Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) On February 4, 2013, Vinay Gokhale resigned as Senior Vice President, Corporate Development and Strategy of Entropic Communications, Inc. (the "Company"). Mr. Gokhale will continue to perform transition related duties until February 8, 2013.

(e) On February 4, 2013, in connection with his resignation as Senior Vice President, Corporate Development and Strategy, the Company entered into a Confidential Transition and Separation Agreement and General Release of All Claims (the "Separation Agreement") with Mr. Gokhale. Pursuant to the terms of the Separation Agreement, Mr. Gokhale will receive a lump sum separation payment equal to six months of his base salary, which will be paid on or before March 31, 2013. In addition, Mr. Gokhale will remain eligible for an annual performance bonus for fiscal 2012 despite his resignation prior to its planned payout. Payment of the aforementioned benefits is contingent on the expiration of the revocation period under applicable law for the general release of claims in favor of the Company contained in the Separation Agreement. Pursuant to the terms of the Separation Agreement, Mr. Gokhale has also agreed to, among other things, remain available to the Company for occasional assistance and consultation through March 31, 2013.

2.

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