0001193125-09-248520 Sample Contracts

AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 7th, 2009 • Entropic Communications Inc • Semiconductors & related devices • California

THIS AMENDED AND RESTATED CHANGE OF CONTROL AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (“Entropic”), and Lance Bridges (“Employee”), subject to the approval of the Entropic Board of Directors, and as of the Effective Date amends, restates and supersedes in its entirety the Change of Control Agreement previously entered into between Entropic and Employee dated October 20, 2007 (the “Prior Agreement”).

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AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • December 7th, 2009 • Entropic Communications Inc • Semiconductors & related devices • California

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of December 7, 2009 (the “Effective Date”) between ENTROPIC COMMUNICATIONS, INC. (the “Company”), and Patrick Henry (“Executive”), subject to the approval of the Company’s Board of Directors. As of the Effective Date this Agreement amends, restates and supersedes in their entirety the employment offer letter between Executive and the Company dated August 18, 2003, as amended on October 12, 2007 and March 31, 2009 (the “Employment Agreement”) and the Amended and Restated Change of Control Agreement dated October 16, 2007 (the “Change of Control Agreement”).

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