(d) On June 15, 2009, the board of directors of Entropic Communications, Inc., a Delaware corporation (the "Company"), unanimously elected Keith Bechard as a Class III director whose term will expire at the Company's 2010 Annual Meeting of Stockholders. Mr. Bechard will serve as a non-employee director of the Company until his successor is duly elected and qualified or until the earlier of his death, resignation or removal. Under the terms of Mr. Bechard's offer letter with the Company, a copy of which is attached hereto as Exhibit 99.1 and incorporated herein by reference, Mr. Bechard will receive the same compensation for his service on the Company's board that the Company provides to its other non-employee directors, namely, an annual cash retainer of $10,000, prorated for partial years of service, and $2,500 for attending each board meeting in person and $1,000 for attending each board meeting that lasts for more than one hour by telephone. As a non-employee director, under the terms of the Company's stockholder-approved 2007 non-employee directors' stock option plan, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference, Mr. Bechard will receive automatic grants of stock options, including an option to purchase 51,076 shares of the Company's common stock vesting in equal monthly installments over four years following his initial appointment to the board, and an option to purchase 12,769 shares of the Company's common stock, vesting in equal monthly installments over one year following each annual meeting of stockholders of the Company, provided that Mr. Bechard has served on our board for at least 180 days prior to such annual meeting.

The Company will also enter into an indemnification agreement with Mr. Bechard in the form attached as Exhibit 99.3 to this Form 8-K and incorporated herein by reference.

Mr. Bechard's appointment to the board was announced in a press release dated June 17, 2009, which is attached hereto as Exhibit 99.4 and incorporated by reference herein.

(d) Exhibits

Number    Description
99.1      Director Offer Letter dated June 9, 2009 by and between the Registrant
          and Keith Bechard.

99.2(1)   2007 Non-Employee Directors' Stock Option Plan and Form of Option
          Agreement, Forms of Grant Notice and Notice of Exercise thereunder.

99.3(1)   Form of Indemnity Agreement by and between the Registrant and each of
          its directors and executive officers.

99.4      Press Release of Entropic Communications, Inc. dated June 17, 2009.

(1) Incorporated herein by reference to the Registrant's Registration Statement on Form S-1 (No. 333-144899), as amended, file with the Securities and Exchange Commission.