Common use of 280G Clause in Contracts

280G. Notwithstanding anything set forth herein to the contrary, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein to the contrarysection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Entropic approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein in this Agreement to the contrary, if any payment or benefit distribution to the Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and, and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause either be (aA) delivered in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (bB) delivered as to such lesser extent as would result in no portion of such Payment being subject to the Excise Tax, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Executive on an after-tax basis, basis of the greater amount of the Payment largest payment, notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion taxable under Section 4999 of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentCode. If The Company shall appoint a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s nationally recognized independent registered public accounting firm immediately prior or other professional firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the event giving rise determinations by such professional firm required to be made hereunder. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive. If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Payment Excise Tax, then this paragraph shall apply, and the enforcement of this paragraph shall be the exclusive remedy to the Company. If, notwithstanding any reduction described in the immediately preceding paragraph hereof (or if in the absence of any such firm cannot make such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within one-hundred twenty (120) days after a final IRS determination, an independent accounting firm selected by amount of such payments or benefits equal to the Company (and reasonably acceptable “Repayment Amount.” The Repayment Amount with respect to Executive))such Payments shall be the smallest such amount, which accounting firm if any, as shall provide its determinations and any supporting calculations and documentation be required to be surrendered or paid to the Company and Executive promptly so that Executive’s net proceeds with respect to such Payments (after taking into account the change in ownership or effective control payment of the Company or ownership of a substantial portion of Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the Company’s assets (within the meaning of Code Section 280G). In making its determinationforegoing, the accounting firm Repayment Amount with respect to such Payments shall take into account be zero (if applicable0) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm Repayment Amount of more than zero (0) would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is required by not eliminated pursuant to this paragraph, Executive shall pay the accounting firm to perform its calculations, such valuation firm shall be borne by the CompanyExcise Tax.

280G. Notwithstanding anything set forth herein to the contrarysection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Entropic approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting of the most recently earliest granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (Ccancelled last) employee benefits shall be reduced last and unless Employee elects in reverse chronological writing a different order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companyfor cancellation.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.16, all determinations required to be made under this Section 24 11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the meaning Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Notwithstanding anything set forth herein to the contrarysection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) reduction of cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last). The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Company.payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (“Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence9.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of such earlier time as is requested by Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm Accounting Firm’s decision as to perform its calculations, such valuation firm which Parachute Payments are to be reduced shall be borne by made (a) only from Parachute Payments that the Company.Accounting Firm determines reasonably may be characterized as

280G. Notwithstanding anything set forth herein to the contrary, if in the event that an independent, nationally recognized, accounting firm, which shall be designated by the Company (the “Accounting Firm”) shall determine that any payment or benefit Executive would receive from the Company pursuant distribution of any type to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive))any of its affiliates, which accounting firm shall provide its determinations and by any supporting calculations and documentation to the Company and Executive promptly after the change in person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280GG of the Code and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Accounting Firm shall determine whether such payments or distributions or benefits shall be reduced to such lesser amount as would result in no portion of such payments or distributions or benefits being subject to the Excise Tax. Such reduction shall occur if and only to the extent that it would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes, employment, social security and Medicare taxes, the imposition of the Excise Tax and all other taxes, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made) than if Executive received all of the Total Payments. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments. If the Total Payments are to be reduced, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a “parachute payment” (as defined under Section 280G of the Code and the regulations thereunder); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) reduction of any continued employee benefits; and (4) cancellation or reduction of any accelerated vesting of equity awards. In making selecting the equity awards (if any) for which vesting will be cancelled or reduced under clause (4) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided to Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A, awards instead shall be selected in the reverse order of the date of grant. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite Section 280G of the Code computations and analysis, and the Accounting Firm shall provide a written report of its determinationdeterminations, hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 10(a) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm. To the extent requested by Executive, the accounting firm Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account (if applicable) the value of Executive’s non-competition of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant set forth in Section 9 of this Agreement. The costs and expenses not to compete) before, on or after the date of the accounting firm and, if a valuation firm is required by transaction which causes the accounting firm application of Section 280G of the Code such that payments in respect of such services may be considered to perform its calculations, be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such valuation firm shall be borne by the Companyfinal regulations in accordance with Q&A-5(a) of such final regulations.

280G. Notwithstanding anything set forth herein to the contrary, if If any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise any other agreement (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be adjusted so that it would equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the total Payment, whichever amount of (x) or (b) whichever amounty), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (Aa) reduction of cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reducedpayments; (Bb) cancellation of accelerated vesting of equity awards other than stock options; (c) cancellation of accelerated vesting of stock options; and (d) reduction of employee benefits. Within any such category of payments and benefits (that is, (a), (b), (c) or (d)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of vesting of stock options, restricted stock units or other equity incentive awards compensation (each an “Equity Award”) is to be reduced, such acceleration of vesting shall be cancelled/reduced next and , subject to the immediately preceding sentence, in the reverse order of the date of grant for such equity awards of the Executive’s Equity Awards (i.e., the vesting of the most recently earliest granted stock awards will be reduced firstEquity Award cancelled last), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein to the contrarysection 1 .I above, if it is determined that the amounts payable to Employee under this Agreement, when considered together . with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change in Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the the—meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Company approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that: triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant of Employee’s stock options (i.e. earliest granted stock option cancelled last) unless Employee elects in writing a different order for such equity awards (i.e., the vesting cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (j5) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the Payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a . portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as—shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any other provision of this Section 1.3, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein to the contrary, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: the (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein to the contrary, if If any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code andCode, and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be adjusted so that it would equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the total Payment, whichever amount of (x) or (b) whichever amounty), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) reduction of cash payments shall be reduced first payments; if applicable, cancellation of accelerated vesting of stock options, restricted stock units or other equity incentive awards; and in reverse chronological order such that the cash payment owed on the latest date following the occurrence if applicable, reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of stock options, restricted stock units or other equity incentive awards compensation (each an “Equity Award”) is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of your Equity Awards (i.e., the vesting of the most recently earliest granted stock awards will be reduced firstEquity Award cancelled last), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After- Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to: (bi) whichever amount, after taking into account all pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made; and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.16, all determinations required to be made under this Section 24 11.16, including the Net After-Tax Amount, the Reduction Amount, and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations shall be made by an independent public (a) only from Parachute Payments that the Company’s independent registered public accounting firm immediately prior Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the event giving rise extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the Payment (or if extent such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of reduction would cause a substantial portion of the Company’s assets (within the meaning violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company.. Any determination by the Accounting Firm shall be binding upon the Company and Executive. [This space left blank intentionally; signature page follows]

280G. Notwithstanding anything set forth herein to the contrarySection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Entropic approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein a. To the extent that any payment, benefit or distribution of any type to or for the benefit of the Employee by the Company or any of its affiliates, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the contrary, if any payment or benefit Executive would receive from the Company pursuant to terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of equity or equity-based awards) (collectively, the “PaymentTotal Payments”) would constitute a “parachute payment” within be subject to the meaning of excise tax imposed under Section 280G 4999 of the Internal Revenue Code andof 1986, as amended (the “Code”), then the Total Payments shall be reduced (but for this Section 24, not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code (Code, but only if the “Excise Tax”), then such Payment shall equal Total Payments so reduced result in Employee receiving a net after tax amount that exceeds the Revised Amount which may under clause (a) in net after tax amount Employee would receive if the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) whichever amount, after taking into account all applicable federal, state Total Payments were not reduced and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be were instead subject to the Excise Tax and where: (a) is the largest portion excise tax imposed on excess parachute payments by Section 4999 of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. Code. b. If a reduction in payments or benefits constituting “parachute payments” the Total Payments is necessary so that required by the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another orderforegoing provisions of this Section, the reduction shall occur in the following order: (Ai) reduction of cash payments shall be reduced first and in reverse chronological order such that for which the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reducedfull amount is treated as a parachute payment; (Bii) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (iii) cancellation of any accelerated vesting of equity awards; and (iv) reduction of any continued employee benefits. In selecting the equity awards (if any), for which vesting will be reduced under clause (iii) of the preceding sentence, awards shall be cancelled/reduced next selected in a manner that maximizes the after-tax aggregate amount of the Total Payments, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A of the Code, awards instead shall be selected in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companygrant.

280G. Notwithstanding anything set forth herein to the contrarySection 3 above, if it is determined that the amounts payable to you under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to you as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless you elect in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Company approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of your stock options (i.e., the vesting earliest granted stock option cancelled last) unless you elect in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and Entropic within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or if Entropic) or such firm cannot make such determination, an independent other time as requested by you or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish you and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon you and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 4, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that your net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any other provision of this Section 4, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the Excise Tax, then Entropic shall pay to you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pay the Excise Tax so that your net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein to the contrarySection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change in Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Company approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change in Control shall perform the foregoing calculations. If the accounting firm-so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section j.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “ Repayment A mount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as . shall be borne by required to be paid to Entropic so that Employee’s net after- tax proceeds with respect to any payment of benefits-(after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any other provision of this Section I.3 , if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein to the contrary, if If any payment or benefit the Executive would receive from the Company pursuant to this Agreement or otherwise any other agreement (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code andCode, and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be adjusted so that it would equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the total Payment, whichever amount of (x) or (b) whichever amounty), after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (Aa) reduction of cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reducedpayments; (Bb) cancellation of accelerated vesting of equity awards other than stock options; (c) cancellation of accelerated vesting of stock options; and (d) reduction of employee benefits. Within any such category of payments and benefits (that is, (a), (b), (c) or (d)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are. In the event that acceleration of vesting of stock options, restricted stock units or other equity incentive awards compensation (each an “Equity Award”) is to be reduced, such acceleration of vesting shall be cancelled/reduced next and , subject to the immediately preceding sentence, in the reverse order of the date of grant for such equity awards of the Executive’s Equity Awards (i.e., the vesting of the most recently earliest granted stock awards will be reduced firstEquity Award cancelled last), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein to the contrarySection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) reduction of cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last). The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the payment of benefits is maximized.