Microtune (TUNE)

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

The Compensation Committee of the Board of Directors of Microtune, Inc. is charged with the responsibility of setting, administering and reviewing Microtune’s compensation programs and the policies governing the annual compensation of Microtune’s executive officers. Our role is to establish and recommend salaries and other compensation paid to the Chief Executive Officer and the other executive officers and to administer Microtune’s stock and benefit plans. For executive officers, we approve all stock option grants, base salaries and any cash bonus payments. Any discretionary bonus payments are approved by the full Board of Directors.

We seek to ensure that Microtune’s compensation philosophy is consistent with the best interests of our stockholders and is properly implemented. A copy of the charter of the Committee can be accessed electronically at the investor relations section of Microtune’s website at www.microtune.com. The Committee is composed of three directors, each of whom is a “non-employee director,” as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, and an “outside director,” as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, and is “independent” as defined under Rule 4200(a)(15) of the National Association of Securities Dealers listing standards. The Committee’s current members are James H. Clardy

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(Chairman), Walter S. Ciciora, and Bernard T. Marren. The Committee met formally three times during fiscal year 2005. No member of the Committee has interlocking relationships as defined by the Securities and Exchange Commission.

REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS

We, James H. Clardy and Walter S. Ciciora, are the current members of the Compensation Committee. We are non-employee directors and meet the independence standards of the Nasdaq National Market and Securities and Exchange Commission.

The Compensation Committee sets, reviews and administers Microtune’s compensation programs. Our role is to establish and recommend salaries and other compensation paid to the Chief Executive Officer and the other executive officers and to administer Microtune’s stock and benefit plans. For executive officers, we approve all stock option grants, base salaries and any cash bonus payments. In addition we review all stock option grants to employees.