ENTROPIC COMMUNICATIONS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE 2007 EQUITY INCENTIVE PLAN AND EXECUTIVE MANAGEMENT BONUS PLAN

Additional Terms/Acknowledgements: The undersigned Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice including the Vesting Criteria, the Restricted Stock Unit Agreement, the Bonus Plan and the Equity Plan set forth the entire understanding between Participant and the Company regarding the Award and supersedes all prior oral and written agreements on that subject.

Subject to the Participant’s Continuous Service through, as applicable, the First Interim Measurement Date, the Second Interim Measurement Date and the Final Measurement Date (each as defined below), the Restricted Stock Units granted hereunder shall vest on the applicable Performance Vesting Date in an amount equal to the product of (1) the Number of RSUs subject to Target Award and (2) the applicable Total Shareholder Return Multiplier, as determined below.

The Total Shareholder Return Multiplier shall be based on the Company’s Total Shareholder Return performance relative to other companies in the Peer Group (the “Relative Total Shareholder Return Percentile Rank”) as follows:

The Total Shareholder Return Multiplier shall be a linear interpolation for any achievement of the Relative Total Shareholder Return Percentile Rank which falls between the 30^th Percentile and the 89.9^th Percentile; provided that there shall be no linear interpolation for a Relative Total Shareholder Return Percentile Rank that is less than the 30^th Percentile or greater than the 90^th Percentile. The maximum possible payout is 300% of the Target RSUs. Notwithstanding anything herein to the contrary, the Total Shareholder Return Multiplier will in no event exceed 100% if the Company’s Total Shareholder Return for the Performance Period is negative.

The Committee shall determine (A) the Company’s Total Shareholder Return for each applicable Performance Period and (B) the Total Shareholder Return for same Performance Period of each company that was in the Peer Group (as defined below). The Company’s Relative Total Shareholder Return Percentile Rank will be determined by ranking the companies in the Peer Group from highest to lowest according to their respective Total Shareholder Return, then calculating the Total Shareholder Return percentile ranking of the Company relative to other companies in the Peer Group.

For purposes of this Agreement, the following terms shall be defined as follows:

Subject to the Committee’s certification of the Company’s achievement of the Threshold Performance Goal for the First Interim Measurement Period, the Participant will vest on the applicable Performance Vesting Date in a number of RSUs equal to 50% of one-third (1/3) of the Number of RSUs subject to the Target Award, multiplied by the Total Shareholder Return Multiplier applicable to the First Interim Measurement Period (the “First Interim Vesting RSUs”). Subject to the Company’s achievement of the Threshold Performance Goal for the Second Interim Measurement Period, the Participant will vest on the applicable Performance Vesting Date in a number of RSUs (the “Second Interim Vesting RSUs”) equal to (i) the product of 50% of two-thirds (2/3) of the Number of RSUs subject to the Target Award, multiplied by the Total Shareholder Return Multiplier applicable to the Second Interim Measurement Period, minus (ii) the number of First Interim Vesting RSUs. Subject to the Company’s achievement of the Threshold Performance Goal for the Final Measurement Period, the Participant will vest on the applicable Performance Vesting Date in a number of RSUs equal to (i) the product of the Number of RSUs subject to the Target Award, multiplied by the applicable Total Shareholder Return Multiplier applicable to the Final Interim Measurement Period, minus (ii) the sum of First Interim Vesting RSUs plus the Second Interim Vesting RSUs. For purposes of illustration only, assume that (i) Participant is granted a Target Award of 30,000 RSUs, (ii) the Relative Total Shareholder Return Percentile Rank for the First Interim Measurement Period is at the 50^th Percentile, (iii) the Relative Total Shareholder Return Percentile Rank for the Second Interim Measurement Period is at the 75^th Percentile, and (iv) the Relative Total Shareholder Return Percentile Rank for the Final Measurement Period is at the 50^th Percentile. Subject to Participant’s Continuous Service through each applicable Measurement Date, the participant would vest in 5,000 RSUs (30,000 x 1/3 x 50% x 100%) with respect to the First Interim Measurement Period, 15,000 RSUs ((30,000 x 2/3 x 50% x 150%) – 5,000) with respect to the Second Interim Measurement Period and 10,000 RSUs ((30,000 x 100%) – (5,000 + 15,000)) with respect to the Final Measurement Period.

Notwithstanding the foregoing, in the event of a Change in Control of the Company prior to a Measurement Date, the Committee shall certify the Relative Total Shareholder Return Percentile Rank and determine the number of RSUs conditionally earned as of the Change in Control; provided that the RSUs will vest, subject to Participant’s Continuous Service with the Company, on each remaining original Measurement Date. In addition, and notwithstanding the foregoing and notwithstanding any other provision in an employment or other agreement between the Participant and the Company, in the event the Participant’s Continuous Service is terminated due to a Qualified Termination, the RSUs that are conditionally earned upon the Change in Control shall accelerate in full.