Unassociated Document


    


    


     


    


    


    EXHIBIT
10.1

    


    


    


    TRANSWITCH
CORPORATION

    Non-Employee
Director

    Restricted
Stock Unit Award Agreement

    


    [____________]
(the “Grantee”) was awarded [____________]
of Restricted Stock
Units

    


    
      	
              Grant
      Date: [INSERT DATE]

            	
              Restriction
      Lapse Dates:  See Section 4 below

            
	 
      	 
      


    

    Restricted
Stock Unit Award Agreement (the “Award Agreement”) pursuant to
the TranSwitch Corporation (the “Company”) 2008 Equity Incentive Plan as it may
be amended from time to time (the “Plan”).

     

    W I T N E S S E T
H:

     

    WHEREAS,
the Company and the Grantee desire to enter into an agreement whereby the
Company will grant the Grantee Restricted Stock Units (“RSUs”) in respect of the
Company’s Common Stock, $.001 par value per share (the “Common Stock”).

     

    NOW
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and the Grantee agree as
follows:

    1.           Grant of
RSUs.  Pursuant to the terms and conditions of this Award
Agreement and the Plan (which is incorporated herein by reference), the Company
hereby grants to the Grantee the number of RSUs as provided
above.  The shares of Common Stock covered by these RSU’s are
sometimes hereinafter referred to as the “RSU Shares.” The number and class of
securities and vesting schedule of the RSUs are subject to adjustment as set
forth herein and in the Plan.  In the event of a conflict between the
terms and conditions of the Plan and this Award Agreement, the terms and
conditions of the Plan shall prevail.  Capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the
Plan.

     

    2.           Restricted
Stock Units.  Each RSU entitles the Grantee to receive from the
Company (i) one share of Common Stock at the Vesting Date (as defined below) and
(ii) the right to receive notional dividend equivalents, if any, each in
accordance with the terms of this Award Agreement and the Plan.  As
soon as practical after the Vesting Date, the Company shall in its sole
discretion either (i) deliver a certificate or certificates representing the RSU
Shares or (ii) issue the RSU Shares in book entry form, registered in the name
of the Grantee.

    


    3.           Dividend
Equivalents.  Until the Vesting Date, whenever dividends are
paid or distributed with respect to the Common Stock, the Grantee shall be
entitled to receive notional dividend equivalents (the “Dividend Equivalents”) in an
amount equal in value to the amount of the dividend or property distributed on a
single share of Common Stock. multiplied by the number of RSUs credited to the
Grantee’s account as of the record date for such dividend or distribution.  Payment of
the notional dividend equivalents paid on RSUs will be withheld by the Company
and shall be delivered to the Grantee as of the Vesting Date, if and only to the
extent that the RSUs have vested as of said date, as set forth in paragraph
4.  

    


    4.           Vesting.  The
RSUs granted under this Award Agreement shall vest as follows: [______] (the
“Vesting Period”),
subject to the Grantee remaining as a member of the Board of Directors of the
Company through the applicable date.

    


    5.           Nontransferability.  The
RSUs granted pursuant to this Award Agreement may not be transferred without the
consent of the Company, other than by will or the laws of descent and
distribution.

    


    6.           No Rights
Other Than Those Expressly Created.  Neither this
Award Agreement, the RSUs, nor any action taken hereunder shall be construed as
(i) giving the Grantee any right to be retained as a Director of, or continue to
be affiliated with, the Company, (ii) giving the Grantee any equity or interest
of any kind in any assets of the Company, or (iii) creating a trust of any kind
or a fiduciary relationship of any kind between the Grantee and the
Company.  As to any claim for any unpaid amounts or distributions
under this Award Agreement, any person having a claim for payments shall be an
unsecured creditor. The Grantee shall not have any of the rights of a
stockholder with respect to any RSU Shares or any Dividend Equivalents until
such time as the underlying RSU has been vested and the RSU Shares have been
issued.

    


    7.           Compliance
with Laws.

    


    (a)           Withholding of Taxes.
Pursuant to applicable federal, state, local or foreign laws, the Company may be
required to collect or withhold income or other taxes from Grantee upon the
Vesting Date or at some other time. The Company may require, upon the Vesting
Date, or demand, at such other time as it may consider appropriate, that the
Grantee pay the Company the amount of any taxes which the Company may determine
is required to be collected or withheld, and the Grantee shall comply with the
requirement or demand of the Company.

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (b)           Securities Law
Compliance. Upon vesting (or partial vesting) of the RSUs granted
hereunder, the Grantee shall make such representations and furnish such
information as may, in the opinion of counsel for the Company, be appropriate to
permit the Company to issue or transfer the RSU Shares in compliance with the
provisions of applicable federal or state securities laws. The Company, in its
discretion, may postpone the issuance and delivery of RSU Shares until
completion of such registration or other qualification of such shares under any
federal or state laws, or stock exchange listing, as the Company may consider
appropriate. In addition, the Company may require that prior to the issuance or
transfer of RSU Shares, the Grantee enter into a written agreement to comply
with any restrictions on subsequent disposition that the Company deems necessary
or advisable under any applicable federal and state securities laws.
Certificates of Stock issued hereunder may be legended to reflect such
restrictions.

     

    (c)           General. No RSU
Shares shall be issued or Dividend Equivalents distributed upon vesting of an
RSU granted hereunder unless and until the Company is satisfied, in its sole
discretion, that there has been compliance with all legal requirements
applicable to the issuance of such RSU Shares and/or distribution of such
Dividend Equivalents.

    


    8.           Miscellaneous.

     

     (a)           409A
Compliance.  The Company may, in its sole and absolute
discretion, delay payments hereunder or make such other modifications with
respect to the issuance of stock hereunder as it reasonably deems necessary to
comply with Section 409A of the Code and interpretative guidance
thereunder.

     

    (b)           Discretion of the
Committee. Unless otherwise explicitly provided herein, the Board of
Directors of the Company, or an authorized committee thereof, shall make all
determinations required to be made hereunder, including determinations required
to be made by the Company, and shall interpret all provisions of this Award
Agreement and the underlying RSUs, as it deems necessary or desirable, in its
sole and unfettered discretion. Such determinations and interpretations shall be
binding and conclusive to the Company and the Grantee.

     

     (c)           Amendment. This Award
Agreement may only be modified or amended by a writing signed by both
parties.

    


    (d)           Notices. Any notices
required to be given under this Award Agreement shall be sufficient if in
writing and if sent by certified mail, return receipt requested, and addressed
as follows:

     

    if to the
Company:

    


    TransSwitch
Corporation

    Three
Enterprise Drive

    Shelton,
CT 06484

    Attention:
Vice President, Human Resources

     

    if to the
Grantee:

    


    [           ]

     

    or to
such other address as either party may designate under the provisions
hereof.

     

    (e)           Entire
Agreement.  This Award Agreement shall supersede in its
entirety all prior undertakings and agreements of the Company and Grantee,
whether oral or written, with respect to the RSUs granted hereunder
including, without limitation, any prior written employment, change of control
agreement or other similar written agreement, if any, that may provide, in
certain circumstances, for acceleration of restricted stock units granted to the
Grantee.

    


    (f)           Successors and
Assigns. The rights and obligations of the Company under this Award
Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the Company.  

     

    (g)           Applicable Law;
Severability. All rights and obligations under this Award Agreement shall
be governed by the laws of the State of Delaware.  In the event that
any court of competent jurisdiction shall determine that any provision, or any
portion thereof, contained in this Award Agreement shall be unenforceable in any
respect, then such provision shall be deemed limited to the extent that such
court deems it enforceable, and as so limited shall remain in full force and
effect.  In the event that such court shall deem any such provision,
or portion thereof, wholly unenforceable, the remaining provisions of this Award
Agreement shall nevertheless remain in full force and effect. 

     

    (h)           Paragraph Headings; Rules of
Construction. The paragraph headings used in this Award Agreement are for
convenience or reference, and are not to be construed as part of this Award
Agreement.   The parties hereto acknowledge and agree that the
rule of construction to the effect that any ambiguities are resolved against the
drafting party shall not be employed in the interpretation of this Award
Agreement.

    


    (i)           Electronic
Copies.  The Company may choose to deliver certain materials
relating to the Plan in electronic form.  By accepting this Award
Agreement, the Grantee consents and agrees that the Company may deliver the Plan
prospectus and the Company’s annual report to Grantee in an electronic
format.  If at any time Grantee would prefer to receive paper copies
of these documents, the Company will provide such copies upon
request.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (j)           Fractional
Shares.  No Fractional Shares of Common Stock shall be issued
hereunder.  Any fractional shares shall be rounded to next whole
number using normal convention.

    


    (k)           No Waiver of Rights, Powers
and Remedies.  No failure or delay by a party hereto in
exercising any right, power or remedy under this Award Agreement, and no course
of dealing between the parties hereto, shall operate as a waiver of any such
right, power or remedy of the party, unless explicitly provided for
herein.  No single or partial exercise of any right, power or remedy
under this Award Agreement by a party hereto, nor any abandonment or
discontinuance of steps to enforce any such right, power or remedy, shall
preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder.

    


    (l)           
Counterparts.  This Award
Agreement may be executed in multiple counterparts, including by electronic or
facsimile signature, each of which shall be deemed in original but all of which
together shall constitute one and the same instrument.

    


    


    


    


    


    


    
      
        	[GRANTEE]   	 	 	
                TranSwitch
      Corporation

                 

              	 
	 	 	By:	 	 
	
                 

              	 	 	
                Name:
      

              	 
	
                 

              	 	 	
                Title: