth in this Section 2, all of the terms, rights, obligations and conditions of the Plan that you were eligible for or participated in during your employment with Akamai, and any documents executed by you pursuant to the Plan are hereby incorporated by reference and shall survive the signing of this Agreement. You acknowledge and agree that from and after the Separation Date, you shall not have any rights to vest in any stock options or restricted stock under any Akamai stock or stock option plan (of whatever name or kind) that you participated in or were eligible to participate in during your employment. You acknowledge and agree that the Severance Package will consist provided in this Agreement is not otherwise due or owing to you under any Akamai policy or practice, and that the Severance Package to be provided to you is not intended to, and shall not constitute, a severance plan, and shall confer no benefit -------- 1/ For the purposes of this Agreement, the following: parties agree that the term "Akamai" is intended to include Akamai Technologies, Inc. and any other divisions, affiliates and subsidiaries, and its and their respective officers, directors, agents and assigns. on anyone other than the parties hereto. You further acknowledge that except for (i) a severance payment equal to: (A) eighteen (18) months of Executive’s Base Salary then the specific consideration set forth 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))this Agreement, plus (B) a 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 wages owed for work performed up to the Separation Date, and (iii) accrued vacation pay in full accordance with Akamai's vacation policy, you are not and shall not in the future be entitled to any other compensation including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, or any other form of all unvested time-based stock optionscompensation or benefit. Notwithstanding anything to the contrary in this Agreement, restricted stock, restricted stock units or other stock-based compensation award previously granted to Executive as upon timely completion of the date of forms required by COBRA, you may continue, at your sole expense, your medical and dental insurance coverage after 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 Separation Date 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 permitted by COBRA. The COBRA "qualifying event" shall be determined based on deemed to be 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) month period following Executive’s termination, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of 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 any statute or regulation of similar effect (including but not limited to the 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 COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsSeparation Date.

Severance Package. The 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,” then Entropic will provide Employee with the following “Severance Package will consist of Package,” provided Employee complies with the following: conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to: to six (A) eighteen (186) months of ExecutiveEmployee’s Base Salary then (as defined below), payable in effect on accordance 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 paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for six (6) months following 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 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) month period following ExecutiveEmployee’s termination, under the applicable provisions of COBRA, provided that Executive timely Employee elects to continue and remains remain eligible for these benefits under COBRA COBRA; and the terms (iii) immediate and accelerated vesting of the Company’s group health planall stock options and other equity arrangements subject to vesting, and does not obtain health coverage through another employer during this periodrelease 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. Thereafter, Executive will be solely responsible for payment For purposes of his COBRA premiums. Notwithstanding the foregoingclarification, if Company determinesa stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in favor of Entropic on shares of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to clause (iii) above if absent such acceleration provision, in its sole discretionorder 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 1. Cause or voluntary resignation for Good Reason. Moreover, that the payment acceleration of the COBRA premiums would result vesting provision set forth in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any statute agreements or regulation of similar effect (including but not limited to the 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 COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Periodgrant notices thereunder. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.“

Severance Package. The Severance Package will consist of In consideration for the followingpromises made by Executive in this Agreement, the Company shall: (ia) a severance payment equal to: Provide Executive twelve (A) eighteen (1812) months of Executivecontinuing salary, in the gross amount of Three Hundred Seventy-One Thousand Three Hundred and Fifteen Dollars ($371,315.00), paid in the normal course of the Company’s Base Salary then in effect on payroll, subject to all applicable employment taxes and withholdings, commencing with the date first payroll after the Effective Date of termination of employment this Agreement (Base Salary shall be determined without regard to any reduction thereof which would constitute “Good Reason” as defined in Section 7.4(b)24 of this Agreement), plus (B) a payment equal retroactive to the greater of (April 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 , 2015, and continuing to the preceding two annual periodsMarch 31, with the payments contemplated in (A) and (B) payable equally over an eighteen (18) month period 2016 (the “CIC Severance Period”). These payments will be made on ; (b) Provide Executive with the same cash award (and no unit award) she would have received under the Company’s ordinary payroll dates beginning AIP Incentive Plan (referred to herein, with all underlying plans and documents, as the Company’s first regularly scheduled payday occurring 60 days following “AIP Plan”) for calendar year 2015 had she remained employed by the Executive’s employment termination date Company through December 31, 2015, on the same basis as existing Incentive Level 1 employees for the same period pursuant to the terms and will be conditions of the AIP Plan, subject to standard payroll deductions required taxes and withholdings; (ii) accelerated vesting withholding, to be paid on the normal payment date in full of all unvested 2016 for existing Incentive Level 1 employees at that 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 Executive will receive such acceleration cash award at the “target” level regardless whether the Company otherwise performs at or beyond such level in 2015; (c) Reimburse Executive for twelve (12) months of vesting and/or exercisability shall not apply to any stock-based compensation award where COBRA insurance coverage during the Severance Period provided that Executive is eligible for and timely elects 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 COBRA continuation coverage 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)Company’s existing health insurance plan; and (iiid) if Provide Executive was covered under the Company’s group health plan as of the date of Executive’s Termination Upon a Change in Controlwith free and clean title to her Company automobile (2012 Jeep Wrangler); provided, Company agrees to pay the premiums required to continue Executive’s group health care coverage for the twelve (12) month period following Executive’s terminationhowever, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of his COBRA premiums. Notwithstanding insuring said vehicle as her coverage under 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 any statute or regulation of similar effect (including but not limited to the 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 ’s automobile insurance program will terminate on the first day of each month of Separation Date. The payments, benefits, and automobile specified above are hereinafter collectively referred to as the COBRA Payment Period the Special “Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsPackage”.

Severance Package. The Severance Package will consist In consideration of the following:mutual covenants set forth in this Agreement and provided that you have accepted this Agreement and complied with its terms and conditions, including, but not limited to, the completion of the Transition Duties and your execution and non-revocation of a post-employment release of claims on the Separation Date (the “Supplemental Release,” attached as Exhibit A to this Agreement), the Company agrees to provide you with the following (together, the “Severance Package”): (i) The Company will pay you the Severance Pay. The Severance Pay will be paid as a severance one-time, lump sum payment equal to: (A) eighteen (18) months of Executive’s Base Salary then in effect on the first practicable payroll date of termination of employment following the Supplemental Release Effective Date (Base Salary shall be determined without regard to any reduction thereof which would constitute “Good Reason” as defined in Section 7.4(bExhibit A)), plus . (Bii) a payment The Company will accelerate the vesting of those restricted stock units (“RSUs”) and those shares subject to the nonqualified stock option (“NQSO”) granted to you during your employment that would have vested during the nine (9) month period following the Separation Date (equal to a total of 34,364 RSUs (the greater “Accelerated RSUs”) and a total of 6,161 shares subject to the NQSO (the “Accelerated NQSO Shares”)) had your employment continued during that time, as set forth on Exhibit B hereto (the “Acceleration of Vesting”). The Acceleration of Vesting will occur on the Supplemental Release Effective Date. (iii) The Company will issue to you one (1) one times the annual Target Bonus as in effect or (2) the average share of Class A common stock of the Target Bonus amounts earned by Executive Company for each Accelerated RSU, within thirty (30) days following the Supplemental Release Effective Date, in accordance with the terms of the applicable Company plan and the applicable RSU agreement. All remaining unvested RSUs shall be forfeited as of the Separation Date without any consideration. The NQSO with respect to the preceding two annual periods, Accelerated NQSO Shares shall be exercisable only in accordance with the payments contemplated terms and conditions of the applicable Company plan and the applicable stock option grant agreement, including those provisions regarding the time in which you must exercise vested options, except that, notwithstanding anything to the contrary in such plan or agreement, the Accelerated NQSO Shares subject to the NQSO shall be deemed outstanding following the Separation Date for purposes of the accelerated vesting provisions of this Section 4. For the avoidance of doubt, the vested portion of the NQSO, including the Accelerated NQSO Shares subject to the NQSO, shall remain outstanding until the expiration of the 90-day period following the Separation Date, in accordance with the applicable stock option grant agreement, and shall automatically terminate on the last day of such 90-day period. (Aiv) The Company will provide you with the Severance Benefits. If you do not accept and (B) payable equally over an eighteen (18) month period (allow this Agreement to become effective, then subject to your completion of the “CIC Severance Period”). These payments appropriate forms, and subject to all the requirements of COBRA, you will be made on entitled to continue your participation, if any, in the Company’s ordinary payroll dates beginning medical and dental insurance plans, to the same extent that such insurance is provided to persons then employed by the Company and made available to you prior to the date hereof, in accordance with applicable law, at your own cost. In all cases, the Company’s first regularly scheduled payday occurring 60 days following “qualifying event” under COBRA shall be deemed to have occurred on the Executive’s employment termination date and will be Separation Date. (v) The Severance Package is subject to standard payroll tax withholdings and any other authorized 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)(iiapplicable); 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) month period following Executive’s termination, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of 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 any statute or regulation of similar effect (including but not limited to the 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 COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.

Severance Package. The 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,” then Entropic will provide Employee with the following “Severance Package will consist of Package,” provided Employee complies with the following: conditions set forth in section 1.2 below: (i) Employee will receive a severance payment equal to: to six (A) eighteen (186) months of ExecutiveEmployee’s Base Salary then (as defined below), payable in effect on accordance 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 paying Employee’s Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) premiums directly to the COBRA administrator for six (6) months following 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 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) month period following ExecutiveEmployee’s termination, under the applicable provisions of COBRA, provided that Executive timely Employee elects to continue and remains remain eligible for these benefits under COBRA COBRA; and the terms (iii) immediate and accelerated vesting of the Company’s group health planall stock options and other equity arrangements subject to vesting, and does not obtain health coverage through another employer during this periodrelease 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. Thereafter, Executive will be solely responsible for payment For purposes of his COBRA premiums. Notwithstanding the foregoingclarification, if Company determinesa stock option or other equity arrangement is subject to performance- or milestone-based vesting or if the release of any repurchase option in favor of Entropic on shares of restricted stock is performance- or milestone-based, such performance measure or milestone shall be deemed satisfied pursuant to clause (iii) above if absent such acceleration provision, in its sole discretionorder for such vesting or release to occur such performance measure or 1. 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, that the payment acceleration of the COBRA premiums would result vesting provision set forth in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code this section 1.1 is notwithstanding and in addition to any existing vesting provisions set forth in Entropic’s equity incentive plans or any statute agreements or regulation of similar effect (including but not limited to the 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 COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Periodgrant notices thereunder. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiums.“

Severance Package. The In the event Executive’s employment under this Agreement is terminated by the Company other than for Cause (and a termination due to the Executive’s death or permanent disability shall be treated for purposes of this Agreement as a termination by the Company other than for Cause) or is terminated by Executive for any reason or no reason, then, as and for a severance package (“Severance Package will consist Package”): (a) Executive shall be paid all accrued but unpaid Base Salary, earned but unpaid Incentive Compensation in respect of the following:Company’s fiscal year prior to the fiscal year in which termination occurs, and other benefits through the date of the Executive’s termination of employment, which shall be payable in one lump sum as soon as practicable after Executive’s termination of employment. (For purposes of this Agreement, Incentive Compensation shall be considered to be earned if the cycle for which the Incentive Compensation is to be measured has been completed, notwithstanding the fact that the amount may not have been calculated at the time the Executive’s employment as Executive Chairman is terminated and notwithstanding any requirement that the Executive be employed at the payment date of such Incentive Compensation); (ib) a severance payment equal to: (A) eighteen (18) months of Executive shall be paid in one lump sum as soon as practicable upon Executive’s termination of employment all unpaid Base Salary then and all unpaid Incentive Compensation and other benefits pro rated through the date of termination of employment. For the purposes of this Section 3.02(b), unpaid Incentive Compensation for each year shall be deemed equal to the Target Bonus or, if applicable, Target Bonuses for such year pro rated for the fractional year to the date of termination of employment. Notwithstanding the foregoing, if after Executive resigns as CEO under Section 1.01(a), the Executive’s employment under this Agreement is terminated by the Company for any reason (other than for Cause) or the Executive terminates his employment under this Agreement for Good Reason, the prorated part of the Executive’s Target Bonus as well as the pro rated portion of his Base Salary, for his employment as COB only shall be based on a fractional year of not less than 90 days; (c) Immediately upon the date of the Executive’s termination of employment, Executive shall receive the Options and the Restricted Stock and, if applicable, equity equivalents under Section 2.04(c)(viii), set forth in effect on Section 2.04(b) and Section 2.04(c), and, if applicable, Section 2.04(c)(viii) (to the extent that such Options and Restricted Stock and, if applicable, equity equivalents under Section 2.04(c)(viii) were not previously granted to the Executive) which would have been granted to Executive through the date of termination of employment. (d) Any outstanding Options, Restricted Stock or other equity equivalents granted or required to be granted or paid to Executive by the Company from and after the date of this Agreement through the date of termination of employment (Base Salary including without limitation under Section 2.04(c)(viii) and Section 3.02(c) above), shall, notwithstanding any provision to the contrary contained in this Agreement, any option agreement(s), restricted stock agreement(s) or any other agreement, immediately vest ratably through the date of termination of employment and such options to the extent so vested shall immediately become exercisable; provided however that (i) if Executive terminates his employment for Good Reason or is terminated by the Company other than for Cause prior to December 31, 2003 or if Executive terminates for any reason or no reason or is terminated by the Company other than for Cause after December 31, 2003, all such grants or awards under Section 2.04(b) and 2.04(c) to be determined without regard made to any reduction thereof which would constitute “Good Reason” Executive in respect of his services as defined CEO in 2003 (including but not limited to the award contemplated in Section 7.4(b2.04(c)(ii)), plus (B) a payment equal to the greater of (1) one times the annual Target Bonus as shall immediately vest 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 withholdingsfull; (ii) accelerated vesting if Executive terminates his employment for Good Reason or is terminated by the Company other than for Cause between December 31, 2003 and the earlier of the commencement of employment of the New CEO or June 30, 2004 or if Executive terminates for any reason or no reason or is terminated by the Company other than for Cause subsequent to the earlier of employment of the new CEO or June 30, 2004 and prior to December 31, 2004, all such grants and awards under Section 2.04(b) and 2.04(c) made to Executive in full respect of his services during 2004 as CEO and/or as Executive Chairman (adjusted as therein provided) shall immediately vest in full; or (iii) if Executive terminates his employment for Good Reason or is terminated by the Company other than for Cause subsequent to the earlier of employment of the new CEO or June 30, 2004 or if, subsequent to the earlier of employment of the new CEO or June 30, 2004, the Company’s Corporate Governance Committee and/or the Company objects to the notice referred to in Section 1.02(b) for any reason or objects or is deemed to object to the Executive’s engaging in any business endeavor for which notice has been given under Section 1.02(b) and Executive, as a consequence, terminates his employment as Executive Chairman, or if Executive terminates for any other reason or for no reason subsequent to the date which is 90 days after the earlier of employment of the new CEO or June 30, 2004 all unvested time-based stock optionsgrants or awards under Section 2.04(b) and 2.04(c) theretofore made to Executive in respect of his services as CEO and/or as Executive Chairman (adjusted as therein provided) shall immediately vest in full. (iv) Any such Options, restricted stockor equivalents, restricted stock units or other stock-based compensation award previously granted to Executive as by the Company, shall remain exercisable until the sooner of (i) the third anniversary of the date of the Executive’s termination of employment as Executive Chairman, or (ii) the expiration of such Option, 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. Additionally, any Deferred Units or other equity equivalents (other than the Restricted Stock or Options referenced above) shall be fully vested and become 100% non-forfeitable as of the date of such termination and any such Restricted Stock shall to the extent so vested become 100% non-forfeitable as of the date of such termination; If a corporate transaction which would constitute a Change of Control event under the LTICP 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 each such option, share the above Severance Package (and the 2002 Severance Payment) shall be Executive’s sole and exclusive monetary remedy under this Agreement by reason of restricted stock, restricted stock unit and other stock-based compensation award held termination by Executive for any reason or no 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 any reason or no reason, or by reason of any termination by the Company other than for Cause hereunder. Any 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 immediately exercisable and/or fully vested as borne solely by the Company), all of such datewhich are hereby waived; provided, however, that such acceleration of vesting and/or exercisability the foregoing limitation shall not apply to any stock-based compensation award where such acceleration would result in plan disqualification or would otherwise be contrary claims the Company may have against Executive relating to applicable law (e.g., an employee stock purchase plan intended to qualify under Section 423 of the Code) and tortious conduct by Executive which causes damage to the extent that Company or to any claims Executive may have against 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 relating to pay the premiums required to continue Executive’s group health care coverage for the twelve (12) month period following Executive’s termination, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of the Company’s group health plan, and does not obtain health coverage through another employer during this period. Thereafter, Executive will be solely responsible for payment of 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 any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended tortious conduct by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect Company which causes damage to instead pay Executive on the first day of each month of the COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsExecutive.

Severance Package. The Severance Package Unless your employment with the Company terminates prior to October 31, 2010 by reason of any of the events listed in Section 2 above, your full-time employment will consist be deemed to have been terminated by the Company without Cause effective as of the close of business on October 31, 2010, and you will therefore be entitled to receive the severance compensation described in Section 8(b) of the Employment Agreement, subject to the conditions described therein and in this Section 4 and payable in accordance with the terms of the Employment Agreement and the applicable award agreements. This Transition Agreement shall constitute the “Notice of Termination” required by Section 7(e) of the Employment Agreement and no further notice of termination without Cause shall be required. For avoidance of doubt, you and the Company agree that such severance compensation under Section 8(b) of the Employment Agreement includes the following: (ia) a cash severance payment equal to: amount (Athe “Cash Severance Benefit”) 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 the greater sum of (1i) $400,000 (one times the your annual Target Bonus as in effect or (2) the average rate 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 base salary as of the date of this Transition Agreement) and (ii) one times 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 average of the Codeactual annual bonuses you earned for the 2008, 2009 and 2010 fiscal years, with such amounts to be paid as follows: on May 2, 2011 (or upon your death, if earlier), you will receive in a lump sum the semi-monthly installments for the period from November 1, 2010 through April 30, 2011 that will have been delayed pursuant to Section 13(b) of your Employment Agreement, and to the extent that the vesting of any restricted stockbalance will be paid in twelve successive equal semi-monthly installments, restricted stock units and/or other stock-based compensation award is based on the achievement of performance metricsbeginning May 15, the vesting of such awards shall be determined based on the terms of such awards and not this Section 7.4(a)(ii)2011; and (iiib) accelerated vesting on May 2 , 2011 (or upon your death, if Executive was covered under the Company’s group health plan as earlier) of the date final installment of Executive’s Termination Upon a Change in Controlyour September 1, Company agrees to pay 2007 option grant and restricted stock unit award (the premiums required to continue Executive’s group “Equity Severance Benefit”). Although Section 8(b) of the Employment Agreement also provides for reimbursement for COBRA continuation costs, you hereby acknowledge that you will not be eligible for such reimbursement as part of your severance package because you do not carry health care coverage for the twelve (12) month period following Executive’s termination, under the applicable provisions of COBRA, provided that Executive timely elects to continue and remains eligible for these benefits under COBRA and the terms of through the Company’s group health plan. All payments made pursuant to the above-described severance package will be subject to the Company’s collection of all applicable withholding taxes, and does not obtain health coverage through another employer during this periodyou will only receive the net amount remaining after such taxes have been withheld. ThereafterAs a condition to your right to receive both the Cash Severance and Equity Severance Benefits above described, Executive will be solely responsible for payment of 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 any statute or regulation of similar effect (including but not limited you must execute and deliver to the 2010 Patient Protection Company a general release in the form of attached Exhibit A to this Transition Agreement, with such release as so amended to be dated April 22, 2011, and Affordable Care Act, as amended such release must become enforceable and effective by you not revoking it within the 2010 Health Care and Education Reconciliation Act), then seven-day period in lieu of providing the COBRA premiums, Company, in its sole discretion, may elect which you have to instead pay Executive on the first day of each month of the COBRA Payment Period the Special Severance Payment for the remainder of the COBRA Payment Period. Executive may, but is not obligated to, use such Special Severance Payment toward the cost of COBRA premiumsrevoke it after signing.