Summary of TRANSWITCH CORP /DE

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01 - Entry into a Material Definitive Agreement

Restricted Stock Unit Grants to Non-Employee Directors

On May 21, 2009 at the meeting of the Board of Directors (the "Board") of
TranSwitch Corporation (the "Company"), the Board approved grants of restricted
stock units ("RSUs") to the non-employee directors, as indicated below:


Reporting RSU-holder Aggregate Dollar Value of the RSUs Number of RSUs Granted
Sam Srinivasan                    $40,000                      129,032
Faraj Aalaei                      $40,000                      129,032
Gerald Montry                     $40,000                      129,032
James Pagos                       $40,000                      129,032
Michael Crawford                  $40,000                      129,032
Herbert Chen                      $40,000                      129,032
Thomas H. Baer                    $40,000                      129,032

The number of RSUs granted was calculated using the closing price of the Company's common stock of $0.31 as listed on the Nasdaq Capital Market on May 21, 2009 and vest on the first anniversary of the date of grant. The grants of RSUs were made under the Company's 2008 Equity Incentive Plan, as amended, and are evidenced by a Non-Employee Director Restricted Stock Unit Award Agreement, in the form filed herewith as Exhibit 10.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.
10.1 Form of Director Restricted Stock Unit Award Agreement under the 2008 Equity Incentive Plan (filed herewith).