Centillium Communications Inc

Centillium Communications — Transwitch — Merger or Acquisition (September 2008)

8 slides from Centillium Communications's merger presentation, Sep 9, 2008

1. Slide 1: Sample Treatment of Centillium Stock Options and Restricted Stock Units

   Centillium Communications, Inc. Sample Treatment of Centillium Communications, Inc. (CTLM) Stock Options and Restricted Stock Units pursuant to the Merger Agreement with TranSwitch Corporation (TXCC)

2. Slide 2: Information Regarding Replacement TranSwitch Stock Options

   INFORMATION REGARDING REPLACEMENT TRANSWITCH STOCK OPTIONS Assumptions: ● 41,723,329 shares of CTLM common stock outstanding as of August 10, 2008 ● An option to purchase 1,000 shares of CTLM common stock Per share exercise price under Number of TXCC shares and Number of TXCC shares and Number of TX

3. Slide 3: Information Regarding Replacement TranSwitch Restricted Stock Units (RSUs)

   INFORMATION REGARDING REPLACEMENT TRANSWITCH RESTRICTED STOCK UNITS (RSUs) Assumption: ● 41,723,329 shares of CTLM common stock outstanding as of August 10, 2008 Number of CTLM shares Number of TXCC shares Number of TXCC shares Number of TXCC shares subject to CTLM RSU subject to replacement TXCC su

4. Slide 4: Information Regarding Payment for In-the-Money Options

   INFORMATION REGARDING PAYMENT FOR IN-THE-MONEY OPTIONS Assumptions: ● 41,723,329 shares of CTLM common stock outstanding as of August 10, 2008 ● An option to purchase 1,000 shares of CTLM common stock Per share exercise price of Number of TXCC shares and Number of TXCC shares and Number of TXCC shar

5. Slide 5: Sample Calculation Regarding Replacement TranSwitch Stock Options

   SAMPLE CALCULATION REGARDING REPLACEMENT TRANSWITCH STOCK OPTIONS Assumptions & Calculation Example: ● 41,723,329 shares of CTLM common stock outstanding as of August 10, 2008 ● 25,000,000 shares of TranSwitch Common Stock Consideration per the Merger Agreement ● 15,000,000 Cash per the Merger Agree

6. Slide 6: Sample Calculation Regarding Replacement TranSwitch Restricted Stock Units (RSUs)

   SAMPLE CALCULATION REGARDING REPLACEMENT TRANSWITCH RESTRICTED STOCK UNITS (RSUs) Assumption: ● 41,723,329 shares of CTLM common stock outstanding as of August 10, 2008 ● TXCC RSU exchange calculation is the same as options and there is no exercise price for the TXCC RSUs ● Below table shows the exc

7. Slide 7: Sample Calculation Regarding Payment for In-the-Money Options

   SAMPLE CALCULATION REGARDING PAYMENT FOR IN-THE-MONEY OPTIONS Assumptions: ● 41,723,329 shares of CTLM common stock outstanding as of August 10, 2008 ● An option to purchase in the money options of 1,000 shares of CTLM common stock ● Assume TranSwitch closing average is $0.70 ● Assume Centillium exe

8. Slide 8: Sample Calculation Regarding Payment for In-the-Money Options

   SAMPLE CALCULATION REGARDING PAYMENT FOR IN-THE-MONEY OPTIONS Per share exercise price of CTLM stock option Number of TXCC shares and amount of cash to be received, prior to applicable tax withholdings, assuming $0.70 per share TXCC closing average* $0.70 (($0.78-$0.70)/$0.78)*0.599)*1000 = approxim

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