UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )
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VITESSE SEMICONDUCTOR CORPORATION
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4721 Calle Carga

Camarillo, California 93012

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, February 26, 2015

To Our Stockholders:

The 2015 Annual Meeting of Stockholders of Vitesse Semiconductor Corporation will be held on February 26, 2015, at 9:00 a.m. local time, at the Hyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Boulevard, Westlake Village, California 91361, for the following purposes:

1. To elect eight directors to hold office for the ensuing year and until their successors are duly elected;

2. To approve the Vitesse Semiconductor Corporation 2015 Incentive Plan;

3. To hold an advisory vote on executive compensation;

4. To hold an advisory vote on the frequency of the advisory vote on executive compensation;

5. To ratify the selection of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2015; and

6. To transact such other business as may properly be brought before the meeting and any adjournment(s) thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice. Stockholders of record at the close of business on January 7, 2015 are entitled to notice of, and to vote at, the Annual Meeting.

All stockholders are cordially invited to attend the meeting. This year, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting electronically over the Internet or by telephone. The notice also provides information on how stockholders may request paper copies of our proxy materials. You may access the proxy statement and our annual report on the Internet, both of which are available at “www.envisionreports.com/VTSS”.

Your vote is important. Whether or not you plan to attend the Annual Meeting, it is important that your shares be represented and voted at the meeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the Annual Meeting.

	By Order of the Board of Directors,
Camarillo, California	Christopher R. Gardner
January 7, 2015	President and Chief Executive Officer

VITESSE SEMICONDUCTOR CORPORATION

4721 Calle Carga

Camarillo, California 93012

(805) 388-3700

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

The enclosed proxy is solicited on behalf of the Board of Directors (the “Board”) of Vitesse Semiconductor Corporation (“Vitesse” or the “Company”, “us”, “we”, or “our”) for use at the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) to be held at the Hyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Boulevard, Westlake Village, California 91361, on Thursday, February 26, 2015, at 9:00 a.m. local time and at any adjournment(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. This Proxy Statement is first being made available to all stockholders entitled to vote at the Annual Meeting on or about January 15, 2015.

Record Date and Shares Outstanding

Stockholders of record at the close of business on January 7, 2015 (the “Record Date”) are entitled to notice of and to vote at the Annual Meeting and at any adjournment(s) thereof. On the Record Date, 68,426,192 shares of our Common Stock, $0.01 par value, were issued and outstanding.

Revocability of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use (i) by delivering to us at our principal offices (Attention: Corporate Secretary) a written notice of revocation or a duly executed proxy bearing a later date, or (ii) by attending the Annual Meeting and voting in person. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from that record holder, and you will need to provide a copy of such proxy at the Annual Meeting.

Attendance at the Annual Meeting

All stockholders of record as of the Record Date may attend the Annual Meeting. Please note that cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. No items will be allowed into the Annual Meeting that might pose a concern for the safety of those attending. Additionally, to attend the meeting you will need to bring identification and proof sufficient to us that you were a stockholder of record as of the Record Date or that you are a representative of a stockholder of record as of the Record Date for a stockholder of record that is not a natural person.

For directions to attend the Annual Meeting, please visit the Hyatt Westlake Plaza website at www.westlake.hyatt.com/en/hotel/our-hotel/map-and-directions.html or contact the hotel via telephone at (805) 557-1234.

Voting and Costs of Solicitation

Shares Directly Held-Stockholder of Record. If you are a “registered holder,” that is your shares are registered in your name through our transfer agent, and you are viewing this proxy over the Internet you may vote electronically over the Internet. For those stockholders who receive a paper proxy in the mail, you may also vote electronically over the Internet or by telephone or by completing and mailing the proxy card provided. The website identified in our Notice of Internet Availability of Proxy Materials provides specific instructions on how to vote electronically over the Internet. Those stockholders who receive a paper proxy by mail, and who elect to vote by mail, should complete and return the mailed proxy card in the prepaid and addressed envelope that was enclosed with the proxy materials. You may request a ballot at the Annual Meeting and vote your shares in person.

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Shares Indirectly Held-Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in “street name,” and these proxy materials are being forwarded to you by your broker or nominee who is considered the stockholder of record with respect to those shares. We urge you to direct your broker on how to vote your shares. Beneficial owners may attend the Annual Meeting, but may not vote in person unless you obtain a signed proxy from the stockholder of record giving you the right to vote the shares in person at the Annual Meeting. Your broker or nominee should provide you with a voting instruction card for you to use in directing the broker or nominee regarding how to vote your shares. If you did not receive a voting instruction card, please contact the institution holding your shares. We recommend that you vote your shares in advance as described above, so that your vote will be counted if you later decide not to attend the Annual Meeting.

Only proxy cards and voting instruction forms that have been signed, dated and timely returned, and only proxies that have been timely voted electronically or by telephone will be counted in the quorum and voted. The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time, Wednesday, February 25, 2015. Stockholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail.

We will bear the entire cost of the solicitation of proxies for the Annual Meeting, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card, and any additional solicitation materials furnished to stockholders. Solicitations also may be made by personal interview, telephone and electronic communications by directors, officers and other employees of Vitesse without additional compensation. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. No additional compensation will be paid to those individuals for any such services.

If your proxy is properly submitted, the shares represented thereby will be voted at the Annual Meeting in accordance with your instructions. If you are a registered holder and you do not specify how the shares represented thereby are to be voted, your shares will be voted as follows:

• “For” election of all eight nominees for director as described in Proposal One;

• “For” approval of the Vitesse Semiconductor Corporation 2015 Incentive Plan as described in Proposal Two;

• “For” approval of the advisory vote on executive compensation as described in Proposal Three;

• In favor of a say-on-pay vote occurring every “1 Year” as described in Proposal Four; and

• “For” ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm as described in Proposal Five.

If any other matters are properly presented for consideration at the Annual Meeting, including, among other things, consideration of a motion to adjourn the meeting to another time or place in order to solicit additional proxies in favor of the nominees of our Board of Directors, the persons named as proxies and acting thereunder will have discretion to vote on these matters according to their best judgment to the same extent as the person delivering the proxy would be entitled to vote. At the date this proxy statement went to press, we did not know of any other matter to be raised at the Annual Meeting.

Some stockholders receive more than one Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form because their shares are held in multiple accounts or registered in different names or addresses. Please vote your shares held in each account to ensure that all of your shares will be voted.

Quorum, Abstentions, Broker Non-Votes, Required Votes

Our bylaws provide that stockholders holding a majority of the shares of Common Stock issued and outstanding and entitled to vote on the Record Date constitute a quorum at meetings of stockholders. Therefore, at the Annual Meeting, the presence, in person or by proxy, of the holders of at least 34,213,097 shares of Common Stock will be required to establish a quorum. Each outstanding share of our Common Stock is entitled to one vote on each proposal at the Annual Meeting. Both abstentions and broker non-votes are counted as present for the purpose of determining the presence of a quorum. Broker non-votes, however, are not counted as shares present and entitled to be voted with respect to the matter on which the broker has expressly not voted. Thus, broker non-votes will not affect the outcome of any of the matters being voted on at the Annual Meeting. Generally, broker non-votes occur when shares held by a broker for a beneficial owner are not voted with respect to a particular proposal because (1) the broker has not received voting instructions from the beneficial owner and (2) the broker lacks discretionary voting power to vote such shares because the matter is not considered a routine matter. The only routine matter that is being submitted to stockholders at the Annual Meeting is Proposal Five, ratification of the appointment of our independent registered public accounting firm.

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In the election of the eight directors (Proposal One), you may vote “For” all of the nominees or your vote may be “Withheld” with respect to one or more of the nominees. For all other proposals, you may vote “For,” “Against” or “Abstain.” If you “Abstain,” it has the same effect as a vote “Against.”

If a quorum is present at the Annual Meeting, a plurality of the shares voting will be sufficient to elect the director nominees (Proposal One). This means that the eight nominees for election as directors who receive the most votes “for” election will be elected. Approval of the Vitesse Semiconductor Corporation 2015 Incentive Plan (Proposal Two), approval of the advisory vote on executive compensation (Proposal Three) and ratification of the appointment of our independent registered public accounting firm (Proposal Five), each will require an affirmative vote of the majority of the shares of Common Stock present or represented at the Annual Meeting with respect to such proposal. With respect to the frequency of the advisory vote on executive compensation (Proposal Four), the Board will give careful consideration to the voting results on this proposal and expects to adopt the alternative that receives the greatest number of votes, even if that alternative does not receive a majority of the votes cast.

If by the date of the Annual Meeting we do not receive proxies representing sufficient shares to constitute a quorum, the Chairman of the Meeting, or the stockholders entitled to vote thereat, shall have power to adjourn the meeting, without notice other than announcement at the meeting, until a quorum is present or represented. At such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed.

Effect of Not Casting Your Vote

If you hold your shares in street name it is critical that you cast your vote if you want it to count in the election of directors (Proposal One). In the past, if you held your shares in street name, and you did not indicate how you wanted your shares voted in the election of directors, your bank or broker was allowed to vote those shares on your behalf in the election of directors as it deemed appropriate.

Your bank or broker no longer has the discretion to vote your uninstructed shares in the election of directors. Similarly, your bank or broker does not have ability to vote your uninstructed shares on any other matters being submitted to the stockholders for a vote at the Annual Meeting other than ratification of the appointment of our independent registered public accounting firm (Proposal Five). Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote at the Annual Meeting, your shares will not be voted on Proposals One, Two, Three, or Four.

Deadline for Receipt of Stockholder Proposals

In order for a stockholder proposal to be considered for inclusion in our proxy statement for our 2016 Annual Meeting of Stockholders, the written proposal must be received by us no later than September 17, 2015 and should contain the information required under our bylaws. If the date of next year’s Annual Meeting is moved more than 30 days before or after February 26, 2016, the first anniversary date of this year’s Annual Meeting, the deadline for inclusion of proposals in our proxy statement is instead a reasonable time before we begin to print and mail our proxy materials for next year’s meeting. Any proposals will also need to comply with Rule 14a-8 of the rules and regulations promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding the inclusion of stockholder proposals in company sponsored proxy materials. Proposals should be addressed to our Corporate Secretary, at our principal executive offices.

If you intend to present a proposal at our 2016 Annual Meeting of Stockholders and the proposal is not intended to be included in our proxy statement relating to that meeting, you must give us advance notice of the proposal in accordance with our bylaws. Pursuant to our bylaws, in order for a stockholder proposal to be deemed properly presented in these circumstances, a stockholder must deliver notice of the proposal to our Corporate Secretary, at our principal executive offices after the close of business on November 28, 2015 and before the close of business on December 28, 2015. However, if the date of our 2016 Annual Meeting of Stockholders is more than 30 days before or after February 26, 2016, the first anniversary of this year’s Annual Meeting, stockholders must give us notice of any stockholder proposals within a reasonable time before the mailing date of the proxy statement for next year’s Annual Meeting. If a stockholder does not provide us with notice of a stockholder proposal in accordance with the deadlines described above, the stockholder will not be permitted to present the proposal to the stockholders for a vote at the meeting.

The proxies to be solicited by us through our Board of Directors for our 2016 Annual Meeting of Stockholders will confer discretionary authority on the proxy holders to vote on any stockholder proposal properly presented at the 2016 Annual Meeting of Stockholders if we fail to receive notice of the stockholder’s proposal for the meeting by September 17, 2015.

If a stockholder desires only to recommend a candidate for consideration by the Nominating and Corporate Governance Committee as a potential nominee for our Board, see the procedures discussed in “Proposal One-Election of Directors-Process for Recommending Candidates for Election to our Board of Directors.”

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Further Information

We will provide without charge to each stockholder solicited by these proxy materials a copy of Vitesse’s annual report on Form 10-K for the fiscal year ended September 30, 2014, without exhibits, and any amendments, upon request of such stockholder made in writing to Vitesse Semiconductor Corporation, 4721 Calle Carga, Camarillo, California 93012, Attn: Investor Relations. We will also furnish any exhibit to the annual report on Form 10-K, if specifically requested in writing. We maintain a web site, www.vitesse.com, where we regularly post copies of our press releases and other company information. You can also access our Securities and Exchange Commission (“SEC”) filings, including our annual reports on Form 10-K, on the SEC website at www.sec.gov.

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PROPOSAL ONE

ELECTION OF DIRECTORS

Our bylaws provide that the authorized number of directors is a minimum of five and a maximum of nine, with the exact number set by our Board. Currently, the authorized number of directors of the Company is eight, and eight members of our Board are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below. Each nominee has consented to be named a nominee in this proxy statement and to serve as a director if elected. If any nominee becomes unable or declines to serve as a director, if additional persons are nominated at the meeting, or if stockholders are entitled to cumulate votes, the proxy holders intend to vote all proxies received by them in such a manner (in accordance with cumulative voting) as will ensure the election of as many of the nominees listed below as possible, and the specific nominees to be voted for will be determined by the proxy holders. We are not aware of any reason that any nominee will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meeting of Stockholders, or until a successor has been elected and qualified, or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she is or was to be selected as a director or officer.

The names of the nominees and certain information about them as of December 31, 2014, are set forth below. All of the nominees have been nominated by our Board acting on the recommendation of the Nominating and Corporate Governance Committee of our Board, which consists solely of independent members of our Board.

The Board recommends that stockholders vote “For” the election of each of the following nominees.

Nominee	Age	Director Since	Principal Occupation
Matthew B. Frey (2)	45	2013	Chief Executive Officer of Optimum Energy, LLC
Christopher R. Gardner	54	2006	President and Chief Executive Officer of Vitesse
Steven P. Hanson(2)(4)	66	2007	Retired President and CEO of ON Semiconductor
James H. Hugar (1)(3)	68	2009	Retired Partner of Deloitte & Touche, LLP
Scot B. Jarvis (1)(3)	54	2012	Co-founder of Cedar Grove Partners, LLC
William C. Martin (2)(4)	37	2014	Chairman and Chief Investment Officer, Raging Capital Management, LLC
Edward Rogas, Jr. (1)(2)	74	2006	Chairman of the Board of Vitesse, Retired Senior Vice President of Teradyne, Inc.
Kenneth H. Traub(3)(4)	53	2013	President and CEO of Ethos Management, LLC

________________________________________________

(1) Member of the Audit Committee

(2) Member of the Nominating and Corporate Governance Committee

(3) Member of the Compensation Committee

(4) Member of the Strategic Advisory Committee

Vote Required

If a quorum is present, the eight nominees receiving the highest number of votes will be elected to our Board. See “Information Concerning Solicitation and Voting-Quorum, Abstentions, Broker Non-Votes, Required Votes.”

Nominees’ Principal Occupation, Business Experience and Qualifications

Matthew B. Frey has served as a director since March 2013. He is the Chief Executive Officer of Optimum Energy, LLC, a cloud based SaaS provider of energy management applications for complex buildings, data centers, campuses, hospitals, and manufacturing facilities, a position he has held since November 2010. For more than 17 years, Mr. Frey has served in senior executive and advisory roles at technology companies, including Data Base, Inc., Payroll Online, World Wide Packets, and Optimum Energy. Prior to his current position at Optimum Energy, from January 2004 until its sale to Ciena Corporation in March of 2008, Mr. Frey served as President and Chief Operating Officer of World Wide Packets, a leading provider of Carrier Ethernet solutions. Subsequent to the sale, Mr. Frey served as Ciena’s Sr. Vice President of Business Development until January 2009. Mr. Frey brings operational, strategic, industry, and software development expertise to the Board. Mr. Frey holds a BS degree in accounting from Santa Clara University and worked as an auditor at Price Waterhouse in Silicon Valley early in his career.

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Christopher R. Gardner has served as a director and our Chief Executive Officer since 2006. From 2002 until he was appointed Chief Executive Officer in 2006, he served as our Vice President and General Manager of the Network Products Division, and from 2000 to 2002, he served as our Vice President and Chief Operating Officer. Prior to joining Vitesse in 1986, Mr. Gardner served as a member of the Technical Staff at Bell Laboratories. Mr. Gardner’s extensive career in the semiconductor industry, combined with his broad knowledge and understanding of our Company, the industry and the markets in which we operate, and the issues facing the Company, make Mr. Gardner a valuable member of our Board. Mr. Gardner received his BSEE degree from Cornell University and his MSEE degree from the University of California at Berkeley.

Steven P. Hanson has served as a director since August 2007. For more than 32 years, Mr. Hanson has served in senior executive roles at technology companies, including 28 years at Motorola in various engineering management and leadership positions. Mr. Hanson served as the President and Chief Executive Officer of ON Semiconductor from 1999 to 2003. Mr. Hanson has been a senior partner at Southwest Value Acquisitions LLC, a private equity firm, since 2004. He served as the Chairman of InPlay Technologies, Inc., a high-technology firm delivering leadership human input device technologies and products from 2005 to 2007. Mr. Hanson has served Arizona State University as a member of the Dean’s Advisory Council, W.P. Carey School of Business and the Dean’s Advisory Council for the Ira A. Fulton School of Engineering. As a former senior executive at technology companies including ON Semiconductor and the General Manager of Europe, Middle East and Africa Semiconductor Group of Motorola, Mr. Hanson brings operational, strategic and industry expertise to our Board. Mr. Hanson holds a BSEE degree from the College of Engineering at Arizona State University.

James H. Hugar has served as a director since October 2009. Mr. Hugar retired from Deloitte & Touche, LLP, where he was an audit partner from 1982 to 2008, specializing in the financial services industry. Prior to his retirement, he served as the partner-in-charge of the Southern California Investment Companies Industry and Broker/Dealer Practice Unit. Mr. Hugar serves on the Board of Advisors of American Relocation & Logistics, Inc., a privately-held company. With over 35 years of experience in public accounting, including participation at hundreds of audit committee meetings and serving as a director/advisor for both privately and publicly held companies, Mr. Hugar brings public company financial expertise to our Board. Mr. Hugar holds a BS degree in Accounting from Pennsylvania State University and an MSBA degree from the University of California, Los Angeles, and is a Certified Public Accountant.

Scot B. Jarvis has served as a director since May 2012. Mr. Jarvis co-founded Cedar Grove Partners, LLC, an investment and consulting/advisory partnership with a focus on wireless communication investments in 1997, and currently is its managing member. While at Cedar Grove, he has invested in several successful early-stage companies in the telecommunications area and has served on a number of public and private boards. Prior to co-founding Cedar Grove, Mr. Jarvis served as a senior executive of Eagle River, Inc., a Craig McCaw investment firm. While at Eagle River, he founded Nextlink Communications (now XO Communications) on behalf of McCaw and served on its board of directors. Mr. Jarvis has also served on the board of directors of Nextel Communications and Leap Wireless International. From 1985 to 1994, Mr. Jarvis served in several executive capacities at McCaw Cellular Communications up until it was sold to AT&T. Mr. Jarvis currently serves on the board of Kratos Defense & Security Solutions (NASDAQ: KTOS) and Airspan Networks Inc. (OTCMKTS: AIRO), both publicly traded companies. In addition, Mr. Jarvis currently serves on the board of directors of Good Technology, Inc., Root Wireless, Inc., MobiTV, Inc., and Slingshot Sports, LLC, all private companies. He is a venture partner with Oak Investment Partners, a venture capital firm. Mr. Jarvis brings to our Board extensive experience in the technology industry and public company board experience. Mr. Jarvis holds a BA degree in business administration from the University of Washington.

William C. Martin has served as a director since August 2014. Mr. Martin is Chairman and Chief Investment Officer of Raging Capital Management, LLC, a private investment partnership based near Princeton, New Jersey that was founded in 2006. Mr. Martin has co-founded a number of financial information companies, including RagingBull.com in 1997 and InsiderScore.com in 2004. He has also served on two public company boards, including nine years on the board of Bankrate, Inc., which was acquired in 2009, and the board of Salary.com, Inc., which was acquired in 2010. Mr. Martin’s extensive experience and successful track record as an investor, entrepreneur and public company director, coupled with his significant financial stake in our company, will enable him to provide Vitesse’s Board and management with valuable perspectives on executing strategies to maximize stockholder value.

Edward Rogas, Jr. has served as a director and Chairman of our Board since 2006. Mr. Rogas is a director and consultant to companies in the technology industry. He served as a Senior Vice President at Teradyne, Inc., an automated test equipment manufacturer, from 2000 to 2005. From 1976 to 2000, he held various management positions in the semiconductor ATE portion of Teradyne, Inc., including Vice President from 1984 to 2000. From 1973 to 1976, he served as a Vice President at American Research and Development. Mr. Rogas serves on the Board of FormFactor, Inc., a manufacturing test-technology company. Mr. Rogas previously served on the board of directors of Photon Dynamics, Inc., a provider of LCD panel testers. Mr. Rogas brings to our Board extensive experience in engineering development and operations in the technology industry, financial sophistication and public company board experience. Mr. Rogas holds a BS degree from the United States Naval Academy and an MBA degree from Harvard Business School.

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Kenneth H. Traub has served as a director since March 2013. Heis the President and Chief Executive Officer of Ethos Management LLC, a position he has held since January 2009, and he has served as general partner of Rosemark Capital LLC, a private equity firm, since September 2013. From 1999 until its acquisition by JDS Uniphase Corp. (“JDSU”) in February 2008, he served as President and Chief Executive Officer of American Bank Note Holographics, Inc. (“ABNH”), a leading global supplier of optical security devices. Mr. Traub managed the turnaround, growth and sale of ABNH, and under his leadership, ABNH’s stockholders achieved a gain exceeding 1,000 percent. Following the sale of ABNH, he served as Vice President of JDSU, a global leader in optical technologies and telecommunications, through September 2008. In 1994, Mr. Traub co-founded Voxware, Inc., a pioneer in voice over Internet protocol communication technologies, and served as its Executive Vice President and Chief Financial Officer through 1998. From 1988 to 1994, he served as Vice President of Trans-Resources, Inc., a multinational holding company and investment manager. Mr. Traub currently serves on the boards of directors of (i) MRV Communications, Inc. (NASDAQ: MRVC) (Mr. Traub is currently Chairman of the Board), (ii) DSP Group, Inc. (NASDAQ: DSPG), and (iii) Athersys, Inc. (NASDAQ: ATHX). He previously served on the Boards of Directors of (i) Phoenix Technologies, Inc. (NASDAQ: PTEC) from November 2009 until its sale in November 2010, (ii) iPass, Inc. (NASDAQ: IPAS) from June 2009 to June 2013, (iii) MIPS Technologies, Inc. (NASDAQ: MIPS) from November 2011 until its sale in February 2013, and (iv) Xyratex Limited (NASDAQ: XRTX) from June 2013 until its sale in March 2014. He also served as the Chairman of the Board of the New Jersey chapter of the Young Presidents Organization in 2010 and 2011. He received a BA degree from Emory College, and an MBA from Harvard Business School. Mr. Traub has over 20 years of senior management, corporate governance, turnaround and transactional experience with various public and private companies. His wealth of executive management and board experience and corporate governance awareness from his experience as a senior executive of public companies and his current and past service as a director allow him to provide valuable advice and guidance to our Board.

Director Independence

The Board has determined that all of its current members and the nominees for election at the Annual Meeting, other than Mr. Gardner, meet the criteria for independence set forth in the NASDAQ Listing Rules and the Company’s Corporate Governance Guidelines. Mr. Gardner does not qualify as independent because he is a Vitesse employee. Our Corporate Governance Guidelines are posted on our website at www.vitesse.com under “Investors - Corporate Governance.”

In making its determination, our Board considered the objective tests and the subjective tests for determining who is an “independent director” under the NASDAQ Listing Rules. The subjective test states that an independent director must be a person who lacks a relationship that, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In assessing independence under the subjective test, our Board took into account the standards in the objective tests, and reviewed and discussed additional information provided by the directors and the Company with regard to each director’s business and personal activities as they may relate to us and our management for the three year period preceding the date of determination, including the following:

• the circumstances leading to Messrs. Frey and Traub’s nominations for election to the Board at the 2013 Annual Meeting, which occurred at the request of Raging Capital Fund, LP, the predecessor in-interest of Raging Capital Master Fund, Ltd. (“the Fund”);

• Mr. Martin’s position as Chairman and Chief Investment Officer of the Fund, and the Fund’s ownership of approximately 20.9% of Vitesse’s voting securities; and

• the Fund’s compensation of Mr. Traub for his service on the Board as disclosed in the Fund’s filings with the SEC, including (i) the payment to Mr. Traub of $15,000 in cash upon his nomination to the Board in November 2012 to be used to acquire our securities, (ii) the payment to Mr. Traub at the end of calendar 2013, 2014 and 2015 (or earlier upon a sale of the company), so long as Mr. Traub is a director at such time, of an amount equal to 7.5% of any actual net profits (as defined in Mr. Traub’s compensation agreement with the Fund) realized by the Fund with respect to its investment in our securities (including our convertible debentures) for the applicable calendar year, and (iii) if the Fund continues to own our securities as of the end of calendar 2015, the payment to Mr. Traub at the end of calendar year 2015, so long as Mr. Traub is a director at such time, of an amount equal to 7.5% of the unrealized net profits of the Fund with respect to its investment in our securities as of the end of such year.

Based on all of the foregoing, as required by NASDAQ rules, our Board made a subjective determination as to each independent director that no relationships exist which, in the opinion of our Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

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The Board and Board Committees

Board of Directors

The Board held a total of eight meetings during fiscal year 2014. Each of our incumbent directors attended at least 75 percent of the aggregate of all meetings of our Board and the committees of our Board upon which such director served in fiscal year 2014. Under our Corporate Governance Guidelines, our Board is required to hold an executive session at each meeting of our Board at which employee directors are not present.

Our Board has been chaired by Mr. Rogas since December 2006. As chairman of our Board, Mr. Rogas also serves as our Lead Director. The Board has elected to maintain a leadership structure with an independent director chairman, elected by vote of the independent directors, because we believe that, at this time, our Company and its stockholders are best served by having an independent chairman convene, establish, after consultation with management, set agenda items for, and preside over meetings of our Board and executive sessions of the independent directors. We further believe that our corporate governance principles and policies ensure that strong and independent directors will continue to effectively oversee our management and key issues related to long-range business plans, strategic issues, risks, and integrity.

During fiscal year 2014, our Board had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee. Our Board also has continuously maintained since fiscal year 2012 a Strategic Advisory Committee as an ad hoc committee of our Board with an indefinite term.

Audit Committee

The Audit Committee, which consists of Messrs. Hugar, Jarvis and Rogas, has been chaired by Mr. Hugar since December 2009. All of the members of the Audit Committee are “independent” as defined under rules promulgated by the SEC and meet the NASDAQ Listing Rules criteria for independence. Our Board has determined that Mr. Hugar is an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K. Among other things, the Audit Committee assists our Board of Directors in its oversight of the integrity of our financial statements, the qualifications and independence of our independent auditors, the performance of our internal audit function, compliance with legal and regulatory requirements, our disclosure controls, and our systems of internal controls. The Audit Committee held six meetings during fiscal year 2014. A copy of the Audit Committee charter is available on our website at www.vitesse.com under “Investors - Corporate Governance.”

Compensation Committee

The Compensation Committee, which consists of Messrs. Hugar, Jarvis and Traub, has been chaired by Mr. Jarvis since March 2013. The Compensation Committee, among other things, reviews and approves our executive compensation policies and programs, and grants stock options and other equity awards to our employees, including officers, pursuant to our stock incentive plans. See “Compensation Discussion and Analysis” and “Proposal One - Election of Directors - Director Compensation” below for a description of our processes and procedures for the consideration and determination of executive and director compensation. The Compensation Committee held five meetings during fiscal year 2014. A copy of the Compensation Committee charter is available on our website at www.vitesse.com under “Investors - Corporate Governance.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee, which consists of Messrs. Frey, Hanson, Martin, and Rogas, has been chaired by Mr. Hanson since June 2009. The Nominating and Corporate Governance Committee, among other things, assists our Board by making recommendations to our Board on matters concerning director nominations and elections, board committees and corporate governance. The Nominating and Corporate Governance Committee held four meetings during fiscal year 2014. A copy of the Nominating and Corporate Governance Committee charter is available on our website at www.vitesse.com under “Investors - Corporate Governance.”

Strategic Advisory Committee

The Board forms ad hoc committees from time-to-time to assist our Board in fulfilling its responsibilities with respect to matters that are the subject of the ad hoc committee’s mandate. During fiscal year 2014, the Board maintained a Strategic Advisory Committee that was originally formed in fiscal year 2012 to assist our Board by making recommendations on transactions and initiatives that the committee believes are reasonably likely to maximize stockholder value. During fiscal year 2014, the Strategic Advisory Committee was chaired by Mr. Rogas and consisted of Messrs. Frey, Hanson, Hugar, Jarvis, Rogas, and Traub. In October 2014, the size of the Strategic Advisory Committee was reduced to three members, and currently consists of Messrs Hanson, Martin and Traub, with Mr. Traub serving as chair of the committee.

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Corporate Governance Guidelines

The Company maintains a set of Corporate Governance Guidelines, which can be found on our website at www.vitesse.com under “Investors - Corporate Governance.” The Corporate Governance Guidelines cover a range of governance related matters, including requirements that our Board maintain an independent Chairman of the Board, and that at least three fourths of our Board as well as the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee consist of independent members. The Corporate Governance Guidelines also provide that no director may serve on the board of more than three other public companies while serving on Vitesse’s Board. Our Board waived this guideline with respect to Mr. Traub, who presently serves on the board of four other public companies.

Code of Business Conduct and Ethics

We have adopted a Code of Business Conduct and Ethics for members of our Board, our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and Controller and persons performing similar functions, and all other officers and employees of the Company and its consolidated subsidiaries. A copy of this Code is posted on our website at www.vitesse.com under “Investors - Corporate Governance.” We intend to disclose any amendment to, or waiver from, the provisions of this Code on our website at www.vitesse.com under “Investors - Corporate Governance.”

Board’s Role in Risk Oversight

Our management team is responsible for identifying, assessing and managing the material risks facing our Company. Our Board’s role in risk oversight includes receiving regular updates from management on areas of material risks and key strategies and initiatives. Our Board also participates in a review of the Company’s annual operating plan, which includes the identification of the most significant risks facing our business and evaluation of how the Company’s corporate strategies align to manage those risks. While our Board is ultimately responsible for risk oversight, each committee assists our Board in fulfilling its oversight responsibilities. The Audit Committee oversees management of financial risks. The Compensation Committee provides oversight of the Company’s compensation policies and practices including risks associated with executive compensation. The Nominating and Corporate Governance Committee manages risks associated with corporate governance, including the independence of Board members, Board composition, and policies and procedures such as our Code of Business Conduct and Ethics and Corporate Governance Guidelines, used to promote ethical conduct and compliance with law.

The full Board has evaluated Vitesse’s overall compensation policies and practices for its employees to determine whether such policies and practices create incentives that can affect Vitesse’s risk and management of that risk, and has further assessed whether any risks arising from these policies and practices are reasonably likely to have a material adverse effect on us. Our Board has concluded that the risks arising from our policies and practices are not reasonably likely to have a material adverse effect on us.

The Compensation Committee and our Board, in connection with their assessment of performance criteria for fiscal year 2014, concluded that while the criteria or targets reward prudent risk-taking in support of our objectives, they do not encourage or promote inappropriate risk-taking by the participants.

Attendance at Annual Meeting by Directors

It is the policy of the Company that, absent extraordinary circumstances, each member of our Board shall attend our Annual Meeting of Stockholders. All of our Board members attended the last year’s Annual Meeting of Stockholders.

Compensation Committee Interlocks and Insider Participation

Messrs. Hugar, Jarvis and Traub were members of the Compensation Committee during fiscal year 2014. None of the committee members has ever served as an officer of Vitesse. None of the committee members served as an employee of Vitesse during fiscal year 2014 or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. During fiscal year 2014, none of our executive officers served on the compensation committee (or equivalent), or the board of directors, of another entity whose executive officer(s) served on our Compensation Committee or Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own beneficially more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership within specified periods with the SEC. To our knowledge, based solely on our review of the copies of Section 16(a) forms required to be furnished to us with respect to fiscal year 2014 and written representations that no other reports were required, we believe that our executive officers, directors, and greater than 10 percent stockholders complied with the Section 16(a) reporting requirements during fiscal year 2014.

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Process for Recommending Candidates for Election to our Board of Directors

The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. A stockholder that desires to recommend a candidate for election to our Board must direct the recommendation in writing to us at our principal offices (Attention: Corporate Secretary) and must include the candidate’s name, age, home and business contact information, principal occupation or employment, the number of shares beneficially owned by the nominee, whether any hedging transactions have been entered into by the nominee or on his or her behalf, information regarding any arrangements or understandings between the nominee and the stockholder nominating the nominee or any other persons relating to the nomination, a written statement by the nominee acknowledging that the nominee will owe a fiduciary duty to the Company, if elected, and any other information required to be disclosed about the nominee if proxies were to be solicited to elect the nominee as a director. For a stockholder recommendation to be considered by the Nominating and Corporate Governance Committee as a potential candidate at an Annual Meeting, nominations must be received on or before the deadline for receipt of stockholder proposals for such meeting. In the event a stockholder decides to nominate a candidate for director and solicits proxies for such candidate, the stockholder will need to follow the rules set forth by the SEC and in our bylaws. See “Information Concerning Solicitation and Voting − Deadline for Receipt of Stockholder Proposals.”

The Nominating and Corporate Governance Committee’s criteria and process for evaluating and identifying the candidates that it approves as director nominees are as follows:

• The committee regularly reviews the current composition and size of our Board.

• The committee reviews the qualifications of any candidates who have been properly recommended by a stockholder, as well as those candidates who have been identified by management, individual members of our Board or, if the committee determines, a search firm. Such review may, in the committee’s discretion, include a review solely of information provided to the committee or may also include discussions with persons familiar with the candidate, an interview with the candidate or other actions that the committee deems proper.

• The committee evaluates the performance of our Board as a whole and evaluates the performance and qualifications of individual members of our Board eligible for re-election at an Annual Meeting of Stockholders.

• The committee considers the suitability of each candidate, including the current members of our Board, in light of the current size and composition of our Board. Except as may be required by rules promulgated by the NASDAQ Stock Market or the SEC, it is the committee’s belief that there are no specific minimum qualifications that must be met by any candidate for our Board, nor are there specific qualities or skills that are necessary for one or more of the members of our Board to possess. In selecting new directors of the Company, consideration will be given to each individual director’s (i) personal qualities, experiences, and abilities; (ii) the collective skills of all of the directors, taking into account the responsibilities of our Board; and (iii) qualifications imposed by law and regulation. As stated in the Company’s Corporate Governance Guidelines, the Company has the following expectations of its directors and director candidates:

• Directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the stockholders;

• Directors must have an inquisitive and objective perspective, practical wisdom and mature judgment;

• Directors should represent diverse experiences at a strategy/policy setting level, and should be people who have high-level managerial experience, and who are accustomed to dealing with complex problems;

• Directors must be willing to devote sufficient time to carrying out their duties and responsibilities effectively, and should be committed to serve on our Board for an extended period of time;

• Directors should possess a willingness to challenge and stimulate management and demonstrate the ability to work as part of a team in an environment of trust; and

• Directors should offer their resignation in the event of any significant change in their personal circumstances, including a change in their principal job responsibilities.

• The committee may, from time-to-time, establish additional qualifications for directors as it deems appropriate.

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• In evaluating the qualifications of the candidates, the committee considers many factors, including, issues of character, judgment, independence, age, expertise, diversity of experience, length of service, other commitments, and the like. However, our Board has not adopted a formal diversity policy. The committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors. The committee considers each individual candidate in the context of the current perceived needs of our Board as a whole.

• After such review and consideration, the committee recommends the slate of director nominees to the full Board for its approval.

The Nominating and Corporate Governance Committee will endeavor to notify, or cause to be notified, all director candidates, including those recommended by a stockholder, of its decision as to whether to nominate such individual for election to our Board.

Stockholder Communication with our Board of Directors

Any stockholder may contact any of our directors by writing to them by mail, c/o our Corporate Secretary, at our principal executive offices, the address of which appears on the cover of this proxy statement.

Any stockholder may report to us any complaints regarding accounting, internal accounting controls or auditing matters. Any stockholder who wishes to so contact us should send such comments to the Audit Committee, c/o James H. Hugar, at our principal executive offices, the address of which appears on the cover of this proxy statement.

Any stockholder communications sent to our Board will first go to our Corporate Secretary, who will log the date of receipt of the communication as well as the identity and contact information of the correspondent in our stockholder communications log. After logging the communication, our Corporate Secretary will forward the communication to the Chairman of our Board (in the case of communications directed to the whole Board) or to the applicable individual director(s) addressed in the correspondence.

In the case of any complaints, the appropriate committee of our Board will review and, if appropriate, investigate the complaint in a timely manner. In the case of accounting or auditing related matters, a member of the Audit Committee, or the Audit Committee as a whole, will review the summary of the communication, the results of the investigation, if any, and, if appropriate, the draft response. The summary and response will be in the form of a memo, which will become part of the stockholder communications log that the Corporate Secretary maintains with respect to all stockholder communications.

Director Compensation

The general policy of our Board is that compensation for non-employee directors should be a mix of cash and equity-based compensation. We do not pay management directors for Board service in addition to their regular employee compensation. The Compensation Committee, which consists solely of independent directors, has the primary responsibility for reviewing and considering any revisions to director compensation. Our Board reviews the Compensation Committee’s recommendations and determines the amount and type of director compensation.

The Compensation Committee can engage the services of outside advisers, experts and others to assist the committee. During fiscal year 2014, the Compensation Committee engaged independent compensation consultant, Radford, an Aon Hewitt Company, to review director compensation and make recommendations to the Compensation Committee for changes in director compensation for fiscal year 2015. Effective October 1, 2014, on the recommendation of the Compensation Committee, our Board of Directors modified the equity compensation payable to non-employee directors to increase to 16,500 the annual number of restricted stock units, or RSUs, awarded to non-employee directors and eliminate the annual number of RSUs awarded to non-employee directors serving on the Strategic Advisory Committee. Prior to this change, non-employee directors received an annual award of 9,500 RSUs for service on the Board and an annual award of 4,000 RSUs for service on the Strategic Advisory Committee. No changes were made to the cash compensation payable to non-employee directors.

Non-employee director compensation consists of the following elements:

• Annual retainer of $40,000;

• Chairperson of the Board − additional retainer fee of $25,000;

• Committee chairpersons − additional retainer fees of $20,000 for the Audit Committee, $15,000 for the Compensation Committee, and $10,000 for the Nominating and Corporate Governance Committee;

• Committee membership (excluding chairpersons) − additional retainer fees of $10,000 for the Audit Committee, $8,000 for the Compensation Committee, and $5,000 for the Nominating and Corporate Governance Committee;

• Annual equity compensation of 16,500 RSUs, which RSUs are automatically granted on the second Monday in January of the applicable year and vest fully on the first anniversary of the grant date; and

• Strategic Advisory Committee membership fees − $1,000 for attendance at each in-person meeting and $500 for attendance at each scheduled conference call meeting.

A non-employee director also is entitled to receive, upon initial election or appointment to our Board, a one-time award of equity compensation of 14,000 RSUs to be granted on the date of the director’s appointment or election to our Board and to vest in three annual installments of 33% on the first three anniversaries of the grant date.

If a non-employee director is appointed to our Board in between Annual Meetings of Stockholders, the annual cash compensation payable to that director is pro-rated for the remaining portion of the term in which the director is appointed to our Board, and the first award of annual equity compensation to be automatically granted to the director on the second Monday in January of the year following the director’s appointment is pro-rated based on the length of the director’s service on our Board since the date of the previous year’s annual award of equity compensation.

Our Board may provide for payment of per meeting cash fees and award additional equity for service on ad hoc committees of our Board established from time-to-time, and currently pays such fees for service on the Strategic Advisory Committee. Our Board also authorized an additional grant of RSUs for service on the Strategic Advisory Committee during fiscal year 2014.

The following table details the total compensation earned by our non-employee directors in fiscal year 2014. 

Director Summary Compensation

Director	Fees Earned or Paid in Cash		Stock Awards(1)(2)(3)		Total
Matthew B. Frey (4)	$	48,000	$	39,971	$	87,971
Steven P. Hanson (5)	53,000		43,605		96,605
James H. Hugar (6)	71,000		43,605		114,605
Scot B. Jarvis (7)	68,000		43,605		111,605
William C. Martin (8)	—		—		—
Edward Rogas, Jr. (9)	83,000		43,605		126,605
Kenneth H. Traub (10)	51,000		39,971		90,971
	$	374,000	$	254,362	$	628,362

________________________________________________

(1) Represents awards of restricted stock units, each of which entitles the director to receive one share of our Common Stock at the time of vesting, without the payment of an exercise price or other cash consideration.

(2) These amounts represent the grant date fair value of the stock awards granted in fiscal year 2014 determined in accordance with ASC Topic 718. These amounts may not correspond to the actual value eventually realized by the director, which depends in part on the market value of our Common Stock in future periods. Assumptions used in calculating these amounts are set forth in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended September 30, 2014.

(3) On January 13, 2014, each of Messrs. Hanson, Hugar, Jarvis and Rogas received an RSU award for 13,500 shares of Common Stock and Messrs. Frey and Traub received an RSU award for 12,375 shares of Common Stock, which RSU awards vest in full on the first anniversary of the date of grant.

(4) Mr. Frey served as a member of the Nominating and Corporate Governance Committee and Strategic Advisory Committee during fiscal year 2014.

(5) Mr. Hanson served as Chairman of the Nominating and Corporate Governance Committee and a member of the Strategic Advisory Committee during fiscal year 2014.

(6) Mr. Hugar served as Chairman of the Audit Committee and a member of the Compensation Committee and Strategic Advisory Committee during fiscal year 2014.

(7) Mr. Jarvis served as Chairman of the Compensation Committee and a member of the Audit Committee and Strategic Advisory Committee during fiscal year 2014.

(8) Mr. Martin joined the Board on August 20, 2014, and has elected not to receive any compensation for service on the Board or any of its committees.

(9) Mr. Rogas served as Chairman of our Board and Chairman of the Strategic Advisory Committee and as a member of the Audit Committee and Nominating and Corporate Governance Committee during fiscal year 2014.

(10) Mr. Traub served as a member of the Compensation Committee and Strategic Advisory Committee during fiscal year 2014.

Stock Ownership Guidelines for Non-Employee Directors

The Board of Directors has established stock ownership guidelines for non-employee directors. Each non-employee director is expected to own Vitesse Common Stock-based holdings equal in value to at least three times such director’s annual cash retainer for service on our Board, excluding retainers and other amounts paid for service as Chairperson, Lead Director or on committees of our Board. Non-employee directors may count toward these guidelines the value of (i) shares they or their immediate family members own directly or in trust, including the vested portion of shares issued as restricted stock awards, and (ii) the vested portion of restricted stock units held by them and for which shares of Common Stock have not been issued, including shares that have not been issued due to a recipient’s election to defer the settlement date for such vested restricted stock units. Each non-employee director is expected to achieve this level of ownership by the later of August 9, 2015 or the third anniversary of his or her election to our Board of Directors.

The share ownership of the non-employee directors serving at September 30, 2014 is reported below, and is based on the closing market price of our Common Stock (which was $3.60 on September 30, 2014):

Director	Current Ownership Guideline as a Multiple of Annual Cash Retainer Fee	Ownership as a Multiple of Annual Cash Retainer Fee as of September 30, 2014
Matthew B. Frey	3	*
Steven P. Hanson	3	7
James H. Hugar	3	8
Scot B. Jarvis	3	8
William C. Martin	3	*
Edward Rogas, Jr.	3	8
Kenneth H. Traub	3	9

________________________________________________

* Less than 1.

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PROPOSAL TWO

APPROVAL OF

2015 INCENTIVE PLAN

Proposal Two is approval of the Vitesse Semiconductor Corporation 2015 Incentive Plan (the “2015 Incentive Plan”). The proposal to approve the 2015 Incentive Plan requires the affirmative vote of a majority of the shares of Common Stock present or represented and entitled to vote at the Annual Meeting with respect to such proposal.

Our Board believes that the continued growth of Vitesse depends, in large part, upon its ability to attract and motivate key employees and directors, and that equity incentive awards are an important means of attracting, retaining and motivating talented employees and directors. Accordingly, we are seeking stockholder approval of the 2015 Incentive Plan. Our Board adopted the 2015 Incentive Plan, upon recommendation of our Compensation Committee, subject to stockholder approval at the Annual Meeting.

If the 2015 Incentive Plan is approved by stockholders, it will replace the Vitesse Semiconductor Corporation 2013 Incentive Plan, which we refer to in this proposal as the “Current Incentive Plan.” If stockholders approve the 2015 Incentive Plan, no new awards will be granted under the Current Incentive Plan. If stockholders do not approve the 2015 Incentive Plan, the Current Incentive Plan will remain available for new grants until it expires on January 14, 2023.

The 2015 Incentive Plan authorizes the issuance of a number of shares of our Common Stock equal to the sum of (i) 6,500,000 plus (ii) the number of shares of Common Stock that, immediately prior to stockholder approval of the 2015 Incentive Plan, remain available for issuance pursuant to new awards to be granted under the Current Incentive Plan. In addition to the new shares authorized for issuance under the 2015 Incentive Plan, the 2015 Incentive Plan also provides that shares subject to awards outstanding under the Current Incentive Plan, the 2010 Vitesse Semiconductor Corporation Incentive Plan (the “2010 Incentive Plan”) and the Vitesse Semiconductor Corporation 2001 Stock Incentive Plan (the “2001 Incentive Plan”) also may become available for issuance under the 2015 Incentive Plan to the extent that these shares cease to be subject to the awards (such as by expiration, cancellation or forfeiture of the awards). In the text of the 2015 Incentive Plan, we refer to the Current Incentive Plan, the 2010 Incentive Plan and the 2001 Incentive Plan as the “Prior Plans.” As of December 31, 2014, 783,948 shares were available for issuance under the Current Incentive Plan. No new awards will be made under the Current Incentive Plan following stockholder approval of the 2015 Incentive Plan. Our Board believes that these additional reserved shares are required in order for us to have an appropriate reserve of equity incentives to recruit, hire and retain the top talent that we will require to successfully execute our business strategy.

As of December 31, 2014, we had outstanding 68,426,192 shares of our Common Stock. If the 2015 Incentive Plan is approved by stockholders, the shares eligible for grant under the 2015 Incentive Plan will represent approximately 10.6% of our shares of Common Stock currently outstanding.

In addition to the new shares authorized for issuance under the 2015 Incentive Plan, shares subject to awards outstanding under the Prior Plans (of which there were 5,232,846 shares as of December 31, 2014) may become available for issuance under the 2015 Incentive Plan to the extent that these shares on or after the date of stockholder approval of the 2015 Incentive Plan, cease to be subject to the awards (such as by expiration, cancellation or forfeiture of the awards).

The principal features of the 2015 Incentive Plan are summarized below. This summary does not contain all information about the 2015 Incentive Plan. A copy of the complete text of the 2015 Incentive Plan is included as Annex A to this proxy statement, and the following description is qualified in its entirety by reference to the text of the 2015 Incentive Plan.

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DESCRIPTION OF THE 2015 INCENTIVE PLAN

Purpose

The purpose of the 2015 Incentive Plan is to attract, retain and motivate our employees, officers and directors by providing them with the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of our stockholders. The 2015 Incentive Plan also allows us to provide the same opportunity to consultants, agents, advisors, and independent contractors.

Administration

The Compensation Committee of our Board of Directors administers the 2015 Incentive Plan, except that our Board administers the 2015 Incentive Plan with respect to our non-employee directors. Our Board or the committee may delegate administration of the 2015 Incentive Plan in accordance with its terms. References to the “committee” in this Proposal Two are, as applicable, to the Compensation Committee, our Board or other delegate, including an officer of Vitesse authorized by our Board or Compensation Committee to make grants to certain eligible employees of Vitesse.

Eligibility

Awards may be granted under the 2015 Incentive Plan to employees, officers, directors, consultants, agents, advisors, and independent contractors of the Company and its subsidiaries and affiliates. As of December 31, 2014, approximately 230 employees and seven non-employee directors were eligible to receive awards under the 2015 Incentive Plan.

Number of Shares

The 2015 Incentive Plan authorizes the issuance of a number of shares of our Common Stock equal to the sum of (i) 6,500,000 plus (ii) the number of shares of Common Stock that, immediately prior to stockholder approval of the 2015 Incentive Plan, remain available for issuance pursuant to new awards to be granted under the Current Incentive Plan. In addition, shares subject to awards granted under the Prior Plans may again become available for awards under the 2015 Incentive Plan.

Any shares that are subject to appreciation awards (such as stock options and stock appreciation rights) shall be counted against the plan share limit on a 1-for-1 basis for every such share subject to appreciation awards. Any shares that are subject to full value awards (such as awards of stock, restricted stock and restricted stock units) shall be counted against the plan share limit at a ratio of 1.65 shares for every share subject to the full value award. Shares that cease to be subject to awards under the 2015 Incentive Plan and the Prior Plans, to the extent such shares again become available for awards under the 2015 Incentive Plan, will increase the shares available for issuance under the 2015 Incentive Plan at a ratio of 1.65 shares for every share subject to a full value award and on a 1-for-1 basis for every share subject to an appreciation award.

The following shares will be available again for issuance under the 2015 Incentive Plan:

• subject to the discussion in the bullet immediately below, if any award granted under the 2015 Incentive Plan or the Prior Plans expires or is terminated, surrendered or cancelled without having been fully exercised, is forfeited in whole or in part (including as a result of the Company’s contractual repurchase right), is settled in cash or otherwise results in any shares being forfeited or not being issued, the unused shares covered by such award are added back into the reserve of shares available for future awards under the 2015 Incentive Plan;

• shares withheld or tendered in connection with the exercise of a full value award (but not an appreciation award) or to satisfy tax withholding obligations of a full value award (but not an appreciation award) may be added back into the share reserve; and

• awards granted in assumption of or substitution for previously granted awards in acquisition transactions will not reduce the number of shares authorized for issuance under the 2015 Incentive Plan.

The maximum number of shares of Common Stock that may be issued pursuant to the exercise of incentive stock options is the same as the total number of shares authorized under the 2015 Incentive Plan.

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If any change in our stock occurs by reason of any stock dividend, stock split, spin-off, recapitalization, merger, consolidation, combination or exchange of shares, distribution to stockholders other than a normal cash dividend, or other change in our corporate or capital structure, the committee will make proportional adjustments to the maximum number and kind of securities (a) available for issuance under the 2015 Incentive Plan, (b) issuable as incentive stock options, (c) issuable to certain individuals subject to Code Section 162(m), and (d) subject to any outstanding award, including the per share price of such securities.

Types of Awards

The 2015 Incentive Plan permits the grant of any or all of the following types of awards.

Stock Options. The committee may grant either incentive stock options, which must comply with Code Section 422, or nonqualified stock options. The committee sets option exercise prices and terms, except that the exercise price of stock options granted under the 2015 Incentive Plan must be at least 100% of the fair market value of the Common Stock on the date of grant, except in the case of options granted in connection with assuming or substituting options in acquisition transactions. At the time of grant, the committee determines when stock options are exercisable and when they expire, except that the term of a stock option cannot exceed 10 years. Unless the committee otherwise determines, fair market value means, as of a given date, the closing price of our Common Stock on that date.

Stock Appreciation Rights (SARs). The committee may grant SARs as a right in tandem with the number of shares underlying stock options granted under the 2015 Incentive Plan or on a stand-alone basis. SARs are the right to receive payment per share of an exercised SAR in stock or cash, or a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over its fair market value on the date the SAR was granted. Exercise of an SAR issued in tandem with stock options will result in the reduction of the number of shares underlying the related SAR to the extent of the SAR exercised. The term of a stand-alone SAR cannot be more than 10 years, and the term of a tandem SAR will not exceed the term of the related option.

Stock Awards, Restricted Stock and Stock Units. The committee may grant awards of shares of Common Stock, or awards designated in units of Common Stock, under the 2015 Incentive Plan. These awards may be made subject to repurchase or forfeiture restrictions at the committee’s discretion. The restrictions may be based on continuous service with us or the achievement of specified performance criteria, as determined by the committee.

Performance Awards. The committee may grant performance awards in the form of performance shares or performance units. Performance shares are units valued by reference to a designated number of shares of Common Stock, and performance units are units valued by reference to a designated amount of cash. Either may be payable in stock or cash, or a combination of stock and cash, upon the attainment of performance criteria and other terms and conditions as established by the committee.

Other Stock or Cash-Based Awards. The committee may grant other incentives payable in cash or in shares of Common Stock, subject to the terms of the 2015 Incentive Plan and any other terms and conditions determined by the committee.

Repricing

The 2015 Incentive Plan prohibits the committee, without stockholder approval, from lowering the price of an option or SAR after it is granted, except in connection with adjustments provided under the 2015 Incentive Plan, taking any other action that is treated as a repricing under generally accepted accounting principles, or canceling an option or SAR at a time when its strike price exceeds the fair market value of the underlying stock, in exchange for cash, another option, restricted stock or units, or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off, or other similar corporate transaction.

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Performance-Based Compensation under Code Section 162(m)

Performance Goals and Criteria. If the committee intends to qualify an award under the 2015 Incentive Plan as “qualified performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), the performance goals selected by the committee may be based on the attainment of specified levels of one, or any combination, of the following performance criteria for the Company as a whole or any business unit, as reported or calculated by the Company: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, extraordinary items, restructuring charges, or other expenses); revenues; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation; total stockholder return; cost control; strategic initiatives; market share; net income; return on invested capital; improvements in capital structure; or customer satisfaction, employee satisfaction, services performance, subscriber, cash management, or asset management metrics.

The performance goals also may be based on the achievement of specified levels of performance for the Company as a whole or any business unit or applicable affiliate under one or more of the performance goals described above relative to the performance of other corporations.

The committee may provide in any award that any evaluation of performance may include or exclude any of the following events that occur during a performance period: asset write-downs; litigation or claim judgments or settlements; the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results; any reorganization and restructuring programs; extraordinary nonrecurring items as described in Accounting Standards Codification 225-20; and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s Annual Report to Stockholders for the applicable year, acquisitions or divestitures, foreign exchange gains and losses, and gains and losses on asset sales.

Adjustments and Certification. The committee may adjust the amount payable pursuant to an award under the 2015 Incentive Plan that is intended to qualify as “performance-based compensation” under Section 162(m) downward, but not upward. The committee may not waive the achievement of performance goals related to an award except in the case of a participant’s death or disability. Section 162(m) requires that the committee certify that performance goals were achieved before the payment of the “performance-based compensation.”

Limitations. Subject to certain adjustments, participants who are granted awards intended to qualify as “performance-based compensation” under Section 162(m) may not be granted awards, other than performance units, for more than 600,000 shares of Common Stock in any calendar year, except that additional awards for up to 600,000 shares may be granted to newly hired or promoted individuals in any calendar year. The maximum dollar value payable to any participant with respect to performance units or other awards payable in cash that are intended to qualify as “performance-based compensation” cannot exceed $3,000,000 in any calendar year.

Change of Control

Under the 2015 Incentive Plan, unless otherwise provided in a written employment, services or other agreement between the participant and us, in the event of a change of control:

• Upon certain changes of control, such as specified reorganizations, mergers or consolidations, the awards will become fully and immediately exercisable, and all applicable deferral and restriction limitations or forfeiture provisions will lapse, only if and to the extent the awards are not converted, assumed or replaced by a successor company. Except for such specified types of changes of control, all outstanding awards, other than performance shares and performance units, will become fully and immediately exercisable and all applicable deferral and restriction limitations or forfeiture provisions will lapse, immediately prior to the change of control and the awards will terminate at the effective time of the change of control.

• All performance shares and performance units will be payable based on targeted performance being attained as of the effective date of the change of control and will be paid in accordance with the payout schedule for the award.

• In the event of certain reorganizations, mergers or consolidations, the committee may, in its discretion, instead provide that a participant’s outstanding awards will be cashed out.

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Definition of Change of Control. Unless otherwise defined for purposes of an award in a written employment, services or other agreement between a participant and us, a change of control of the Company generally means the occurrence of any of the following events:

• an acquisition by any individual, entity or group of beneficial ownership of 40% or more of either (a) the then outstanding shares of Common Stock or (b) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (excluding generally any acquisition directly from the Company, any acquisition by the Company, any acquisition by any employee benefit plan of the Company or an affiliate, or the completion of a reorganization, merger or consolidation, or sale or other disposition of all or substantially all of the assets of the Company pursuant to which specific requirements are met);

• a change in the composition of the board of directors in any two-year period with the result that the incumbent board members cease to constitute at least a majority of the board (not including directors whose election, or nomination for election by stockholders, was approved by a majority of the incumbent board); or

• completion of specified reorganizations, mergers or consolidations, or other disposition of all or substantially all of the assets of the Company.

Amendment and Termination

The Board of Directors or the committee may amend the 2015 Incentive Plan, except that if any applicable statute, rule or regulation requires stockholder approval for an amendment to the 2015 Incentive Plan, then to the extent so required, stockholder approval will be obtained. The Board or the committee may also suspend or terminate all or any portion of the 2015 Incentive Plan at any time, but any suspension or termination may not, without a participant’s consent, materially adversely affect any rights under any outstanding award. Unless sooner terminated by our Board or committee, the 2015 Incentive Plan will terminate on the tenth anniversary of the date it is approved by our stockholders.

U.S. Federal Income Tax Information

The following is a brief summary of the U.S. federal income tax consequences of the 2015 Incentive Plan generally applicable to us and to participants in the 2015 Incentive Plan who are subject to U.S. federal taxes. The summary is based on the Code, applicable Treasury Regulations and administrative and judicial interpretations thereof, each as in effect on the date of this proxy statement and is, therefore, subject to future changes in the law, possibly with retroactive effect. The summary is general in nature and does not purport to be legal or tax advice. Furthermore, the summary does not address issues relating to any U.S. gift or estate tax consequences or the consequences of any state, local or foreign tax laws.

Nonqualified Stock Options. A participant generally will not recognize income upon the grant or vesting of a nonqualified stock option with an exercise price at least equal to the fair market value of our Common Stock on the date of grant and no additional deferral feature. When a nonqualified stock option is exercised, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the option on the date of exercise and the option exercise price. When a participant sells the shares, the participant will have short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the greater of the fair market value of the shares on the exercise date or the option exercise price.

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Incentive Stock Options. A participant generally will not recognize income upon the grant of an incentive stock option. If a participant exercises an incentive stock option during employment as an employee or within three months after his or her employment ends (12 months in the case of permanent and total disability), the participant will not recognize income at the time of exercise for regular U.S. federal income tax purposes (although the participant generally will recognize income for alternative minimum tax purposes at that time as if the option were a nonqualified stock option). If a participant sells or otherwise disposes of the shares acquired upon exercise of an incentive stock option after the later of (a) one year from the date the participant exercised the option and (b) two years from the grant date of the option, the participant generally will recognize long-term capital gain or loss equal to the difference between the amount the participant received in the disposition and the option exercise price. If a participant sells or otherwise disposes of shares acquired upon exercise of an incentive stock option before these holding period requirements are satisfied, the disposition will constitute a “disqualifying disposition,” and the participant generally will recognize taxable ordinary income in the year of disposition equal to the excess of the fair market value of the shares on the date of exercise over the option exercise price (or, if less, the excess of the amount realized on the disposition of the shares over the option exercise price). The balance of the participant’s gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.

With respect to both nonqualified stock options and incentive stock options, special rules apply if a participant uses shares of Common Stock already held by the participant to pay the exercise price.

Stock Appreciation Rights. A participant generally will not recognize income upon the grant or vesting of an SAR with a grant price at least equal to the fair market value of our Common Stock on the date of grant and no additional deferral feature. Upon the exercise of an SAR, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the difference between the fair market value of the shares underlying the SAR on the date of exercise and the grant price of the SAR.

Unrestricted Stock Awards. Upon receipt of an unrestricted stock award, a participant generally will recognize compensation taxable as ordinary income in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid by the participant with respect to the shares.

Restricted Stock Awards. Upon receipt of a restricted stock award, a participant generally will recognize compensation taxable as ordinary income when the shares cease to be subject to restrictions in an amount equal to the excess of the fair market value of the shares at such time over the amount, if any, paid for the shares. Instead of postponing the federal income tax consequences of a restricted stock award until the restrictions lapse, a participant may elect to recognize compensation taxable as ordinary income in the year of the award in an amount equal to the fair market value of the shares at the time of receipt. This election is made under Section 83(b) of the Code. In general, a Section 83(b) election is made by filing a written notice with the Internal Revenue Service within 30 days of the date of grant of the restricted stock award for which the election is made and must meet certain technical requirements.

The tax treatment of a subsequent disposition of restricted stock will depend upon whether a participant has made a timely and proper Section 83(b) election. If a participant makes a timely and proper Section 83(b) election, when the participant sells the restricted shares, the participant generally will recognize short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant receives from the sale and the tax basis of the shares sold. If no Section 83(b) election is made, any disposition after the restriction lapses generally will result in short-term or long-term capital gain or loss, as the case may be, equal to the difference between the amount the participant received from the sale and the tax basis of the shares sold. The tax basis of the shares generally will be equal to the amount, if any, the participant paid for the shares plus the amount of taxable ordinary income recognized either at the time the restrictions lapsed or at the time of the Section 83(b) election, if an election was made. If a participant has to forfeit the shares to us (e.g., upon the participant’s termination prior to expiration of the restriction period), the participant may not claim a deduction for the amount of compensation income recognized as a result of making the Section 83(b) election, and the participant generally will have a capital loss equal to the amount, if any, paid for the shares.

Restricted Stock Units. A participant generally will not recognize income at the time a stock unit is granted. When any part of a stock unit is issued or paid, the participant generally will recognize compensation taxable as ordinary income at the time of such issuance or payment in an amount equal to the then fair market value of any shares, cash or property the participant receives.

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Performance Shares and Performance Units. A participant generally will not recognize income upon the grant of performance shares or performance units. Upon the distribution of cash, shares or other property to the participant pursuant to the terms of the performance shares or units, the participant generally will recognize compensation taxable as ordinary income equal to the excess of the amount of cash or the fair market value of any property transferred to the participant over any amount paid by the participant with respect to the performance shares or units.

Tax Consequences to the Company. In the foregoing cases, we generally will be entitled to a deduction at the same time and in the same amount as a participant recognizes ordinary income, subject to certain limitations imposed under the Code.

Code Section 409A. We intend that awards granted under the 2015 Incentive Plan comply with, or otherwise be exempt from, Code Section 409A, but make no representation or warranty to that effect.

Code Section 162(m). Under Code Section 162(m), we are generally prohibited from deducting compensation paid to “covered employees” in excess of $1,000,000 per person in any year. “Covered employees” are defined as the principal executive officer and any one of the three highest paid executive officers (other than the principal executive officer or the principal financial officer) as of the close of the applicable taxable year. Compensation that qualifies as “performance-based” is excluded for purposes of calculating the amount of compensation subject to the $1,000,000 limit. In general, one of the requirements that must be satisfied to qualify as performance-based compensation under Code Section 162(m) is that the material terms of the performance goals under which the compensation may be paid must be disclosed to and approved by a majority vote of our stockholders. Accordingly, stockholder approval of the 2015 Incentive Plan is necessary to ensure that we have the ability to exclude taxable compensation attributable to stock options, stock appreciation rights and performance-based awards under the 2015 Incentive Plan that are intended to qualify as “qualified performance-based compensation” under Code Section 162(m) from the limits on tax deductibility imposed by Section 162(m).

Tax Withholding. We are authorized to deduct or withhold from any award granted or payment due under the 2015 Incentive Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares of Common Stock or otherwise settle an award under the 2015 Incentive Plan until all tax withholding obligations are satisfied.

Plan Benefits

We have adopted a program that provides for the automatic grant of RSUs to non-employee directors of Vitesse under the Current Incentive Plan. If approved, we will continue this program for the 2015 Incentive Plan.

Initial Awards. Upon a non-employee director’s initial election or appointment to our Board, the director is automatically granted an RSU for 14,000 shares of our Common Stock on the date of grant, which vests in three equal annual installments, so long as the director is providing continuous service on our Board.

Annual Awards. Each year on the second Monday in January, each non-employee director who is then serving on our Board is automatically granted an RSU for 16,500 shares of our Common Stock, which RSU vests in full on the first anniversary of the date of grant; provided, however, that if a director initially becomes a non-employee director after the date of the previous year’s annual grant, such director shall receive a pro-rated annual award based on the portion of the immediately preceding year during which he or she served as a non-employee director. The next scheduled annual award of RSUs to our non-employee directors (currently Messrs. Frey, Hanson, Hugar, Jarvis, Rogas and Traub; Mr. Martin has declined receiving Board compensation) will occur on Monday, January 12, 2015.

With the exception of automatic awards to non-employee directors, all awards to employees, officers, directors, and consultants under the 2015 Incentive Plan will be made at the discretion of the committee. Therefore, the benefits and amounts that will be received or allocated under the 2015 Incentive Plan are not determinable at this time. However, please refer to the description of grants made to our named executive officers in the last fiscal year described in the “Grants of Plan-Based Awards in Fiscal Year 2014” table. Grants made to our non-employee directors in the last fiscal year are described in the “Director Compensation” section. The closing price of our Common Stock, as reported on the NASDAQ Global Market on September 30, 2014, was $3.60 per share.

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Equity Compensation Plan Information

The following table provides information as of September 30, 2014, concerning securities authorized for issuance under our equity compensation plans:

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted average exercise price of outstanding options, warrants and rights(3)		Number of securities remaining available for future issuance
Equity compensation plans approved by security holders(1)	5,240,586	.(2)	$	7.05	1,906,926	.(4)
Equity compensation plans not approved by security holders(5)	27,540		51.06		—
Total	5,268,126				1,906,926

________________________________________________

(1) Consists of the 2013 Incentive Plan and the Prior Plans. No additional awards are being made under the Prior Plans.

(2) Includes 2,327,864 RSUs, which do not have an exercise price.

(3) Consists of the weighted average exercise price for stock options only.

(4) Consists of shares of our common stock reserved for issuance under the 2013 Incentive Plan. Shares available for issuance under the 2013 Incentive Plan can be granted pursuant to stock options, stock appreciation rights, restricted stock or units, performance units, performance shares and any other stock based award selected by the Compensation Committee.

(5) Consists of the Vitesse International Inc. 1999 International Stock Option Plan, which was adopted in 1999 to provide for the grant to international employees of incentive stock options and the assumption of options under plans of foreign subsidiaries. The Vitesse International Inc. 1999 International Stock Option Plan expired on October 31, 2009. No additional options may be granted under the 1999 International Stock Option Plan.

Shares Available for Grant under Company Plans

The following table provides the number of shares outstanding and the number of shares available for future grant under all Company plans as of December 31, 2014:

Number of Stock Options Outstanding	2,781,177
Weighted Average Exercise Price	$	5.01
Weighted Average Remaining Contractual Life (in years)	7.08
Number of Full-Value Stock Awards Outstanding	2,451,669
Number of Shares Remaining for Future Grant:
2013 Incentive Plan	783,948
Common Shares Outstanding (as of December 31, 2014)	68,426,192

As of December 31, 2014, a total of 783,948 shares were available for future grant under the Company plan identified above. Together with the 6,500,000 newly authorized shares, a total of 7,283,948 shares will be available for issuance under the Plan; this amount is subject to adjustment in accordance with the Plan to reflect shares forfeited or lapsed without delivery of shares between December 31, 2014 and the date of the Annual Meeting. If the Plan is approved, there will be no shares remaining available for grant under any other Company plans or programs.

The following table sets forth information regarding awards granted and earned for each of the last three fiscal years.

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	Years Ended September 30,
	2014	2013	2012
Time-Based Stock Options Granted	514,000	464,220	401,182
Performance-Based Stock Options Earned/Vested	—	—	—
Time-Based Restricted Share and Restricted Share Units Granted	1,600,474	1,527,505	1,258,075
Performance-Based Restricted Share and Restricted Share Units Earned	—	—	—
Weighted Average Basic Common Shares Outstanding During the Fiscal Year	60,887,000	40,311,000	25,121,000

Vote Required

The approval of the 2015 Incentive Plan will require the affirmative vote of a majority of the shares of Common Stock present or represented and entitled to vote at the Annual Meeting with respect to such proposal. See “Information Concerning Solicitation and Voting-Quorum; Abstentions; Broker Non-Votes.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL OF THE VITESSE SEMICONDUCTOR CORPORATION 2015 INCENTIVE PLAN.

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PROPOSAL THREE

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”), we are required to include in this proxy statement and present at the Annual Meeting a non-binding stockholder vote to approve the compensation of our executives, as described in this proxy statement, pursuant to the compensation disclosure rules of the SEC. This proposal, commonly known as a “say on pay” vote, gives stockholders the opportunity to endorse or not endorse the compensation of our executives as disclosed in this proxy statement. This proposal will be presented at the Annual Meeting as a resolution in substantially the following form:

RESOLVED, that the stockholders approve the compensation of the Company’s executives, as disclosed in the Compensation Discussion and Analysis, the compensation tables and related narrative disclosure in the Company’s proxy statement for the Annual Meeting.

This vote will not be binding on our Board of Directors and may not be construed as overruling a decision by our Board or creating or implying any change to the fiduciary duties of our Board. The vote will not affect any compensation previously paid or awarded to any executive. The Compensation Committee and the Board may, however, take into account the outcome of the vote when considering future executive compensation arrangements.

The purpose of our compensation programs is to attract and retain experienced, highly-qualified executives critical to our long-term success and enhancement of stockholder value.

Required Vote

Endorsement of the compensation of our executive officers will require the affirmative vote of a majority of the shares of Common Stock present or represented and entitled to vote at the Annual Meeting with respect to such proposal. See “Information Concerning Solicitation and Voting-Quorum, Abstentions, Broker Non-Votes, Required Votes.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” ENDORSEMENT OF THE COMPENSATION OF OUR EXECUTIVE OFFICERS.

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PROPOSAL FOUR

ADVISORY VOTE ON THE FREQUENCY OF

AN ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Act, in addition to providing stockholders with the opportunity to cast an advisory vote on executive compensation, we are required this year to include in this proxy statement and present at the Annual Meeting a non-binding stockholder vote on whether an advisory vote on executive compensation should be held every year, every two years or every three years.

The Board believes that holding an advisory vote on executive compensation every year is the optimal interval for conducting and responding to a “say on pay” vote, so that stockholders may annually express their views on Vitesse’s executive compensation program.

Stockholders have the opportunity to choose among four options (holding the advisory vote on executive compensation every year, every two years, every three years, or abstaining) and, therefore, stockholders will not be voting to approve or disapprove the Board’s recommendation.

Although this advisory vote on the frequency of the “say on pay” vote is nonbinding, the Board and the Compensation Committee may take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR A “SAY ON PAY” FREQUENCY OF “EVERY YEAR”.

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PROPOSAL FIVE

RATIFICATION OF SELECTION OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board has selected BDO USA, LLP, an independent registered public accounting firm, to audit our financial statements for the fiscal year ending September 30, 2015, and recommends that stockholders vote for ratification of such appointment. BDO USA, LLP has audited our financial statements since the fiscal year ended September 30, 2008. Although ratification by stockholders is not required by law, the Audit Committee has determined that it is desirable to request ratification of this selection by the stockholders as a matter of good corporate practice. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the fiscal year if the Audit Committee believes that such a change would be in the best interest of Vitesse and its stockholders. If the stockholders do not ratify the appointment of BDO USA, LLP, the Audit Committee may reconsider its selection.

Representatives of BDO USA, LLP are expected to be present at the Annual Meeting and will be afforded the opportunity to make a statement if they desire to do so. The representatives of BDO USA, LLP are also expected to be available to respond to appropriate questions.

Audit Fees Paid to BDO USA, LLP

Audit fees paid to BDO USA, LLP, our independent registered public accounting firm, were $644,706 and $683,456 for the fiscal years ended September 30, 2014 and 2013. Audit fees relate to professional services rendered in connection with the audit of our annual financial statements and the audit of internal controls and the related management assessment of internal controls, quarterly review of financial statements included in our Quarterly Report on Form 10-Q, and audit services provided in connection with other statutory and regulatory filings. For the fiscal years ended September 30, 2014 and 2013, audit fees included $88,591 and $119,767, respectively, of accounting advisory services related primarily to the issuance of comfort letters in connection with our issuance of Common Stock. There were no audit-related fees, tax fees or other fees billed by BDO USA, LLP during the fiscal years ended September 30, 2014 and 2013.

Approval Procedures

The Audit Committee, at its sole discretion, pre-approved and reviewed audit and non-audit services performed by our independent registered public accounting firm, as well as the fees charged for such services. Requests for approval are considered at each regularly scheduled Audit Committee meeting or, if necessary, are approved by the unanimous consent of all members of the Audit Committee. In its pre-approval and review of non-audit service fees, the Audit Committee considers, among other factors, the possible effect of the performance of such services on the auditors’ independence. The Audit Committee considered and pre-approved all services rendered during fiscal years 2014 and 2013.

Vote Required

The approval of the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2015, will require the affirmative vote of a majority of the shares of Common Stock present or represented and entitled to vote at the Annual Meeting with respect to such proposal. See “Information Concerning Solicitation and Voting - Quorum, Abstentions, Broker Non-Votes, Required Votes.”

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” RATIFICATION OF THE SELECTION OF BDO USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership of our Common Stock with respect to:

• Each person who is known to us to be the beneficial owner of more than five percent (5%) of our outstanding Common Stock;

• Each of our directors and nominees;

• Each of our named executive officers; and

• All of our directors and executive officers as a group.

This information is as of December 31, 2014, except for information on greater than five percent (5%) stockholders. Amounts reported under “Number of Shares of Common Stock Beneficially Owned” include the number of shares subject to stock options and RSUs that become exercisable or vest within 60 days of December 31, 2014 (which shares are shown in the columns to the right). Unless otherwise indicated, the persons named in this table have sole voting and sole investment power with respect to all shares shown as beneficially owned, subject to community property laws where applicable. Unless otherwise indicated, the address of each person listed is c/o Vitesse Semiconductor Corporation, 4721 Calle Carga, Camarillo, California 93012.

	Number of Shares of Common Stock Beneficially Owned (1)	Percent of Class (2)		Number of Shares Subject to Options Exercisable Within 60 Days	Number of Shares Subject to RSUs That Vest Within 60 Days
Directors, Nominees and Named Executive Officers:
Matthew B. Frey	17,042	*		—	12,375
Christopher R. Gardner	831,118	1.2	%	372,100	—
Steven P. Hanson	94,170	*		7,750	13,500
James H. Hugar	107,706	*		5,750	13,500
Scot B. Jarvis	98,088	*		—	13,500
William C. Martin (3)	14,321,127	20.9	%	—	—
Martin S. McDermut	337,342	*		123,000	—
Dr. Martin C. Nuss	223,302	*		97,550	—
Edward Rogas, Jr.	108,356	*		6,000	13,500
Kenneth H. Traub	107,242	*		—	12,375
Directors and officers as a Group (10 persons) (4)	16,245,493	23.5	%	612,150	78,750
Greater Than 5% Stockholders:
Raging Capital Master Fund, Ltd. (5)	14,321,127	20.9	%	—	—
Rima Senvest Management, LLC (6)	5,443,471	8.0	%	—	—
Kopp Investment Advisors, LLC and affiliates (7)	5,525,771	8.1	%	—	—

________________________________________________

* Less than 1%.

(1) Beneficial ownership is determined in accordance with the rules of the SEC that deem shares to be beneficially owned by any person who has or shares voting or investment power with respect to such shares. Shares of Common Stock that presently, or within 60 days of the date of this information, may be acquired by a holder upon exercise of options or that vest under restricted stock units, are deemed outstanding for purposes of computing the percentage ownership of the person holding such securities, but are not deemed outstanding for computing the percentage ownership of any other person. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of Common Stock actually outstanding at December 31, 2014.

(2) Based on 68,426,192 shares of Common Stock outstanding as of December 31, 2014.

(3) Consists of shares of Common Stock owned by Raging Capital Master Fund, Ltd. Mr. Martin is the Chairman, Chief Investment Officer and Managing Member of Raging Capital Management, LLC, the Investment Manager of Raging Capital Master Fund, Ltd., and shares voting and dispositive power over the shares of our Common Stock owned by Raging Capital Master Fund, Ltd.

(4) Includes 14,321,127 shares of common stock owned by Raging Capital Master Fund, Ltd. over which Mr. Martin shares voting and dispositive power.

(5) Raging Capital Master Fund, Ltd., Raging Capital Management, LLC, and William C. Martin, collectively, beneficially own and report shared voting and dispositive power over the shares of our Common Stock owned by Raging Capital Master Fund, Ltd. The mailing address for Raging Capital Master Fund, Ltd. is Ten Princeton Avenue, P.O. Box 228, Rocky Hill, NJ 08553.

(6) As of December 31, 2014, based on information set forth in a Schedule 13G/A filed with the SEC on February 13, 2014 by Rima Senvest Management, LLC, Richard Mashaal and Senvest Master Fund, L.P. The mailing address for Rima Senvest Management, LLC is 110 East 55th Street, Suite 1600, New York, NY 10022.

(7) As of December 31, 2014, based on information set forth in a Schedule 13D/A filed with the SEC on September 5, 2014 by Kopp Investment Advisors, LLC (“KIA”), Kopp Holding Company, LLC (“KHCLLC”), and LeRoy C. Kopp. KIA is an investment advisor managing discretionary accounts owned by numerous third-party clients; KHCLLC is a holding company, and the parent company of KIA, engaged in the investment industry, and Mr. Kopp is serving as the sole governor, chairman, president, and chief investment officer of KIA and KHCLLC. The mailing address for Kopp Investment Advisors, LLC is 8400 Normandale Lake Blvd., Suite 1450, Bloomington, MN 55437.

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EXECUTIVE OFFICERS

Set forth below is information regarding our executive officers, other than Christopher R. Gardner, our President and Chief Executive Officer, for whom information is set forth above in Proposal One under “Nominees’ Principal Occupation, Business Experience and Qualifications.”

Martin S. McDermut, age 63, was appointed our Chief Financial Officer on July 27, 2011, and Corporate Secretary in December 2014. Prior to joining Vitesse, Mr. McDermut provided chief financial officer and interim management advisory services since 2007. From January 2009 to July 2011, Mr. McDermut served as Managing Director of Avant Advisory Group, a financial advisory and management consulting firm to entrepreneurial and middle market companies. From May to November 2010, Mr. McDermut was the Interim Chief Financial Officer of IRIS International, Inc., a publicly traded diagnostic medical equipment manufacturer. Prior to joining Avant Advisory Group, from October 2007 to December 2008, Mr. McDermut provided financial and management consulting services to various clients as principal of his own financial consulting firm. Prior to this role, his career included chief financial officer positions at publicly traded, entrepreneurial and early-stage companies. Mr. McDermut also worked for the certified public accounting and consulting firm Coopers & Lybrand L.L.P. (now known as PricewaterhouseCoopers LLP) where he was a partner and the practice leader of the firm’s Los Angeles Entrepreneurial Advisory Services Group. Mr. McDermut is a Certified Public Accountant, Certified Merger & Acquisitions Advisor, Certified Insolvency and Restructuring Advisor, and Certified Fraud Specialist. He holds a BA degree in economics from the University of Southern California and an MBA degree in finance and accounting from the University of Chicago.

Dr. Martin C. Nuss, age 57, was appointed our Vice President, Technology and Strategy in November 2007. Prior to joining Vitesse, Dr. Nuss served as Vice President and Chief Technology Officer of the Optical Ethernet Group of Ciena Corporation, a network infrastructure solutions and intelligent software provider. Prior to Ciena, Dr. Nuss founded the Carrier Ethernet pioneer Internet Photonics in 2000, and served as its Chief Technology Officer until the company was acquired by Ciena in 2004. Dr. Nuss also served 15 years at Bell Laboratories in various technical and management roles including Director of the Optical Data Networks Research Department. He is a Fellow of the Optical Society of America and a member of IEEE, and currently serves on the Board of Directors of the Alliance of Telecommunications Industry Solutions (ATIS).Dr. Nuss holds a doctorate in applied physics from the Technical University in Munich, Germany.

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COMPENSATION DISCUSSION AND ANALYSIS

Compensation Philosophy and Objectives

Vitesse’s compensation philosophy is to pay our executive officers a reasonable and competitive base salary, to reward their achievements during the previous fiscal year, and to incentivize their performance in future years. Our overall compensation goal is to establish and administer an executive compensation program that effectively attracts and retains highly-skilled executive officers, enhances stockholder value, motivates technological innovation, and rewards executive officers who contribute to the Company’s long-term success.

We attempt to achieve these objectives by offering a compensation program comprised of base salary, annual cash incentive awards and equity-based compensation. We use all three components of compensation in an effort to create a balanced compensation package that provides adequate incentives for outstanding performance without creating undue incentives for excessive risk taking by our executives.

Our executive compensation strategy is to provide compensation opportunities at the 50^th to 75^th percentiles of market, depending on the compensation component and assuming acceptable levels of performance achievement. Specifically, we:

• Target base salary levels at the market 50^th percentile in aggregate;

• Provide target bonus opportunities to earn between the market 50^th and 60^th percentiles of total cash compensation (base salary plus annual cash bonus) for achieving key business objectives and results; and

• Grant long-term incentives annually such that total direct compensation (total cash plus long-term incentive) is positioned at the market 50^th percentile, if performance objectives are achieved.

As part of our compensation strategy, we monitor our compensation mix relative to market. We generally design our compensation program with the intent of providing a compensation mix (i.e., distribution between elements) similar to the market.

Over the past several years, the compensation for our executive officers has been between the 25^th and 50^th percentiles of market, well below our objective of providing opportunities at the 50^th to 75^th percentiles of market. To align with our initiatives to decrease expenses to improve profitability, we have held base salaries constant at levels that now are generally near the 25^th percentile of market, and have targeted bonus opportunities for the executive officers to more closely approximate between the 25^th and 50^th percentiles of market. While our overall compensation philosophy has not changed, the actual compensation opportunities for our executive officers have not kept pace with our compensation objectives. We will begin to increase the base salaries and target bonus opportunities for our executive officers in fiscal year 2015, with the intent of aligning our actual compensation practices with our stated objectives over the next several years.

Compensation Governance Practices

The following compensation policies and practices were in effect during fiscal year 2014:

• Independent Committee and Consultant. The Compensation Committee is comprised solely of independent directors. Additionally, the Compensation Committee’s independent compensation consultant is retained directly by the Compensation Committee and performs no other services for our management.

• Stock Ownership Guidelines. We have adopted stock ownership guidelines for our directors and, commencing in fiscal year 2015, our executive officers.

• Performance Based Compensation. Payment of cash bonuses to our named executive officers depends on the financial performance of Vitesse, and vesting of a portion of the named executive officers’ fiscal year 2014 equity compensation awards requires that our stock price double from the price at the time of grant.

• Double-Trigger Change in Control Provisions. All change-in-control payments and benefits are based on a “double-trigger” arrangement that require both a change-in-control of Vitesse plus a qualifying termination of employment before payments and benefits are paid.

• Limited Perquisites. We provide only limited perquisites and other personal benefits to our executive officers.

• No Pledging or Short-Sales. Our insider trading policy prohibits the use of our Common Stock as collateral of any loan, and no officer or director may ever make a short sale of our Common Stock.

• Compensation Recovery Policy. Our employment agreements with Messrs. Gardner and McDermut contain provisions that allow us to recover any cash or equity­based incentive compensation paid to the executive officer in the event that the payment was predicated upon the achievement of certain financial results that were subsequently the subject of a financial restatement, as described more fully below.

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• Prohibition of Repricings and other Beneficial Equity Plan Features. Our equity incentive plan prohibits repricings and cash buyouts of underwater stock options and SARs without the approval of stockholders, does not contain an evergreen feature providing for the automatic increase in available shares, and does not provide for the grant of reload options.

• No Tax Gross Up Provisions. We do not provide any tax reimbursement payments (including “gross-ups”) on any severance or change-in-control payments or benefits.

• Risk Analysis. Compensation programs are structured to avoid inappropriate risk taking by our executives, and all employees, by having the appropriate pay philosophy, peer group and market positioning to support reasonable business objectives. As a result, the Compensation Committee has concluded that the risks arising from our employee compensation program are reasonable, in the best interest of our stockholders, and not likely to have a material adverse effect on Vitesse.

Recent Developments in our Executive Compensation Practices

Our Compensation Committee regularly evaluates our compensation practices, to ensure that our executive compensation programs are consistent with our stated objectives. Our Compensation Committee also recognizes market-wide concerns over companies’ accountability to stockholders in their executive compensation programs, and public companies like Vitesse are now required to hold an advisory vote on compensation practices for executive officers (commonly referred to as a “say on pay” proposal). Our Compensation Committee will evaluate whether to make changes to our compensation programs to the extent necessary to align the programs with our compensation objectives and to address market-wide or Company-specific concerns about our executive compensation program.

During fiscal year 2014, the Compensation Committee implemented the following changes to our executive compensation programs:

Performance-Based Stock Options. We granted our named executive officers performance-based stock option awards for an aggregate of 237,500 shares that comprise approximately one-third of the total long-term equity incentive shares granted to these recipients during fiscal year 2014. The performance-based stock options vest, if at all, in their entirety if prior to December 10, 2018 (i) the closing price of our Common Stock equals or exceeds twice the exercise price of $2.53 for 30 consecutive trading days or (ii) a change in control of Vitesse occurs where our stockholders receive in consideration of their shares of Common Stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. The Compensation Committee awarded performance-based stock options in an effort to improve the link between long-term incentives and operating performance as measured by our stock price.

Modification of Bonus Plans. For fiscal year 2014, we modified the cash bonus plans applicable to our named executive officers and other senior executives to eliminate the requirement that Vitesse achieve a minimum level of Adjusted EBITDA as a condition to the payment of any bonuses under the plans. In prior years, if Vitesse failed to achieve a minimum level of Adjusted EBITDA, plan participants were not eligible to receive a cash bonus irrespective of their individual performance during the applicable fiscal year. The Compensation Committee determined to eliminate this Company-wide financial condition to the payment of annual bonuses based in part on our improved financial condition and also to more closely align individual performance with cash bonus awards. Adjusted EBITDA remains a criterion in determining the amount of bonus a participant is eligible to receive.

2014 “Say on Pay” Proposal Voting Results

We are required to hold an advisory vote on compensation practices for executive officers (commonly referred to as a “say on pay” proposal). Our stockholders voted on a “say on pay” proposal at our 2014 Annual Meeting of Stockholders, and we have included a “say on pay” proposal in this proxy statement (Proposal Three) for action at this year’s Annual Meeting. Our Compensation Committee will consider the results of voting on our “say on pay” proposal as part of its evaluation of whether to make changes to our compensation programs to the extent necessary to align the programs with our compensation objectives and to address market-wide or Company-specific concerns about our executive compensation program. Our stockholders overwhelmingly supported our executive compensation practices at the 2014 Annual Meeting of Stockholders, with 99.2% of the shares voting on the proposal voting in favor of the compensation of our executive officers.

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Determining Executive Compensation

The Compensation Committee of our Board of Directors is primarily responsible for determining the annual salaries and other compensation of executive officers. The Compensation Committee has adopted a general approach of compensating executives with cash salaries commensurate with the experience and expertise of the executive and competitive with median salaries paid to executives at comparable companies. To reward executives for their contributions to the achievement of Company-wide performance goals, incentive target bonus awards are established at a level designed to ensure that when such payouts are added to the executive’s base salary, the target total compensation for meeting performance expectations will be near the median at comparable companies (with above-median compensation opportunities for exceeding performance goals). In addition, to align our executives’ compensation with our business strategies, values and management initiatives, both short- and long-term, executive officers are provided with long-term performance incentives.

We also consider the compensation levels of executive officers at other publicly traded companies. We have collected information regarding compensation levels at other companies over the last several years from a variety of sources, including proxy statements, compensation reports and surveys published or prepared by compensation consulting firms. Using this information, we generally establish compensation levels (including salary, cash bonus and equity-based compensation) comparable to the median compensation levels of our counterparts at comparable companies.

The Chief Executive Officer makes compensation recommendations for named executive officers (other than the Chief Executive Officer) and other senior executives. He actively participates in the annual executive compensation assessment (other than for the Chief Executive Officer position). In developing his recommendations, the Chief Executive Officer takes into account a number of factors, including individual performance and contribution level, current compensation relative to market, past awards, compensation level relative to internal peer positions, and internal compensation expense budgets. The Chief Executive Officer does not attend executive sessions of our Board or meetings where his own compensation is being determined.

At the beginning of each fiscal year, the Chief Executive Officer in consultation with the Compensation Committee develops management performance objectives for the named executive officers (other than the Chief Executive Officer) and assigns weights to each objective. The Compensation Committee develops management performance objectives for the Chief Executive Officer at the beginning of each fiscal year. The performance objectives and relative weights differ from year-to-year depending on our priorities. At the conclusion of each fiscal year, the Chief Executive Officer in consultation with the Compensation Committee evaluates the named executive officers’ (other than the Chief Executive Officer) actual performance against the pre-established objectives to determine compensation awards for the named executive officers. The Compensation Committee conducts a similar evaluation of the Chief Executive Officer’s actual performance against his pre-established objectives and determines the Chief Executive Officer’s compensation award.

Compensation Consultants and Data

The Compensation Committee has the authority to engage the services of one or more independent compensation consultants to provide advice on executive compensation matters. The Compensation Committee has the discretion to hire and fire the compensation consultant, as described in the Compensation Committee’s charter. The Compensation Committee determines the scope of the consultant’s engagement and compensation for the consultant’s services. The compensation consultant may not provide any services to Vitesse other than advice on compensation matters, and works with management only at the request and subject to the oversight of the Compensation Committee. Management reviews consultant invoices, and approves and remits payment in accordance with the terms of the engagement.

During fiscal year 2014, the Compensation Committee engaged independent compensation consultant Radford to conduct a detailed assessment of our compensation programs for executive officers, including our Chief Executive Officer. Radford is directly accountable to the Compensation Committee. Neither Radford nor any other affiliate of Aon, Radford’s parent company, provides any services for Vitesse other than compensation consulting services. The Compensation Committee conducted a conflict of interest assessment by using the factors applicable to compensation consultants under applicable SEC rules and NASDAQ Listing Rules, and no conflict of interest was identified. The Compensation Committee has concluded that Radford is independent.

Radford compared the compensation of our executive officers to a peer group of publicly traded companies. The peer group selection criteria used by Radford consisted of firms that have similar products and/or services to ours with revenues between approximately $50 million and $250 million at the time they were selected and market capitalizations between approximately $80 million and $750 million. Of the 23 peer group companies ultimately selected, all of the companies met the market capitalization criterion and all but two companies met the revenue criterion. For those companies that did not meet both criteria, we nevertheless concluded that each company was a reasonable comparable in terms of business model and because we compete with it for talent in some of our business markets.

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Based on these objective criteria and other subjective considerations, which were intended to recognize pay practices related to both Vitesse’s industry and size, in fiscal year 2014, the Compensation Committee selected the following 23 peer group companies taking into account input from management and the recommendation from Radford:

Applied Micro Circuits Corporation	GSI Technology, Inc.	PDF Solutions, Inc.
Axcelis Technologies, Inc.	Inphi Corporation	Peregrine Semiconductor Corporation
Cascade Microtech, Inc.	Integrated Silicon Solution, Inc.	Pericom Semiconductor Corporation
DSP Group, Inc.	Mattson Technology, Inc.	Pixelworks, Inc.
EMCORE Corporation	MaxLinear, Inc.	PLX Technology, Inc.
Entropic Communications, Inc.	Micrel, Incorporated	Silicon Image, Inc.
Exar Corporation	Nanometrics Incorporated	Xcerra Corporation
FormFactor, Inc.	Oplink Communications, Inc.

While the firms included in our peer group may not be in direct competition with Vitesse, we concluded in fiscal year 2014 that our peer group was representative of our market for executive talent. Compensation benchmarking for our executive officers included information in the peer group’s most recent proxy statements published before completion of the Radford report and the 2014 Radford Global Technology Survey data.

Our Compensation Committee has determined to reassess our peer group and compensation programs every other year, and consequently we do not anticipate reevaluating our peer group or the compensation of our executive officers relative to the executive officers of our peer group companies until fiscal year 2016.

Compensation Recovery Policy

Should a restatement of earnings occur upon which incentive compensation awards were based, the Compensation Committee has the discretion to take necessary actions to protect the interests of stockholders, including actions to recover such awards. Additionally, each of Messrs. Gardner’s and McDermut’s employment agreement requires such executive to return to us any bonus payments if we are required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement due to material noncompliance with any financial reporting requirement under the federal securities laws. The executive would be required to disgorge any bonus or other incentive-based or equity-based compensation he received from us during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such error, and any net profits realized by the executive from the sale of our stock during that 12-month period.

Compensation Elements

Our compensation package for executive officers consists of base salary, annual cash incentive (bonus) awards and long-term equity-based compensation. The executive officers are also eligible to participate in all of our employee benefit plans.

Base Salaries. We provide competitive base salaries to pay for day-to-day service in position that reflect an individual’s duties and responsibilities, experience, expertise, and individual performance. The salaries are generally set to approximate the 50^th percentile market levels for the positions at each level, although there may be variations by individual to recognize the importance of the position or the experience of the individual.

Individual salary levels are determined based on assessments of:

• Internal job responsibilities;

• Experience in role; and

• Market levels for comparable positions.

Salary increases are determined based on an assessment of individual performance in the role and relative to individual objectives established for the year.

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We did not increase base salaries for our named executive officers during fiscal years 2012 or 2014. In November 2012, the Compensation Committee evaluated the base salaries of our named executive officers and compared them against our targeted philosophy of base salaries at the market 50^th percentile. The Compensation Committee determined that Mr. Gardner’s base salary was below the market 25^th percentile, Mr. McDermut’s base salary was at the market 50^th percentile, and Dr. Nuss’ base salary was near the market 25^th percentile. With respect to Mr. McDermut and Dr. Nuss, the Compensation Committee decided not to increase base salaries in favor of providing these officers with a greater cash bonus opportunity for fiscal year 2013. With respect to Mr. Gardner, the Compensation Committee decided to consider an increase in base salary as part of the negotiation of a new employment agreement with Mr. Gardner, whose existing employment agreement was set to expire in February 2013. Mr. Gardner’s base salary was increased to $394,000 upon execution of his new employment agreement in January 2013, which was then at the 25th percentile. Annual base salaries for fiscal years 2012, 2013 and 2014 for the named executive officers are as follows:

	Fiscal Year 2012		Fiscal Year 2013		Fiscal Year 2014
Executive	Annual Base Salary		Annual Base Salary		Annual Base Salary
Christopher R. Gardner	$	375,000	$	394,000	$	394,000
Martin S. McDermut	285,000		285,000		285,000
Dr. Martin C. Nuss	235,000		235,000		235,000

Annual Cash Bonus. We provide eligible employees, including the Chief Executive Officer and other named executive officers, the opportunity to earn annual cash awards upon achieving pre-determined performance goals and objectives and, for our named executive officers other than the Chief Executive Officer, Vitesse achieving a level of financial performance for the fiscal year, typically determined by reference to the Company’s Adjusted EBITDA for the year. The purpose is to reward attainment of Company financial goals and individual performance objectives, with threshold, target and maximum award opportunities expressed as a percentage of base salary. Target bonuses generally vary by executive level and are set at levels that, when combined with base salaries, will deliver market 50^th percentile levels of total cash compensation if financial and performance objectives are met and above the 50^th percentile levels if targets are exceeded.

The following are our fiscal year 2014 threshold, target and maximum annual cash bonus opportunities as a percentage of base salary for our named executive officers assuming 100% of their individual performance objectives are achieved:

Executive	Threshold		Target		Maximum
Christopher R. Gardner	50	%	100	%	150	%
Martin S. McDermut	40	%	50	%	60	%
Dr. Martin C. Nuss	30	%	40	%	50	%

We select different financial performance metrics and individual performance objectives to reward performance and to motivate desired behaviors. Performance weightings vary by executive. For fiscal year 2014, weightings for the Chief Executive Officer were 50% on achieving specific Company-wide financial metrics and 50% on execution of strategic goals for Vitesse including future revenue production. For the Chief Financial Officer, the fiscal year 2014 performance objectives were 60% on achieving Company-wide financial metrics and 40% on goals specific to financial liquidity, capital resources and future revenue production. For the other named executive officers, the performance objectives are generally weighted 60% to 80% on goals related to new products and revenue growth and 20% to 40% on goals specific to the executive’s department or principal responsibilities.

The rationale for the mix of financial and strategic objectives is to recognize that Vitesse must improve its short-term financial performance, while at the same time, invest in new products and organizational improvements that will lead to long-term revenue growth and financial stability. Vitesse considers both revenue and expenses in the portion of the bonus plan that is focused on financial performance because Vitesse believes top line growth and profitable operations are both equally necessary to support and increase the stock price for investors. Additionally, Vitesse included a cash management goal in the fiscal year 2014 bonus plan for our Chief Financial Officer in recognition of the need to build cash balances to pay down our substantial indebtedness that matured in October 2014. At the conclusion of each fiscal year, the Compensation Committee evaluates the named executive officers’ actual performance against the pre-established objectives to determine compensation awards for the named executive officers. If minimum thresholds are not achieved, no cash incentive is paid under the plan.

The bonus payments, if any, for a fiscal year are paid by the end of the first quarter of the following fiscal year, or as soon as practicable after determination and certification of the actual financial performance levels for the year, but, in no event, later than March 15 of the following fiscal year.

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Chief Executive Officer. The bonus payment to our Chief Executive Officer is determined at the discretion of the Compensation Committee after assessing Vitesse’s financial performance and reviewing Mr. Gardner’s achievement of individual performance objectives. Mr. Gardner’s fiscal year 2014 financial goals and individual performance objectives, as well as the portion of Mr. Gardner’s potential bonus payment related to each performance metric, were determined in December 2013 and are summarized in the following table. Mr. Gardner is able to achieve between zero percent and 150% of each financial goal and individual performance metric, with achievement below a minimum threshold of 50% assigned a zero percent. Based on the Compensation Committee’s evaluation of Mr. Gardner’s performance relative to his financial and individual performance metrics, the Compensation Committee determined that Mr. Gardner achieved an overall bonus payment percentage of 60% of his potential bonus payment for fiscal year 2014, as follows:

Performance Metric	Weighting of Each Metric as a Percentage of Total Potential Bonus Payment		Percentage Achievement of Performance Metric (Between 0% and 150%)		Bonus Payment as a Percentage of Potential Bonus Payment
Financial Performance Metrics:
New Product Revenue	30	%	0	%	0	%
EBITDA	20	%	0	%	0	%
Strategic Goals:
IoT Design Wins	10	%	150	%	15	%
Total Design Wins	30	%	100	%	30	%
Enhance Software and Sales Organization	10	%	150	%	15	%
Total	100	%			60	%

The substantial majority of Mr. Gardner’s individual performance objectives were defined in advance by reference to quantified goals and specific achievement dates, and thus, the Compensation Committee was able to evaluate Mr. Gardner’s actual performance against objectives without substantial subjective analysis. Mr. Gardner did not achieve his financial performance objectives for new product revenue or EBITDA, as these metrics were below minimum thresholds. Mr. Gardner did achieve his target for total design wins, earning him 100% of this objective’s bonus weighting, and exceeded his target for “Internet-of-Things” (or IoT) design wins and improvements to our software and sales organization, earning him 150% of the bonus weighting for these strategic goals.

Mr. Gardner achieved an overall bonus goals percentage of 60%, and accordingly received a cash bonus for fiscal year 2014 of $236,400, representing 60% of his annual base salary.

Other Named Executive Officers. Named executive officers other than Mr. Gardner participate in our Executive Bonus Plan, under which their bonus payments are based partially on Vitesse’s Adjusted EBITDA and partially on achievement of personal goals, according to the following formula:

Total Bonus = Base Salary X % of Total Bonus with 100% of Goals Achieved for the respective Adjusted EBITDA X % of Personal Goals Achieved

Adjusted EBITDA is calculated as net income before interest, expenses for taxes, depreciation, amortization, deferred stock compensation, gain or loss on the embedded derivative, and non-recurring professional fees, with the possibility of adjustment for certain unusual or non-recurring events. The table below shows the fiscal year 2014 Adjusted EBITDA goals (expressed as a percentage of our target Adjusted EBITDA for the fiscal year) and minimum, target and maximum bonus payments for each level of Adjusted EBITDA assuming achievement of all personal performance goals (expressed as a percentage of annual base salary).

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	Adjusted EBITDA	Total Bonus with 100% of Goals Achieved for CFO		Total Bonus with 100% of Goals Achieved for Other Named Executive Officers (other than the CEO and CFO)
	Less than 83% of Target	40	%	30	%
	83% to less than 100% of Target	40	%	35	%
Target	100% to less than 125% of Target	50	%	40	%
	125% to less than 139% of Target	52.5	%	42.5	%
	139% to less than 153% of Target	55	%	45	%
	153% to less than 167% of Target	57.5	%	47.5	%
Maximum	167% or more of Target	60	%	50	%

For fiscal year 2014, Vitesse achieved an Adjusted EBITDA that was less than 83% of the target level of Adjusted EBITDA. Consequently, our CFO and named executive officers (other than our CEO and CFO) were eligible to receive bonuses of up to 40% and 30%, respectively, of annual base salary for fiscal year 2014 under the Executive Bonus Plan.

The individual performance goals for each of the named executive officers other than our Chief Executive Officer for the fiscal year 2014 Executive Bonus Plan were initially established by Mr. Gardner at the beginning of fiscal year 2014. Following fiscal year-end 2014, Mr. Gardner made both a quantitative and subjective determination regarding the extent to which Mr. McDermut and Dr. Nuss met their individual performance goals.

The financial goals and individual performance objectives for each of Mr. McDermut and Dr. Nuss, the portion of each named executive officer’s potential bonus payment related to each performance metric and the CEO’s determination as to what extent each metric was achieved are summarized in the following table. Each named executive officer is able to achieve between zero percent and 100% of each individual performance metric, with achievement below a minimum threshold of 50% assigned a zero percent.

Martin S. McDermut

Performance Metric	Weighting of Each Metric as a Percentage of Total Potential Bonus Payment		Percentage Achievement of Performance Metric (Between 0% and 100%)		Bonus Payment as a Percentage of Potential Bonus Payment
Financial Performance Metrics:
Cash	30	%	100	%	30	%
Gross Margin	10	%	75	%	7.5	%
Operating Expenses	20	%	100	%	20	%
Strategic Goals
Debt Refinancing	20	%	50	%	10	%
New Product Revenue	10	%	0	%	0	%
Legacy Product Revenue	10	%	0	%	0	%
Total	100	%			67.5	%

The majority of Mr. McDermut’s individual performance objectives (80%) were defined in advance by reference to quantified goals and specific achievement dates, and thus, Mr. Gardner was able to evaluate Mr. McDermut’s actual performance against objectives without substantial subjective analysis. Mr. McDermut achieved his maximum achievement percentage for operating expenses and cash, earning him 100% of these objectives’ bonus weightings. Mr. McDermut achieved a portion of his gross margin and debt refinancing objectives, earnings 75% and 50%, respectively, of the bonus weightings for these objectives, and failed to achieve his strategic goals for new product revenue and legacy product revenue, as these metrics were below minimum thresholds.

Mr. McDermut achieved an overall bonus goals percentage of 67.5%, and accordingly received a cash bonus for fiscal year 2014 of $76,950, representing 27% of his annual base salary.

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Dr. Martin C. Nuss

Performance Metric	Weighting of Each Metric as a Percentage of Total Potential Bonus Payment		Percentage Achievement of Performance Metric (Between 0% and 100%)		Bonus Payment as a Percentage of Potential Bonus Payment
Product Roadmap	20	%	50	%	10	%
Strengthening the Organization	20	%	75	%	15	%
Expand Leadership in Network Timing	20	%	100	%	20	%
Fortify the IP Edge	20	%	50	%	10	%
Penetrate Adjacent Markets	20	%	100	%	20	%
Total	100	%			75	%

Approximately one-half of Dr. Nuss’ individual performance objectives were defined in advance by reference to quantified goals and specific achievement dates, with the other half defined by qualitative criteria. Mr. Gardner therefore evaluated Dr. Nuss’ actual performance against objectives using both quantitative and subjective analysis. Dr. Nuss achieved his target achievement for penetrating adjacent markets, where his efforts were focused on expanding our relationships and sales efforts into the IoT market. He also realized his target achievement for his continued efforts to expand Vitesse’s leadership in network timing. Dr. Nuss achieved the minimum criteria for managing our product roadmap and organizational efforts to fortify our position with IP Edge customers, and 75% achievement for strengthening our organization, particularly with respect to internal communications about market trends.

Dr. Nuss achieved an overall bonus goals percentage of 75%, and accordingly received a cash bonus for fiscal year 2014 of $52,875, representing 22.5% of his annual base salary.

Long-term (Equity) Incentives. Annual awards of equity compensation vary by executive level and are generally set to approximate the market 50^th percentile levels based on equity grant value, with a desire of achieving target total direct compensation between the median and 75^th percentile. Officer awards are granted based on their performance in the previous year, the importance of their role in the current year, and a subjective assessment of the difficulty in achieving Vitesse’s corporate goals.

We deliver the long-term incentive value through a mix of stock options and restricted stock units to our employees. The percentage mix and number of stock options and restricted stock units varies by year and by level. For the named executive officers, the long-term incentive compensation awards in fiscal year 2014 were paid approximately two-thirds in stock options and approximately one-third in RSUs, calculated as a percentage of shares underlying such awards.

Of the stock options awarded to Messrs. Gardner and McDermut and Dr. Nuss in fiscal year 2014, 50%, 43.5% and 50%, respectively, were performance-based stock option awards and the balance were time-based stock options that vest over time without regard to performance factors. The performance-based stock options vest, if at all, in their entirety if prior to December 10, 2018 (i) the closing price of our Common Stock equals or exceeds twice the exercise price of $2.53 for 30 consecutive trading days or (ii) a change in control of Vitesse occurs where our stockholders receive in consideration of their shares of Common Stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. The time-based stock options vested 25% on each of February 1, 2014 and December 10, 2014, and 25% will vest on each of December 10, 2015 and December 10, 2016.

Of the RSUs awarded to the named executive officers in fiscal year 2014, 25% vested on each of February 1, 2014 and December 10, 2014, and 25% will vest on each of December 10, 2015 and December 10, 2016.

The named executive officers’ long-term incentive awards for fiscal year 2014 are reported below.

	2014 Awards
Officer	Options	RSUs
Christopher R. Gardner	300,000	150,000
Martin S. McDermut	115,000	65,000
Dr. Martin C. Nuss	75,000	37,500

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Employee Stock Purchase Plan. Vitesse offers all eligible employees, including our named executive officers, the opportunity to acquire an ownership interest in Vitesse by purchasing shares of our Common Stock through a tax-qualified employee stock purchase plan, or ESPP. Under the ESPP, an employee can withhold, through payroll deductions, up to $25,000 of his earnings in any calendar year to be used to purchase shares of our Common Stock at certain plan-defined dates. The purchase price is set at 85% of the closing price of our Common Stock on either the first or last day of the offering period, whichever is lower.

Other Compensation. The named executive officers enjoy the same benefits as all other employees of Vitesse, including medical, dental, vision, accidental death and dismemberment, group term life insurance in the amount of two times annual compensation (up to $280,000), business travel insurance, a 401(k) plan, and long-term disability pay of up to 60% of salary (with a salary cap of $10,000 per month) with an option to buy up to 67% of salary (with a salary cap of $15,000 per month). Paid leave benefits include vacation, sick leave, holidays and a sabbatical after 10 years of employment. Vitesse offers education assistance and a health/fitness benefit of $100 per year for health club membership or health/fitness classes.

Chief Executive Officer Compensation

The total compensation paid to Mr. Gardner was 78.3% higher in fiscal year 2014 compared to fiscal year 2013, as shown in the table below.

	CEO Compensation
	2013		2014
Base Salary	$	387,021	$	394,000
Annual Bonus	—		236,400
Long-term Incentives (1)	479,229		919,995
All Other Compensation	11,668		15,076
Total	$	877,918	$	1,565,471
Percent Change			78.3		%

________________________________________________

(1) Long-term incentives include value of stock and option awards.

Report of Compensation Committee

The Compensation Committee of our Board of Directors is primarily responsible for determining the annual salaries and other compensation of executive officers and administering our stock incentive and stock purchase plans. The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis section of this proxy statement with management and based on such review and discussion has recommended to our Board of Directors that the Compensation Discussion and Analysis section be included in Vitesse’s 2014 annual report on Form 10-K and in this proxy statement.

Respectfully submitted by

THE COMPENSATION COMMITTEE

Scot B. Jarvis, Chairman

James H. Hugar

Kenneth H. Traub

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning all compensation paid to our named executive officers for services to us in all capacities during the fiscal years ended September 30, 2014, 2013 and 2012. For fiscal year 2014, our named executive officers were: Christopher R. Gardner, Chief Executive Officer; Martin S. McDermut, Chief Financial Officer; and Dr. Martin C. Nuss, Vice President, Technology and Strategy.

Name and Principal Position	Year	Salary (1)		Bonus (2)		Stock Awards (3)		Option Awards (3)		Non-Equity Incentive Plan Compensation (4)		All Other Compensation (5)		Total
Christopher R. Gardner	2014	$	394,000	$	—	$	379,500	$	540,495	$	236,400	$	15,076	$	1,565,471
Chief Executive Officer	2013	387,021		—		382,200		97,029		—		11,668		877,918
	2012	375,000		75,000		419,100		98,852		—		10,875		978,827
Martin S. McDermut	2014	285,000		—		164,450		206,315		76,950		15,504		748,219
Chief Financial Officer	2013	285,000		—		173,250		44,235		—		12,980		515,465
	2012	285,000		28,500		190,500		44,933		—		11,262		560,195
Dr. Martin C. Nuss	2014	235,000		—		94,875		135,124		52,875		16,188		534,062
Vice President, Technology and Strategy	2013	235,000		—		100,800		25,684		—		13,950		375,434
	2012	235,000		26,438		114,300		26,960		—		11,754		414,452

________________________________________________

(1) Salary amounts reflect the actual base salary payments, as of the end of the respective fiscal year, to the named executive officers.

(2) These amounts reflect discretionary cash bonuses awarded to the named executive officers.

(3) These amounts represent the grant date fair value of the stock and stock option awards determined in accordance with ASC Topic 718. These amounts may not correspond to the actual value eventually realized by the officer, which depends in part on the market value of our Common Stock in future periods. Assumptions used in calculating these amounts are set forth in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended September 30, 2014.

(4) Non-equity incentive plan compensation represents incentive bonuses earned pursuant to awards granted under a cash bonus plan.

(5) These amounts represent health insurance premiums paid by the Company and matching contributions made under our 401(k) employee retirement plan during 2014. The health insurance coverage and 401(k) contributions are provided to the named executive officers on the same basis as that provided to all other regular U.S. employees.

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Grants of Plan-Based Awards in Fiscal Year 2014

The following table sets forth information relating to plan-based awards granted to our named executive officers in fiscal year 2014: 

Name	Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1)						Grant Date	All Other Stock Awards: Number of Stock Units	All Other Option Awards: Number of Securities Underlying Options	Exercise Price of Options (Per Share)(2)		Grant Date Fair Value of Stock and Option Awards (3)
	Threshold		Target		Maximum
Christopher R. Gardner	$	197,000	$	394,000	$	591,000
							12/10/2013	150,000				$	379,500
							12/10/2013		300,000	$	2.53	540,495
Martin S. McDermut	114,000		142,500		171,000
							12/10/2013	65,000				164,450
							12/10/2013		115,000	2.53		206,315
Dr. Martin C. Nuss	70,500		94,000		117,500
							12/10/2013	37,500				94,875
							12/10/2013		75,000	2.53		135,124

________________________________________________

(1) Represents possible payouts for fiscal year 2014 for the named executive officers under their respective bonus plans. Amounts actually earned are displayed in the Summary Compensation Table.

(2) The exercise price of all stock options is equal to the closing price of our Common Stock on the grant date.

(3) The grant date fair value of the stock and stock option awards is determined in accordance with ASC Topic 718, but disregarding the estimate of forfeitures related to service-based vesting conditions. Assumptions used in calculating these amounts are set forth in the Notes to Consolidated Financial Statements included in our annual report on Form 10-K for the year ended September 30, 2014.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

Salary amounts reported in the Summary Compensation Table reflect the actual base salary payments made to the named executive officer in the respective fiscal year. Non-equity incentive plan compensation represents incentive cash bonuses for services rendered during the respective fiscal year awarded pursuant to the Company’s executive bonus plan. Bonus compensation represents discretionary cash bonuses for services rendered during the respective fiscal year. Non-equity incentive plan and bonus compensation payments are paid in a lump sum by the end of the first quarter of the fiscal year following the year in which the bonus is earned, or as soon as practicable after determination and certification of the actual financial performance levels for the year and approval by the Compensation Committee but, in no event later than March 15 of the following fiscal year.

For fiscal years 2013 and 2012, the Company achieved an Adjusted EBITDA that was below the minimum level of Adjusted EBITDA for the payment of non-equity incentive plan compensation, and thus no named executive officer received payment of non-equity incentive plan compensation for those fiscal years. The Company did award discretionary cash bonuses to the named executive officer’s during fiscal year 2012 for the executives’ extraordinary performance. For fiscal year 2014, the named executive officers were awarded non-equity incentive plan compensation as discussed in “Compensation Discussion and Analysis.”

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In fiscal year 2014, our named executive officers received a portion of their long-term equity incentive compensation in the form of performance-based stock option awards, which provide that the options vest, if at all, in their entirety if prior to December 10, 2018 (i) the closing price of our Common Stock equals or exceeds twice the exercise price of $2.53 for 30 consecutive trading days or (ii) a change in control of Vitesse occurs where our stockholders receive in consideration of their shares of Common Stock cash or other consideration with a value at least equal to twice the exercise price of $2.53. Messrs. Gardner and McDermut and Dr. Nuss received performance-based options to purchase 150,000, 50,000 and 37,500 shares of Common Stock, respectively, representing 50%, 43.5% and 50%, respectively, of the executive’s stock option awards in fiscal year 2014. The balance of the 2014 long-term equity incentives granted to our named executive officers consist of time-based stock options and restricted stock unit awards that vest over time without regard to performance factors.

Outstanding Equity Awards at Fiscal Year-End 2014

The following table provides information regarding the holdings of equity awards by our named executive officers at September 30, 2014: 

		Option Awards							Stock Awards
Name	Grant Date	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price per Share		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock That Have Not Vested (A)
Christopher R. Gardner									281,600	(17)	$	1,013,760
	10/27/2004	3,750	(1)	—		$	51.60	10/27/2014
	10/27/2004	3,750	(2)	—		51.60		10/27/2014
	10/27/2004	5,625	(3)	—		51.60		10/27/2014
	10/27/2004	1,875	(4)	—		51.60		10/27/2014
	12/2/2005	5,500	(5)	—		48.00		12/2/2015
	6/21/2006	20,000	(6)	—		30.60		6/21/2016
	10/13/2008	20,000	(7)	—		7.40		10/13/2018
	2/12/2010	90,000	(8)	—		5.20		2/12/2020
	12/9/2010	54,450	(9)	18,150	(9)	4.36		12/9/2020
	12/9/2011	41,250	(10)	13,750	(10)	2.54		12/9/2021
	3/7/2013	34,000	(11)	34,000	(11)	2.10		3/7/2023
	12/10/2013	37,500	(12)	112,500	(12)	2.53		12/10/2023
	12/10/2013	—		150,000	(13)	2.53		12/10/2023
Martin S. McDermut									108,750	(18)	391,500
	8/10/2011	50,000	(14)	—		3.33		8/10/2021
	12/9/2011	18,750	(10)	6,250	(10)	2.54		12/9/2021
	3/7/2013	15,500	(11)	15,500	(11)	2.10		3/7/2023
	12/10/2013	16,250	(12)	48,750	(12)	2.53		12/10/2023
	12/10/2013	—		50,000	(13)	2.53		12/10/2023
Dr. Martin C. Nuss									73,425	(19)	264,330
	11/16/2007	10,000	(15)	—		19.80		11/16/2017
	10/13/2008	5,000	(7)	—		7.40		10/13/2018
	2/25/2010	20,000	(16)	—		5.20		2/25/2020
	12/9/2010	14,850	(9)	4,950	(9)	4.36		12/9/2020
	12/9/2011	11,250	(10)	3,750	(10)	2.54		12/9/2021
	3/7/2013	9,000	(11)	9,000	(11)	2.10		3/7/2023
	12/10/2013	9,375	(12)	28,125	(12)	2.53		12/10/2023
	12/10/2013	—		37,500	(13)	2.53		12/10/2023

________________________________________________

(A) The market value of the stock awards is based on the closing price per share of the Company’s Common Stock on September 30, 2014, which was $3.60 per share.

(1) Annual Grant: Vested 50% on 10/27/07 and 50% on 10/27/08.

(2) Annual Grant: Vested 50% on 10/27/05 and 50% on 10/27/06.

(3)  Annual Grant: Vested 33% on 10/27/06, 33% on 10/27/07, and 33% on 10/27/08.

(4) Annual Grant: Vested 100% on 10/27/09.

(5) Annual Grant: Vested 25% on 12/2/06, 25% on 12/2/07, 25% on 12/2/08, and 25% on 12/2/09.

(6) Retention Grant: Vested 25% on 6/21/07, 25% on 6/21/08, 25% on 6/21/09 and 25% on 6/21/10.

(7)  Annual Grant: Vested 50% on 10/14/09, 25% on 10/13/10, and 25% on 10/13/2011.

(8) Employment Agreement Grant: Vested 25% on 2/12/11, 25% on 2/12/12, 25% on 2/12/13 and 25% on 2/12/14.

(9)  Annual Grant: Vested 25% on 12/10/11, 25% on 12/10/12, 25% on 12/10/13, and vests 25% on 12/10/14.

(10) Annual Grant: Vested 25% on 2/1/12, 25% on 12/9/12, 25% on 12/9/13, and vests 25% on 12/9/14.

(11) Annual Grant: Vested 25% on 5/1/13 and 25% on 3/7/14, and vests 25% on 3/7/15 and 25% on 3/7/16.

(12) Annual Grant: Vested 25% on 2/1/14 and vests 25% on 12/10/14, 25% on 12/10/15 and 25% on 12/10/16.

(13) Annual Grant: Market-based, vests if either of the following conditions is met prior to December 10, 2018: (i) the closing price of our Common Stock equals or exceeds twice the exercise price of $2.53 for 30 consecutive trading days; or (ii) a change in control occurs where the Company’s stockholders receive in consideration of their shares of Common Stock cash or other consideration with a value at least equal to twice the exercise price of $2.53.

(14) Employment Agreement Grant: Vested monthly for 24 months.

(15) Employment Agreement Grant: Vested 25% on 11/16/08, 25% on 11/16/09, 25% on 11/16/10 and 25% on 11/16/11.

(16) Employment Agreement Grant: Vested 25% on 2/25/11, 25% on 2/25/12, 25% on 2/25/13 and 25% on 2/25/14.

(17) Annual Grant - 147,400: Vested 25% on 12/9/11, 25% on 12/9/12 and 25% on 12/9/13, and vests 25% on 12/9/14; Annual Grant - 165,000: Vested 25% on 2/1/12, 25% on 12/9/12 and 25% on 12/9/13, and vests 25% on 12/9/14; Annual Grant - 182,000: Vested 25% on 5/1/13 and 25% on 3/7/14, and vests 25% on 3/7/15 and 25% on 3/7/16; and Annual Grant - 150,000: Vested 25% on 2/1/14, and vests 25% on 12/10/14, 25% on 12/10/15 and 25% on 12/10/16.

(18) Annual Grant - 75,000: Vested 25% on 2/1/12, 25% on 12/9/12 and 25% on 12/9/13 and vests 25% on 12/9/14; Annual Grant - 82,500: Vested 25% on 5/1/13 and 25% on 3/7/14, and vests 25% on 3/7/15 and 25% on 3/7/16; and Annual Grant - 65,000: Vested 25% on 2/1/2014, and vests 25% on 12/10/14, 25% on 12/10/15 and 25% on 12/10/16.

(19) Annual Grant - 40,200: Vested 25% on 12/9/11, 25% on 12/9/12 and 25% on 12/9/13, and vests 25% on 12/9/14; Annual Grant - 45,000: Vested 25% on 2/1/12, 25% on 12/9/12 and 25% on 12/9/13, and vests 25% on 12/9/14; Annual Grant - 48,000: Vested 25% on 5/1/13 and 25% on 3/7/14, and vests 25% on 3/7/15 and 25% on 3/7/16; and Annual Grant - 37,500: Vested 25% on 2/1/2014, and vests 25% on 12/10/14, 25% on 12/10/15 and 25% on 12/10/16.

Option Exercises and Stock Vested in Fiscal Year 2014

The following table provides information on RSU vesting for each of the named executive officers during fiscal year 2014. No options were exercised by named executive officers during fiscal year 2014.

	Stock Awards
Name	Number of Shares Acquired on Vesting	Value Realized on Vesting
Christopher R. Gardner	161,100	$	507,707
Martin S. McDermut	55,625	184,650
Dr. Martin C. Nuss	42,675	133,851

Employment Agreements

Christopher R. Gardner

On October 7, 2014, we entered into a new two year employment agreement with Christopher R. Gardner, our President and Chief Executive Officer, which supersedes and replaces our employment agreement with Mr. Gardner, dated as of January 30, 2013, which agreement was scheduled to expire by its terms on February 15, 2015.

Pursuant to his employment agreement, Mr. Gardner receives an annual base salary of $394,000 and is eligible to participate in a cash incentive plan for which provides him with the opportunity to earn a target bonus of 100% of his base salary and a maximum bonus of 150% of his base salary, with the amount of his bonus determined at the discretion of the Compensation Committee. Mr. Gardner is eligible to receive equity awards under Vitesse’s stock incentive plans. Mr. Gardner is entitled to five weeks of vacation per year, and is entitled to all other employee benefits provided to other senior executives.

In the event Mr. Gardner’s employment is terminated by mutual agreement, by Vitesse for cause, by Mr. Gardner other than for good reason or because of Mr. Gardner’s death or disability, Mr. Gardner will receive his base salary earned through his final day of employment, but shall not be eligible to receive any other compensation unless otherwise agreed by the parties.

If Mr. Gardner’s employment is terminated by him for good reason or by Vitesse other than for cause, and such termination does not occur within 24 months following a change of control of Vitesse, Mr. Gardner is entitled to receive:

• his base salary earned through his final day of employment;

• a pro-rata portion (based upon the portion of the fiscal year prior to his termination date) of his target bonus; and

• an amount equal to 24 months of his base salary, plus two times his annual maximum bonus, plus the cost of continuation of group medical, vision and dental benefits for a period of 12 months.

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If Mr. Gardner’s employment is terminated by him for good reason or by Vitesse other than for cause, and such termination occurs on or within 24 months following a change of control of Vitesse, Mr. Gardner is entitled to receive:

• his base salary earned through his final day of employment;

• a pro-rata portion (based upon the portion of the fiscal year prior to his termination date) of the greater of his target bonus or the amount of his bonus in the prior fiscal year;

• an amount equal to 12 months of his base salary, plus two times his annual target bonus, plus the cost of continuation of group medical, vision and dental benefits for a period of 24 months;

• a consulting arrangement for a 12 month period providing for the payment to Mr. Gardner of $788,000 in equal monthly installments in exchange for the provision by Mr. Gardner of up to 20 hours per month of consulting services; and

• full vesting of all of Mr. Gardner’s then-outstanding stock options and RSUs which are subject solely to time-based vesting.

In addition, if Mr. Gardner’s employment is terminated by Vitesse other than for cause during the 12 months prior to a change of control of Vitesse and Mr. Gardner can demonstrate that his termination arose in connection with or anticipation of such change of control, then all of Mr. Gardner’s outstanding stock options and RSUs which are subject solely to time-based vesting shall become fully vested as of the change of control and his stock options shall have a remaining exercise period of the lesser of (i) the period remaining until six months after his termination of employment or (ii) ninety days after the change of control, provided such exercise period does not extend beyond the maximum term of the options applicable if he had remained employed with Vitesse.

Mr. Gardner’s employment agreement contains a provision that would require Mr. Gardner to return to Vitesse certain payments he received if Vitesse were required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in a report on Form 10-Q or Form 10-K, due to material noncompliance with any financial reporting requirement under the federal securities laws. Mr. Gardner would be required to disgorge (i) any bonus or other incentive-based or equity-based compensation he received from Vitesse during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such error, and (ii) any net profits realized by Mr. Gardner from the sale of Vitesse’s stock during that 12-month period.

Martin S. McDermut

On October 7, 2014, we entered into a new one-year employment agreement with Martin McDermut, our Chief Financial Officer, which supersedes and replaces our employment agreement with Mr. McDermut, dated as of July 27, 2011, which agreement was scheduled to expire by its terms on July 27, 2015.

Pursuant to his employment agreement, Mr. McDermut receives an annual base salary of $285,000 and is eligible to participate in Vitesse’s cash incentive plan for senior executives which provides him with the opportunity to earn a target bonus of 55% of his base salary and a maximum bonus of 65% of his base salary, with the amount of his bonus determined at the discretion of the Compensation Committee. Mr. McDermut is eligible to receive equity awards under Vitesse’s stock incentive plans. Mr. McDermut is entitled to three weeks of vacation per year, and is entitled to all other employee benefits provided to other senior executives.

In the event Mr. McDermut’s employment is terminated by mutual agreement, by Vitesse for cause, by Mr. McDermut other than for good reason or because of Mr. McDermut’s death or disability, Mr. McDermut will receive his base salary earned through his final day of employment, accrued but unused vacation pay and any fully accrued and unpaid bonus, but shall not be eligible to receive any other compensation unless otherwise agreed by the parties.

If Mr. McDermut’s employment is terminated by him for good reason or by Vitesse other than for cause, and such termination does not occur within 12 months following a change of control of Vitesse, Mr. McDermut is entitled to receive:

• his base salary and accrued but unused vacation pay earned through his final day of employment; and

• an amount equal to 12 months of his base salary plus a pro-rata portion (based upon the portion of the fiscal year prior to his termination date) of his maximum potential annual bonus (subject, however, to all threshold requirements, performance standards and milestones that must be met before any such bonus is paid).

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If Mr. McDermut’s employment is terminated by him for good reason or by Vitesse other than for cause, and such termination occurs within 12 months following a change of control of Vitesse, Mr. McDermut is entitled to receive the following benefits:

• his base salary and accrued but unused vacation pay earned through his final day of employment;

• an amount equal to 12 months of his base salary plus a pro-rata portion (based upon the portion of the fiscal year prior to his termination date) of his maximum potential annual bonus (subject, however, to all threshold requirements, performance standards and milestones that must be met before any such bonus is paid);

• an amount equal to his maximum potential annual bonus plus the cost of continuation of medical benefits for a period of 12 months; and

• immediate vesting of Mr. McDermut’s equity compensation awards with respect to the number of shares that would have vested if Mr. McDermut had completed an additional two years of continuous service and his stock options shall remain exercisable for an additional 90 days following the date of his termination of employment.

Mr. McDermut’s employment agreement contains a provision that would require Mr. McDermut to return to Vitesse certain payments he received if Vitesse were required to prepare an accounting restatement to correct an accounting error on an interim or annual financial statement included in a report on Form 10-Q or Form 10-K, due to material noncompliance with any financial reporting requirement under the federal securities laws. Mr. McDermut would be required to disgorge (i) any bonus or other incentive-based or equity-based compensation he received from Vitesse during the 12-month period following the first public issuance or filing with the SEC (whichever first occurs) of the financial document embodying such error, and (ii) any net profits realized by Mr. McDermut from the sale of Vitesse’s stock during that 12-month period.

Dr. Martin C. Nuss

Dr. Martin Nuss serves as our Vice President, Technology and Strategy pursuant to an employment agreement with us effective November 30, 2011. The term of the agreement will continue until terminated by either party. Pursuant to his employment agreement, Dr. Nuss receives an annual base salary, which presently is $235,000, and is eligible to participate in the Company’s cash incentive plan for senior executives which presently provides him with the opportunity to earn a target bonus of 45% of his base salary and a maximum bonus of 55% of his base salary, with the amount of his bonus determined at the discretion of the Compensation Committee. Dr. Nuss is entitled to all other employee benefits provided to other senior executives.

If Dr. Nuss’ employment is terminated by him for good reason or by Vitesse other than for cause, Dr. Nuss is entitled to a lump sum payment equal to 12 months of his then base salary, unless termination occurs within 12 months following a change in control. If such termination of employment occurs within the 12 months following a change in control, Dr. Nuss would be entitled to (a) 9 months of his then base salary, (b) an additional payment equal to one week of base salary for every 12 months Dr. Nuss has been employed by Vitesse, (c) his earned bonus for the fiscal year in which the termination occurred pro-rated based on termination date and subject to other terms and conditions of the bonus plan then in effect, (d) an additional payment equal to 50% of the amount of his maximum potential annual bonus for the fiscal year in which his termination occurred, (e) immediate vesting of his equity compensation awards with respect to the number of shares that would have vested if Dr. Nuss had completed an additional two years of continuous service and his stock options shall remain exercisable for an additional 90 days following the date of his termination of employment, and (f) payment of the cost of COBRA medical and dental benefits for a period of 12 months.

Potential Payments upon Termination or Change-in-Control

As described above, our employment agreements with each of our named executive officers who were employed by Vitesse at September 30, 2014 provide for severance benefits in the event that the executive’s employment is terminated without cause or for good reason. These severance benefits generally increase if any such termination occurs in connection with a change in control of Vitesse. We do not have any agreements or other arrangements that provide for payments solely upon a change in control of Vitesse without the termination of employment. With respect to Mr. Gardner, the information below describes the severance benefits payable to Mr. Gardner under his new employment agreement entered into on October 7, 2014 as if that agreement had been in effect on September 30, 2014.

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Without Change in Control

The following table sets forth severance payments and benefits that we would have been obligated to pay to the named executive officers who were employed by us at September 30, 2014, assuming a triggering event had occurred under each of their respective agreements as of September 30, 2014 that did not also involve a change in control of Vitesse:

	Termination Without Change in Control
	Base Salary Payment		Bonus Payment		Continuation of Benefits(4)		Total Payout
Christopher R. Gardner (1)	$	788,000	$	1,576,000	$	23,226	$	2,387,226
Martin S. McDermut (2)	285,000		171,000		—		456,000
Dr. Martin C. Nuss (3)	235,000		—		—		235,000

________________________________________________

(1)  Base salary payment represents cash severance payments based on the executive’s salary at September 30, 2014, in an amount equal to two years of his base salary. Bonus payment represents the sum of (i) two times his maximum bonus opportunity for fiscal year 2014 and (ii) one times his target bonus opportunity for fiscal year 2014. Benefit payments continue for one year.

(2)  Base salary payment represents cash severance payments based on the executive’s salary at September 30, 2014, in an amount equal to one year of his base salary. Bonus payment represents one times his maximum bonus opportunity for fiscal year 2014.

(3)  Base salary payment represents cash severance payments based on the executive’s salary at September 30, 2014, in an amount equal to one year of his base salary.

(4)  Represents the aggregate amount of all premiums payable for the continuing of the executive’s health benefits for the applicable severance period, based on the amounts of such premiums at September 30, 2014.

With Change in Control

The following table sets forth severance payments and benefits that we would have been obligated to pay to the named executive officers who were employed by us at September 30, 2014, assuming a triggering event had occurred under each of their respective agreements as of September 30, 2014 in connection with a change in control of Vitesse:

	Termination With Change in Control
	Base Salary Payment		Bonus Payment		Continuation of Benefits(4)		Acceleration of Vesting of Equity Awards(5)		Consulting Payment		Total Payout
Christopher R. Gardner (1)	$	394,000	$	1,182,000	$	46,452	$	1,199,710	$	788,000	$	3,610,162
Martin S. McDermut (2)	285,000		342,000		20,729		397,650		—		1,045,379
Dr. Martin C. Nuss (3)	203,365		176,250		12,425		268,118		—		660,158

________________________________________________

(1)  Base salary payment represents cash severance payments based on the executive’s salary at September 30, 2014, in an amount equal to one year of his base salary. Bonus payment represents three times his target bonus opportunity for fiscal year 2014. Benefit payments continue for two years. Consulting payment represents 12 months of mandatory payments to Mr. Gardner for consulting services following a change in control.

(2) Base salary payment represents cash severance payments based on the executive’s salary at September 30, 2014, in an amount equal to one year of his base salary. Bonus payment represents two times his maximum bonus opportunity for fiscal year 2014. Benefit payments continue for one year.

(3) Base salary payment represents cash severance payments based on the executive’s salary at September 30, 2014, in an amount equal to the sum of 9 months of his base salary plus one week of base salary for every 12 months of his employment with us. Bonus payment represents 150% of his maximum bonus opportunity for fiscal year 2014. Benefit payments continue for one year.

(4) Represents the aggregate amount of all premiums payable for the continuing of the executive’s health benefits for the applicable severance period, based on the amounts of such premiums at September 30, 2014.

(5) Represents the value of accelerated “in the money” stock options and restricted stock awards using the closing price of our Common Stock on September 30, 2014 of $3.60 per share.

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Risk Assessment Regarding Compensation Policies and Practices

Our compensation program for employees does not create incentives for excessive risk taking by our employees or involve risks that are reasonably likely to have a material adverse effect on Vitesse. Our base salary component of compensation does not encourage risk-taking because it is a fixed amount. Our executive bonus plan for senior executives and our equity compensation awards have the following risk-limiting characteristics:

• Cash awards to each executive officer are set in a market range and are limited by the terms of the executive bonus plan for senior executives to a fixed maximum specified in the plan;

• Cash awards are made based on a review of a variety of indicators of performance, thus diversifying the risk associated with any single indicator of performance;

• Neither cash nor equity awards are not tied to formulas that could focus executives on specific short-term outcomes;

• Members of the Compensation Committee approve the final cash incentive awards made under the executive bonus plan for senior executives in their discretion, after the review of executive and corporate performance;

• Members of the Compensation Committee approve all equity awards for senior executives in their discretion;

• An equity award’s value is delivered in the form of stock and options that vest over multiple years, which aligns the interests of executive officers to long-term shareholder interests; and

• Equity and cash awards, as well as profits realized upon the sale of our securities, may be recovered by us should a restatement of earnings occur upon which incentive compensation awards were based, or in the event of certain other wrong-doing by the recipient.

Certain Relationships and Related Person Transactions

Review and Approval of Related Person Transaction

In accordance with the charter for the Audit Committee of our Board, the members of the Audit Committee, all of whom are independent directors, review and approve in advance any proposed related person transactions. Additionally, from time-to-time our Board may directly consider these transactions. We will report all such material related person transactions under applicable accounting rules and SEC rules and regulations. For purposes of these procedures, the individuals and entities that are considered “related persons” include:

• Any of our directors, nominees for director and executive officers;

• Any person known to be the beneficial owner of five percent or more of our Common Stock (a “5% Stockholder”); and

• Any immediate family member, as defined in Item 404(a) of Regulation S-K, of a director, nominee for director, executive officer, and 5% Stockholder.

The Audit Committee is responsible for reviewing, in consultation with counsel, reports and disclosures of insider and affiliated party transactions and compliance with our policy and procedures with respect to related party transactions. Our policies and procedures regarding related party transactions are evidenced in writing by our Code of Business Conduct and Ethics. The Code requires all directors, officers and employees to discharge their responsibilities solely on the basis of the Company’s best interests, independent of personal interests, considerations or relationships. The Code also requires anyone who personally becomes involved in a situation that gives rise to an actual or potential conflict of interest to immediately notify our Human Resources department. The Code requires members of our Board to take all reasonable steps to avoid conflicts of interest with the Company. Additionally, the Code requires members of our Board to promptly disclose to the Chairperson of our Nominating and Corporate Governance Committee any situation that involves, or may reasonably be expected to involve, a conflict of interest with the Company. The charter of our Board’s Nominating and Corporate Governance Committee provides that this committee will review potential conflicts of interest involving members of our Board and will determine whether such director or directors may vote on any issue as to which there may be a conflict.

Reportable Related Person Transactions

Since October 1, 2013, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party, in which the amount involved exceeds $120,000 and in which any related person had or will have a direct or indirect material interest.

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REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee Report does not constitute soliciting materials and shall not be deemed filed or incorporated by reference into any other filings by us under the Securities Act of 1933 or the Exchange Act, except to the extent we specifically incorporate this Audit Committee Report by reference therein.

The Audit Committee hereby reports as follows:

1. Management has primary responsibility for the accuracy and fairness of the Company’s consolidated financial statements as well as the processes employed to prepare the financial statements, and the system of internal control over financial reporting.

2. The Audit Committee represents the Board of Directors in discharging its responsibilities relating to the Company’s accounting, financial reporting, financial practices, and system of internal controls. As part of its oversight role, the Audit Committee has reviewed and discussed with Company’s management the Company’s audited consolidated financial statements included in its annual report on Form 10-K for the fiscal year ended September 30, 2014.

3. The Audit Committee has discussed with the Company’s independent registered public accounting firm, BDO USA, LLP, the overall scope of and plans for their audit. The Audit Committee has met with and without management present, to discuss the Company’s financial reporting processes and system of internal control over financial reporting in addition to those matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, adopted by the Public Company Accounting Oversight Board (“PCAOB”).

4. The Audit Committee has received the written disclosures and the letter from BDO USA, LLP required by applicable requirements of the PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence, and has discussed with BDO USA, LLP their independence.

5. Based on the review and discussions referred to in paragraphs (1) through (4) above, the Audit Committee recommended to the Board of Directors and the Board of Directors has approved the inclusion of the audited financial statements in the Company’s annual report on Form 10-K for the fiscal year ended September 30, 2014, for filing with SEC.

Respectfully submitted by

THE AUDIT COMMITTEE

James H. Hugar, Chairman

Scot B. Jarvis

Edward Rogas, Jr.

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OTHER MATTERS

We know of no other matters to be submitted to the meeting. If any other matters properly come before the meeting, it is the intention of the persons named in the form proxy to vote the shares they represent as our Board may recommend.

	By Order of the Board of Directors,
Camarillo, California	Christopher R. Gardner
January 7, 2015	President and Chief Executive Officer

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Annex A

VITESSE SEMICONDUCTOR CORPORATION

2015 INCENTIVE PLAN

SECTION 1. PURPOSE

The purpose of the Vitesse Semiconductor Corporation 2015 Incentive Plan is to attract, retain and motivate employees, officers, directors, consultants, agents, advisors and independent contractors of the Company and its Related Companies by providing them the opportunity to acquire a proprietary interest in the Company and to align their interests and efforts to the long-term interests of the Company’s stockholders.

SECTION 2. DEFINITIONS

Certain capitalized terms used in the Plan have the meanings set forth in Appendix A.

SECTION 3. ADMINISTRATION

3.1Administration of the Plan

(a)    The Plan shall be administered by the Board or the Compensation Committee, which shall be composed of two or more directors, each of whom is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act, or any successor definition adopted by the Securities and Exchange Commission, and an “outside director” within the meaning of Section 162(m) of the Code, or any successor provision thereto.

(b)    Notwithstanding the foregoing, the Board may delegate concurrent responsibility for administering the Plan, including with respect to designated classes of Eligible Persons, to different committees consisting of one or more members of the Board, subject to such limitations as the Board deems appropriate, except with respect to Awards to Participants who are subject to Section 16 of the Exchange Act or Awards granted pursuant to Section 16 of the Plan. Members of any committee shall serve for such term as the Board may determine, subject to removal by the Board at any time. To the extent consistent with applicable law, the Board or the Compensation Committee may authorize one or more officers of the Company to grant Awards to designated classes of Eligible Persons, within limits specifically prescribed by the Board or the Compensation Committee; provided, however, that no such officer shall have or obtain authority to grant Awards to himself or herself or to any person subject to Section 16 of the Exchange Act.

(c)    All references in the Plan to the “Committee” shall be, as applicable, to the Board, the Compensation Committee or any other committee or any officer to whom authority has been delegated to administer the Plan.

3.2Administration and Interpretation by Committee

(a)    Except for the terms and conditions explicitly set forth in the Plan and to the extent permitted by applicable law, the Committee shall have full power and exclusive authority, subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from time to time be adopted by the Board or a Committee composed of members of the Board, to (i) select the Eligible Persons to whom Awards may from time to time be granted under the Plan; (ii) determine the type or types of Award to be granted to each Participant under the Plan; (iii) determine the number of shares of Common Stock to be covered by each Award granted under the Plan; (iv) determine the terms and conditions of any Award granted under the Plan; (v) approve the forms of notice or agreement for use under the Plan; (vi) determine whether, to what extent and under what circumstances Awards may be settled in cash, shares of Common Stock or other property or canceled or suspended; (vii) interpret and administer the Plan and any instrument evidencing an Award, notice or agreement executed or entered into under the Plan; (viii) establish such rules and regulations as it shall deem appropriate for the proper administration of the Plan; (ix) delegate ministerial duties to such of the Company’s employees as it so determines; and (x) make any other determination and take any other action that the Committee deems necessary or desirable for administration of the Plan.

(b)    In no event, however, shall the Committee have the right, without stockholder approval, to (i) lower the price of an option or SAR after it is granted, except in connection with adjustments provided in Section 15.1; (ii) take any other action that is treated as a repricing under generally accepted accounting principles; or (iii) cancel an option or a SAR at a time when its strike price exceeds the fair market value of the underlying stock, in exchange for cash, another option or SAR, restricted stock, or other equity, unless the cancellation and exchange occurs in connection with a merger, acquisition, spin-off or other similar corporate transaction.

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(c)    The effect on the vesting of an Award of a Company-approved leave of absence or a Participant’s reduction in hours of employment or service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors or executive officers, by the Compensation Committee, whose determination shall be final.

(d)    Decisions of the Committee shall be final, conclusive and binding on all persons, including the Company, any Participant, any stockholder and any Eligible Person. A majority of the members of the Committee may determine its actions.

SECTION 4. SHARES SUBJECT TO THE PLAN

4.1Authorized Number of Sharesand Share Usage

(a)    Subject to adjustment as provided in this Section 4.1 and in Section 15.1, there is authorized for issuance pursuant to Awards granted under the Plana total number of shares of Common Stock equal to the sum of (i) 6,500,000 plus (ii) the number of shares of Common Stock that, immediately prior to the Effective Date, remain available for issuance pursuant to new awards to be granted under the Vitesse Semiconductor Corporation 2013 Incentive Plan. No further grants may be made under the Prior Plans after the Effective Date, but shares subject to awards granted under the Prior Plans may become again available for Awards under the Plan, in addition to the number of shares specified immediately above, pursuant to Section 4.1(c) below. Any shares that are subject to Awards of Options or Stock Appreciation Rights shall be counted against the Plan’s share limit as one (1) share for every one (1) share granted. Any shares that are subject to Awards other than Options or Stock Appreciation Rights shall be counted against the Plan’s share limit as one and sixty-five hundredths (1.65) shares for every one (1) share granted. Any shares that are subject to Awards granted under the Plan, and any shares that are subject to awards granted under the Prior Plans, that again become available for the grant of Awards under the Plan as provided in Section 4.1(c) below, shall increase the Plan’s share limit as follows: (i) any such shares that are subject to Awards of Options or Stock Appreciation Rights, and any such shares that are subject to awards of options or stock appreciation rights granted under the Prior Plans, shall increase the Plan’s share limit on a one (1) for one (1) basis; and (ii) any such shares that are subject to Awards other than Options or Stock Appreciation Rights, and any such shares that are subject to awards other than options or stock appreciation rights granted under the Prior Plans, shall increase the Plan’s share limit on a one and sixty-five hundredths (1.65) for one (1) basis.

(b)    Notwithstanding the other provisions in this Section 4 to the contrary, the maximum number of shares that may be issued upon the exercise of Incentive Stock Options shall equal the aggregate share number stated in Section 4.1(a), subject to adjustment as provided in Section 15.1.

(c)    If any Award granted under the Plan or any award granted under the Prior Plans expires or is terminated, surrendered or canceled without having been fully exercised, is forfeited in whole or in part (including as a result of shares subject to such Award or award under the Prior Plans being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right), is settled in cash or otherwise results in any shares not being issued, the unused shares covered by such Award or award under the Prior Plans shall again be available for the grant of Awards under the Plan, and shall be added back to the Plan’s share limit in the manner provided in Section 4.1(a); provided, however, that (i) shares delivered (either by actual delivery or attestation) to the Company by a Participant to satisfy any applicable tax withholding obligation with respect to Awards other than Options, Stock Appreciation Rights and options and stock appreciation rights granted under the Prior Plans (including shares retained from such Award or award under the Prior Plans creating the tax obligation) shall be added to the number of shares available for the grant of Awards under the Plan; (ii) shares delivered (either by actual delivery, attestation or net exercise) to the Company by a Participant to exercise an Option, Stock Appreciation Right or option or stock appreciation right granted under the Prior Plans or to satisfy any applicable tax withholding obligation on an Option, Stock Appreciation Right or option or stock appreciation right granted under the Prior Plans (including shares retained from the Option, Stock Appreciation Right or option or stock appreciation right granted under the Prior Plans creating the tax obligation) shall not be so added to the number of shares available for the grant of Awards under the Plan; and (iii) shares repurchased by the Company on the open market using the proceeds from the exercise of an Award or an award granted under the Prior Plans shall not increase the number of shares available for future grant of Awards. The number of shares of Common Stock available for issuance under the Plan shall not be reduced to reflect any dividends or dividend equivalents that are reinvested into additional shares of Common Stock or credited as additional shares of Common Stock subject or paid with respect to an Award or an award under the Prior Plans.

(d)    In the case of freestanding Stock Appreciation Rights (as defined in Section 9.1), the full number of shares subject to such Stock Appreciation Right, if settled in stock, shall be counted against the shares available under the Plan in proportion to the portion of the freestanding Stock Appreciation Right exercised, regardless of the number of shares actually used to settle such freestanding Stock Appreciation Right upon exercise.

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(e)    Substitute Awards may be granted under the Plan and any such grants shall not reduce the shares authorized for grant under the Plan or authorized for grant to a Participant in any calendar year. In the event that an Acquired Entity has shares available for awards or grants under one or more preexisting plans not adopted in contemplation of such acquisition or combination, then, to the extent determined by the Board or the Compensation Committee, the shares available for grant pursuant to the terms of such preexisting plan (as adjusted, to the extent appropriate, using the exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or combination to determine the consideration payable to holders of common stock of the entities that are parties to such acquisition or combination) may be used for Awards under the Plan and shall not reduce the number of shares of Common Stock authorized for issuance under the Plan; provided, however, that Awards using such available shares shall not be made after the date awards or grants could have been made under the terms of such preexisting plans, absent the acquisition or combination, and shall only be made to individuals who were not employees or directors of the Company or a Related Company prior to such acquisition or combination. In the event that a written agreement between the Company and an Acquired Entity pursuant to which a merger or consolidation is completed is approved by the Board and that agreement sets forth the terms and conditions of the substitution for or assumption of outstanding awards of the Acquired Entity, those terms and conditions shall be deemed to be the action of the Committee without any further action by the Committee, except as may be required for compliance with Rule 16b-3 under the Exchange Act, and the persons holding such awards shall be deemed to be Participants.

(f)    The Committee shall also, without limitation, have the authority to grant Awards as an alternative to or as the form of payment for grants or rights earned or due under other compensation plans or arrangements of the Company.

(g)    Shares issued under the Plan shall be drawn from authorized and unissued shares or shares now held or subsequently acquired by the Company as treasury shares.

SECTION 5. ELIGIBILITY

An Award may be granted to any employee, officer or director of the Company or a Related Company whom the Committee from time to time selects. An Award may also be granted to any consultant, agent, advisor or independent contractor for bona fide services rendered to the Company or any Related Company that (a) are not in connection with the offer and sale of the Company’s securities in a capital-raising transaction and (b) do not directly or indirectly promote or maintain a market for the Company’s securities.

SECTION 6. AWARDS

6.1Form, Grant and Settlement of Awards

The Committee shall have the authority, in its sole discretion, to determine the type or types of Awards to be granted under the Plan. Such Awards may be granted either alone or in addition to or in tandem with any other type of Award. Any Award settlement may be subject to such conditions, restrictions and contingencies as the Committee shall determine.

6.2Evidence of Awards

Awards granted under the Plan shall be evidenced by a written, including an electronic, instrument that shall contain such terms, conditions, limitations and restrictions as the Committee shall deem advisable and that are not inconsistent with the Plan.

6.3Dividends and Distributions

Participants may, if the Committee so determines, be credited with dividends paid with respect to shares of Common Stock underlying an Award in a manner determined by the Committee in its sole discretion. The Committee may apply any restrictions to the dividends or dividend equivalents that the Committee deems appropriate. The Committee, in its sole discretion, may determine the form of payment of dividends or dividend equivalents, including cash, shares of Common Stock, Restricted Stock or Stock Units. Notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on the number of shares underlying an Option or a Stock Appreciation Right may not be contingent, directly or indirectly on the exercise of the Option or Stock Appreciation Right, and must comply with or qualify for an exemption under Section 409A. Also notwithstanding the foregoing, the right to any dividends or dividend equivalents declared and paid on Restricted Stock must (i) be paid at the same time they are paid to other shareholders and (ii) comply with or qualify for an exemption under Section 409A.

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SECTION 7. OPTIONS

7.1Grant of Options

The Committee may grant Options designated as Incentive Stock Options or Nonqualified Stock Options.

7.2Option Exercise Price

Options shall be granted with an exercise price per share not less than 100% of the Fair Market Value of the Common Stock on the Grant Date (and shall not be less than the minimum exercise price required by Section 422 of the Code with respect to Incentive Stock Options), except in the case of Substitute Awards.

7.3Term of Options

Subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the Option, the maximum term of an Option shall be ten years from the Grant Date. For Incentive Stock Options, the maximum term of such an Option shall comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder.

7.4Exercise of Options

(a)    The Committee shall establish and set forth in each instrument that evidences an Option the time at which, or the installments in which, the Option shall vest and become exercisable, any of which provisions may be waived or modified by the Committee at any time.

(b)    To the extent an Option has vested and become exercisable, the Option may be exercised in whole or from time to time in part by delivery to or as directed or approved by the Company of a properly executed stock option exercise agreement or notice, in a form and in accordance with procedures established by the Committee, setting forth the number of shares with respect to which the Option is being exercised, the restrictions imposed on the shares purchased under such exercise agreement or notice, if any, and such representations and agreements as may be required by the Committee, accompanied by payment in full as described in Section 7.5. An Option may be exercised only for whole shares and may not be exercised for less than a reasonable number of shares at any one time, as determined by the Committee.

7.5Payment of Exercise Price

The exercise price for shares purchased under an Option shall be paid in full to the Company by delivery of consideration equal to the product of the Option exercise price and the number of shares purchased. Such consideration must be paid before the Company will issue the shares being purchased and must be in a form or a combination of forms acceptable to the Committee for that purchase, which forms may include:

(a)    cash;

(b)    check or wire transfer;

(c)    having the Company withhold shares of Common Stock that would otherwise be issued on exercise of the Option that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(d)    tendering (either actually or, so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, by attestation) shares of Common Stock owned by the Participant that have an aggregate Fair Market Value equal to the aggregate exercise price of the shares being purchased under the Option;

(e)    so long as the Common Stock is registered under Section 12(b) or 12(g) of the Exchange Act, and to the extent permitted by law, delivery of a properly executed exercise agreement or notice, together with irrevocable instructions to a brokerage firm designated or approved by the Company to deliver promptly to the Company the aggregate amount of proceeds to pay the Option exercise price and any withholding tax obligations that may arise in connection with the exercise, all in accordance with the regulations of the Federal Reserve Board; or

(f)    such other consideration as the Committee may permit.

7.6Effect of Termination of Service

(a)    The Committee shall establish and set forth in each instrument that evidences an Option whether the Option shall continue to be exercisable, and the terms and conditions of such exercise, after a Termination of Service, any of which provisions may be waived or modified by the Committee at any time.

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(b)    If the exercise of the Option following a Participant’s Termination of Service, but while the Option is otherwise exercisable, would be prohibited solely because the issuance of Common Stock would violate the registration requirements under the Securities Act or similar requirements under the laws of any state or foreign jurisdiction, then the Option shall remain exercisable until the earlier of (a)the Option Expiration Date and (b) the expiration of a period of three months (or such longer period of time as determined by the Committee in its sole discretion) after the Participant’s Termination of Service during which the exercise of the Option would not be in violation of such Securities Act or other requirements.

SECTION 8. INCENTIVE STOCK OPTION LIMITATIONS

Notwithstanding any other provision of the Plan to the contrary, the terms and conditions of any Incentive Stock Options shall in addition comply in all respects with Section 422 of the Code, or any successor provision, and any applicable regulations thereunder.

SECTION 9. STOCK APPRECIATION RIGHTS

9.1Grant of Stock Appreciation Rights

The Committee may grant Stock Appreciation Rights to Participants at any time on such terms and conditions as the Committee shall determine in its sole discretion. An SAR may be granted in tandem with an Option or alone (“freestanding”). The grant price of a tandem SAR shall be equal to the exercise price of the related Option. The grant price of a freestanding SAR shall be established in accordance with procedures for Options set forth in Section 7.2. An SAR may be exercised upon such terms and conditions and for the term as the Committee determines in its sole discretion; provided, however, that, subject to earlier termination in accordance with the terms of the Plan and the instrument evidencing the SAR, the maximum term of a freestanding SAR shall be ten years, and in the case of a tandem SAR, (a) the term shall not exceed the term of the related Option and (b) the tandem SAR may be exercised for all or part of the shares subject to the related Option upon the surrender of the right to exercise the equivalent portion of the related Option, except that the tandem SAR may be exercised only with respect to the shares for which its related Option is then exercisable.

9.2Payment of SAR Amount

Upon the exercise of an SAR, a Participant shall be entitled to receive payment in an amount determined by multiplying: (a) the difference between the Fair Market Value of the Common Stock on the date of exercise over the grant price of the SAR by (b) the number of shares with respect to which the SAR is exercised. At the discretion of the Committee as set forth in the instrument evidencing the Award, the payment upon exercise of an SAR may be in cash, in shares, in some combination thereof or in any other manner approved by the Committee in its sole discretion.

9.3Waiver of Restrictions

The Committee, in its sole discretion, may waive any other terms, conditions or restrictions on any SAR under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.

SECTION 10. STOCK AWARDS,

RESTRICTED STOCK AND STOCK UNITS

10.1Grant of Stock Awards, Restricted Stock and Stock Units

The Committee may grant Stock Awards, Restricted Stock and Stock Units on such terms and conditions and subject to such repurchase or forfeiture restrictions, if any, which may be based on continuous service with the Company or a Related Company or the achievement of any performance goals, as the Committee shall determine in its sole discretion, which terms, conditions and restrictions shall be set forth in the instrument evidencing the Award.

10.2Vesting of Restricted Stock and Stock Units

Upon the satisfaction of any terms, conditions and restrictions prescribed with respect to Restricted Stock or Stock Units, or upon a Participant’s release from any terms, conditions and restrictions of Restricted Stock or Stock Units, as determined by the Committee (a) the shares of Restricted Stock covered by each Award of Restricted Stock shall become freely transferable by the Participant, and (b) Stock Units shall be paid in shares of Common Stock or, if set forth in the instrument evidencing the Awards, in cash or a combination of cash and shares of Common Stock. Any fractional shares subject to such Awards shall be paid to the Participant in cash.

10.3Waiver of Restrictions

The Committee, in its sole discretion, may waive the repurchase or forfeiture period and any other terms, conditions or restrictions on any Restricted Stock or Stock Unit under such circumstances and subject to such terms and conditions as the Committee shall deem appropriate.

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SECTION 11. PERFORMANCE AWARDS

11.1Performance Shares

The Committee may grant Awards of Performance Shares, designate the Participants to whom Performance Shares are to be awarded and determine the number of Performance Shares and the terms and conditions of each such Award. Performance Shares shall consist of a unit valued by reference to a designated number of shares of Common Stock, the value of which may be paid to the Participant by delivery of shares of Common Stock or, if set forth in the instrument evidencing the Award, of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

11.2Performance Units

The Committee may grant Awards of Performance Units, designate the Participants to whom Performance Units are to be awarded and determine the number of Performance Units and the terms and conditions of each such Award. Performance Units shall consist of a unit valued by reference to a designated amount of property other than shares of Common Stock, which value may be paid to the Participant by delivery of such property as the Committee shall determine, including, without limitation, cash, shares of Common Stock, other property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee. The amount to be paid under an Award of Performance Units may be adjusted on the basis of such further consideration as the Committee shall determine in its sole discretion.

SECTION 12. OTHER STOCK OR CASH-BASED AWARDS

Subject to the terms of the Plan and such other terms and conditions as the Committee deems appropriate, the Committee may grant other incentives payable in cash or in shares of Common Stock under the Plan.

SECTION 13. WITHHOLDING

13.1Payment of Tax Withholding and Other Obligations

The Company may require the Participant to pay to the Company the amount of (a) any taxes that the Company is required by applicable federal, state, local or foreign law to withhold with respect to the grant, vesting or exercise of an Award (“tax withholding obligations”) and (b) any amounts due from the Participant to the Company or to any Related Company (“other obligations”). Notwithstanding any other provision of the Plan to the contrary, the Company shall not be required to issue any shares of Common Stock or otherwise settle an Award under the Plan until such tax withholding obligations and other obligations are satisfied.

13.2Payment Methods

The Committee, in its sole discretion, may permit or require a Participant to satisfy all or part of the Participant’s tax withholding obligations and other obligations by (a) paying cash to the Company, (b) having the Company withhold an amount from any cash amounts otherwise due or to become due from the Company to the Participant, (c) having the Company withhold a number of shares of Common Stock that would otherwise be issued to the Participant (or become vested, in the case of Restricted Stock) having a Fair Market Value equal to the tax withholding obligations and other obligations, (d) surrendering a number of shares of Common Stock the Participant already owns having a value equal to the tax withholding obligations and other obligations, (e) selling shares of Common Stock issued under an Award on the open market or to the Company, or (f) taking such other action as may be necessary in the opinion of the Committee to satisfy any applicable tax withholding obligations. The value of the shares so withheld or tendered may not exceed the employer’s applicable minimum required tax withholding rate or such other applicable rate as is necessary to avoid adverse treatment for financial accounting purposes, as determined by the Committee in its sole discretion.

SECTION 14. ASSIGNABILITY

No Award or interest in an Award may be sold, assigned, pledged (as collateral for a loan or as security for the performance of an obligation or for any other purpose) or transferred by a Participant or made subject to attachment or similar proceedings otherwise than by will or by the applicable laws of descent and distribution, except to the extent the Participant designates one or more beneficiaries on a Company-approved form who may exercise the Award or receive payment under the Award after the Participant’s death. During a Participant’s lifetime, an Award may be exercised only by the Participant. Notwithstanding the foregoing and to the extent permitted by Section 422 of the Code, the Committee, in its sole discretion, may permit a Participant to assign or transfer an Award subject to such terms and conditions as the Committee shall specify.

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SECTION 15. ADJUSTMENTS

15.1Adjustment of Shares

(a)    In the event, at any time or from time to time, a stock dividend, stock split, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to stockholders other than a normal cash dividend, or other change in the Company’s corporate or capital structure results in (a) the outstanding shares of Common Stock, or any securities exchanged therefor or received in their place, being exchanged for a different number or kind of securities of the Company or (b) new, different or additional securities of the Company or any other company being received by the holders of shares of Common Stock, then the Committee shall make proportional adjustments in (i) the maximum number and kind of securities available for issuance under the Plan; (ii) the maximum number and kind of securities issuable as Incentive Stock Options as set forth in Section 4.1; (iii) the maximum numbers and kind of securities set forth in Section 16.3; and (iv) the number and kind of securities that are subject to any outstanding Award and the per share price of such securities, without any change in the aggregate price to be paid therefor. The determination by the Committee, as to the terms of any of the foregoing adjustments shall be conclusive and binding.

(b)    Notwithstanding the foregoing, the issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, for cash or property, or for labor or services rendered, either upon direct sale or upon the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, shall not affect, and no adjustment by reason thereof shall be made with respect to, outstanding Awards. Also notwithstanding the foregoing, a dissolution or liquidation of the Company or a Company Transaction shall not be governed by this Section 15.1 but shall be governed by Sections 15.2 and 15.3, respectively.

15.2Dissolution or Liquidation

To the extent not previously exercised or settled, and unless otherwise determined by the Committee in its sole discretion, Awards shall terminate immediately prior to the dissolution or liquidation of the Company. To the extent a vesting condition, forfeiture provision or repurchase right applicable to an Award has not been waived by the Committee, the Award shall be forfeited immediately prior to the consummation of the dissolution or liquidation.

15.3Change in Control

Notwithstanding any other provision of the Plan to the contrary, unless otherwise set forth in a written employment, services or other agreement between the Participant and the Company or a Related Company, in the event of a Change in Control:

(a)    All outstanding Awards, other than Performance Shares and Performance Units, shall become fully and immediately exercisable, and all applicable restrictions or forfeiture provisions shall lapse, immediately prior to the Change in Control and shall terminate at the effective time of the Change in Control; provided, however, that with respect to a Change in Control that is a Company Transaction in which such Awards could be converted, assumed or replaced by the Successor Company, such Awards shall become fully and immediately exercisable, and all applicable restrictions or forfeiture provisions shall lapse, only if and to the extent such Awards are not converted, assumed or replaced by the Successor Company.

For the purposes of this Section 15.3(a), an Award shall be considered converted, assumed or replaced by the Successor Company if following the Company Transaction the option or right confers the right to purchase or receive, for each share of Common Stock subject to the Award immediately prior to the Company Transaction, the consideration (whether stock, cash or other securities or property) received in the Company Transaction by holders of Common Stock for each share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares); provided, however, that if such consideration received in the Company Transaction is not solely common stock of the Successor Company, the Committee may, with the consent of the Successor Company, provide for the consideration to be received pursuant to the Award, for each share of Common Stock subject thereto, to be solely common stock of the Successor Company substantially equal in fair market value to the per share consideration received by holders of Common Stock in the Company Transaction. The determination of such substantial equality of value of consideration shall be made by the Committee, and its determination shall be conclusive and binding.

(b)    All Performance Shares or Performance Units earned and outstanding as of the date the Change in Control is determined to have occurred and for which the payout level has been determined shall be payable in full in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any remaining Performance Shares or Performance Units (including any applicable performance period) for which the payout level has not been determined shall be prorated at the target payout level up to and including the date of such Change in Control and shall be payable in accordance with the payout schedule pursuant to the instrument evidencing the Award. Any existing deferrals or other restrictions not waived by the Committee in its sole discretion shall remain in effect.

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(c)    Notwithstanding the foregoing, the Committee, in its sole discretion, may instead provide in the event of a Change in Control that is a Company Transaction that a Participant’s outstanding Awards shall terminate upon or immediately prior to such Company Transaction and that such Participant shall receive, in exchange therefor, a cash payment equal to the amount (if any) by which (x) the value of the per share consideration received by holders of Common Stock in the Company Transaction, or, in the event the Company Transaction is one of the transactions listed under subsection (c) in the definition of Company Transaction or otherwise does not result in direct receipt of consideration by holders of Common Stock, the value of the deemed per share consideration received, in each case as determined by the Committee in its sole discretion, multiplied by the number of shares of Common Stock subject to such outstanding Awards (whether or not then vested and exercisable) exceeds (y) if applicable, the respective aggregate exercise price or grant price for such Awards.

15.4Further Adjustment of Awards

Subject to Sections 15.2 and 15.3, the Committee shall have the discretion, exercisable at any time before a sale, merger, consolidation, reorganization, liquidation, dissolution or change of control of the Company, as defined by the Committee, to take such further action as it determines to be necessary or advisable with respect to Awards. Such authorized action may include (but shall not be limited to) establishing, amending or waiving the type, terms, conditions or duration of, or restrictions on, Awards so as to provide for earlier, later, extended or additional time for exercise, lifting restrictions and other modifications, and the Committee may take such actions with respect to all Participants, to certain categories of Participants or only to individual Participants. The Committee may take such action before or after granting Awards to which the action relates and before or after any public announcement with respect to such sale, merger, consolidation, reorganization, liquidation, dissolution or change of control that is the reason for such action.

15.5No Limitations

The grant of Awards shall in no way affect the Company’s right to adjust, reclassify, reorganize or otherwise change its capital or business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any part of its business or assets.

15.6Fractional Shares

In the event of any adjustment in the number of shares covered by any Award, each such Award shall cover only the number of full shares resulting from such adjustment.

15.7Section 409A

Notwithstanding any other provision of the Plan to the contrary, (a) any adjustments made pursuant to this Section 15 to Awards that are considered “deferred compensation” within the meaning of Section 409A shall be made in compliance with the requirements of Section 409A and (b) any adjustments made pursuant to this Section 15 to Awards that are not considered “deferred compensation” subject to Section 409A shall be made in such a manner as to ensure that after such adjustment the Awards either (i) continue not to be subject to Section 409A or (ii) comply with the requirements of Section 409A.

SECTION 16. CODE SECTION 162(m) PROVISIONS

Notwithstanding any other provision of the Plan to the contrary, if the Committee determines, at the time Awards are granted to a Participant who is, or is likely to be as of the end of the tax year in which the Company would claim a tax deduction in connection with such Award, a Covered Employee, then the Committee may provide that this Section 16 is applicable to such Award.

16.1Performance Criteria

(a)    If an Award is subject to this Section 16, then the lapsing of restrictions thereon and the distribution of cash, shares of Common Stock or other property pursuant thereto, as applicable, shall be subject to the achievement of one or more objective performance goals established by the Committee, which shall be based on the attainment of specified levels of one of or any combination of the following “performance criteria” for the Company as a whole or any business unit of the Company, as reported or calculated by the Company: cash flows (including, but not limited to, operating cash flow, free cash flow or cash flow return on capital); working capital; earnings per share; book value per share; operating income (including or excluding depreciation, amortization, extraordinary items, restructuring charges or other expenses); revenues; operating margins; return on assets; return on equity; debt; debt plus equity; market or economic value added; stock price appreciation; total stockholder return; cost control; strategic initiatives; market share; net income; return on invested capital; improvements in capital structure; or customer satisfaction, employee satisfaction, services performance, subscriber, cash management or asset management metrics (together, the “Performance Criteria”).

(b)    Such performance goals also may be based on the achievement of specified levels of Company performance (or performance of an applicable affiliate or business unit of the Company) under one or more of the Performance Criteria described above relative to the performance of other corporations. Such performance goals shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m) of the Code, or any successor provision thereto, and the regulations thereunder.

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(c)    The Committee may provide in any such Award that any evaluation of performance may include or exclude any of the following events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax laws, accounting principles, or other laws or provisions affecting reported results, (iv) any reorganization and restructuring programs, (v) extraordinary nonrecurring items as described in Accounting Standards Codification 225-20 and/or in Management’s Discussion and Analysis of Financial Condition and Results of Operations appearing in the Company’s annual report to stockholders for the applicable year, (vi) acquisitions or divestitures, (vii) foreign exchange gains and losses, and (viii) gains and losses on asset sales. To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall be prescribed in a form that satisfies the requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.

16.2Compensation Committee Certification; Adjustment of Awards

(a)    After the completion of each performance period, the Compensation Committee shall certify the extent to which any performance goal established under this Section 16 has been satisfied, and the amount payable as a result thereof, prior to payment, settlement or vesting, as applicable, of any Award subject to this Section 16.

(b)    Notwithstanding any provision of the Plan other than Section 15, with respect to any Award that is subject to this Section 16, the Committee may adjust downwards, but not upwards, the amount payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance goals except in the case of the death or disability of the Covered Employee.

16.3Limitations

(a)    Subject to adjustment from time to time as provided in Section 15.1, no Covered Employee may be granted Awards other than Performance Units subject to this Section 16 in any calendar year period with respect to more than 600,000 shares of Common Stock for such Awards, except that the Company may make additional onetime grants of such Awards for up to 600,000 shares to newly hired or newly promoted individuals, and the maximum dollar value payable with respect to Performance Units or other awards payable in cash subject to this Section 16 granted to any Covered Employee in any one calendar year is $3,000,000.

(b)    The Committee shall have the power to impose such other restrictions on Awards subject to this Section 16 as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the Code, or any successor provision thereto.

SECTION 17. AMENDMENT AND TERMINATION

17.1Amendment, Suspension or Termination

The Board or the Compensation Committee may amend, suspend or terminate the Plan or any portion of the Plan at any time and in such respects as it shall deem advisable; provided, however, that, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the Plan; and provided, further, that any amendment that requires stockholder approval may be made only by the Board. Subject to Section 17.3, the Committee may amend the terms of any outstanding Award, prospectively or retroactively.

17.2Term of the Plan

Unless sooner terminated as provided herein, the Plan shall terminate ten years from the Effective Date. After the Plan is terminated, no future Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and the Plan’s terms and conditions. Notwithstanding the foregoing, no Incentive Stock Options may be granted more than ten years after the later of (a) the adoption of the Plan by the Board and (b) the adoption by the Board of any amendment to the Plan that constitutes the adoption of a new plan for purposes of Section 422 of the Code.

17.3Consent of Participant

The amendment, suspension or termination of the Plan or a portion thereof or the amendment of an outstanding Award shall not, without the Participant’s consent, materially adversely affect any rights under any Award theretofore granted to the Participant under the Plan. Any change or adjustment to an outstanding Incentive Stock Option shall not, without the consent of the Participant, be made in a manner so as to constitute a “modification” that would cause such Incentive Stock Option to fail to continue to qualify as an Incentive Stock Option. Notwithstanding the foregoing, any adjustments made pursuant to Section 15 shall not be subject to these restrictions.

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SECTION 18. GENERAL

18.1No Individual Rights

No individual or Participant shall have any claim to be granted any Award under the Plan, and the Company has no obligation for uniformity of treatment of Participants under the Plan. Furthermore, nothing in the Plan or any Award granted under the Plan shall be deemed to constitute an employment contract or confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Related Company or limit in any way the right of the Company or any Related Company to terminate a Participant’s employment or other relationship at any time, with or without cause.

18.2Issuance of Shares

(a)    Notwithstanding any other provision of the Plan, the Company shall have no obligation to issue or deliver any shares of Common Stock under the Plan or make any other distribution of benefits under the Plan unless, in the opinion of the Company’s counsel, such issuance, delivery or distribution would comply with all applicable laws (including, without limitation, the requirements of the Securities Act or the laws of any state or foreign jurisdiction) and the applicable requirements of any securities exchange or similar entity.

(b)    The Company shall be under no obligation to any Participant to register for offering or resale or to qualify for exemption under the Securities Act, or to register or qualify under the laws of any state or foreign jurisdiction, any shares of Common Stock, security or interest in a security paid or issued under, or created by, the Plan, or to continue in effect any such registrations or qualifications if made.

(c)    As a condition to the exercise of an Option or any other receipt of Common Stock pursuant to an Award under the Plan, the Company may require (a) the Participant to represent and warrant at the time of any such exercise or receipt that such shares are being purchased or received only for the Participant’s own account and without any present intention to sell or distribute such shares and (b) such other action or agreement by the Participant as may from time to time be necessary to comply with the federal, state and foreign securities laws. At the option of the Company, a stop-transfer order against any such shares may be placed on the official stock books and records of the Company, and a legend indicating that such shares may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates to ensure exemption from registration. The Committee may also require the Participant to execute and deliver to the Company a purchase agreement or such other agreement as may be in use by the Company at such time that describes certain terms and conditions applicable to the shares.

(d)    To the extent the Plan or any instrument evidencing an Award provides for issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a noncertificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange.

18.3Indemnification

(a)    Each person who is or shall have been a member of the Board, or a committee appointed by the Board, or an officer of the Company to whom authority was delegated in accordance with Section 3, shall be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by such person in connection with or resulting from any claim, action, suit or proceeding to which such person may be a party or in which such person may be involved by reason of any action taken or failure to act under the Plan and against and from any and all amounts paid by such person in settlement thereof, with the Company’s approval, or paid by such person in satisfaction of any judgment in any such claim, action, suit or proceeding against such person; provided, however, that such person shall give the Company an opportunity, at its own expense, to handle and defend the same before such person undertakes to handle and defend it on such person’s own behalf, unless such loss, cost, liability or expense is a result of such person’s own willful misconduct or except as expressly provided by statute.

(b)    The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which such person may be entitled under the Company’s certificate of incorporation or bylaws, as a matter of law, or otherwise, or of any power that the Company may have to indemnify or hold harmless.

18.4No Rights as a Stockholder

Unless otherwise provided by the Committee or in the instrument evidencing the Award or in a written employment, services or other agreement, no Award, other than a Stock Award or Restricted Stock Award, shall entitle the Participant to any cash dividend, voting or other right of a stockholder unless and until the date of issuance under the Plan of the shares that are the subject of such Award.

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18.5Compliance with Laws and Regulations

(a)    In interpreting and applying the provisions of the Plan, any Option granted as an Incentive Stock Option pursuant to the Plan shall, to the extent permitted by law, be construed as an “incentive stock option” within the meaning of Section 422 of the Code.

(b)    The Plan and Awards granted under the Plan are intended to be exempt from the requirements of Section 409A to the maximum extent possible, whether pursuant to the short-term deferral exception described in Treasury Regulation Section 1.409A-1(b)(4), the exclusion applicable to stock options, stock appreciation rights and certain other equity-based compensation under Treasury Regulation Section 1.409A-1(b)(5), or otherwise. To the extent Section 409A is applicable to the Plan or any Award granted under the Plan, it is intended that the Plan and any Awards granted under the Plan comply with the deferral, payout and other limitations and restrictions imposed under Section 409A. Notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, the Plan and any Award granted under the Plan shall be interpreted, operated and administered in a manner consistent with such intentions. Without limiting the generality of the foregoing, and notwithstanding any other provision of the Plan or any Award granted under the Plan to the contrary, with respect to any payments and benefits under the Plan or any Award granted under the Plan to which Section 409A applies, all references in the Plan or any Award granted under the Plan to the termination of the Participant’s employment or service are intended to mean the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i). In addition, if the Participant is a “specified employee,” within the meaning of Section 409, then to the extent necessary to avoid subjecting the Participant to the imposition of any additional tax under Section 409A, amounts that would otherwise be payable under the Plan or any Award granted under the Plan during the six-month period immediately following the Participant’s “separation from service,” within the meaning of Section 409A(a)(2)(A)(i), shall not be paid to the Participant during such period, but shall instead be accumulated and paid to the Participant (or, in the event of the Participant’s death, the Participant’s estate) in a lump sum on the first business day after the earlier of the date that is six months following the Participant’s separation from service or the Participant’s death. Notwithstanding any other provision of the Plan to the contrary, the Committee, to the extent it deems necessary or advisable in its sole discretion, reserves the right, but shall not be required, to unilaterally amend or modify the Plan and any Award granted under the Plan so that the Award qualifies for exemption from or complies with Section 409A; provided, however, that the Committee makes no representations that Awards granted under the Plan shall be exempt from or comply with Section 409A and makes no undertaking to preclude Section 409A from applying to Awards granted under the Plan.

18.6Participants in Other Countries or Jurisdictions

Without amending the Plan, the Committee may grant Awards to Eligible Persons who are foreign nationals on such terms and conditions different from those specified in the Plan as may, in the judgment of the Committee, be necessary or desirable to foster and promote achievement of the purposes of the Plan and shall have the authority to adopt such modifications, procedures, subplans and the like as may be necessary or desirable to comply with provisions of the laws or regulations of other countries or jurisdictions in which the Company or any Related Company may operate or have employees to ensure the viability of the benefits from Awards granted to Participants employed in such countries or jurisdictions, meet the requirements that permit the Plan to operate in a qualified or tax-efficient manner, comply with applicable foreign laws or regulations and meet the objectives of the Plan.

18.7No Trust or Fund

The Plan is intended to constitute an “unfunded” plan. Nothing contained herein shall require the Company to segregate any monies or other property, or shares of Common Stock, or to create any trusts, or to make any special deposits for any immediate or deferred amounts payable to any Participant, and no Participant shall have any rights that are greater than those of a general unsecured creditor of the Company.

18.8Successors

All obligations of the Company under the Plan with respect to Awards shall be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all the business and/or assets of the Company.

18.9Severability

If any provision of the Plan or any Award is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee’s determination, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.

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18.10Choice of Law and Venue

The Plan, all Awards granted thereunder and all determinations made and actions taken pursuant hereto, to the extent not otherwise governed by the laws of the United States, shall be governed by the laws of the State of Delaware without giving effect to principles of conflicts of law. Participants irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts located in the State of Delaware.

18.11Legal Requirements

The granting of Awards and the issuance of shares of Common Stock under the Plan are subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.

SECTION 19. EFFECTIVE DATE

The Plan shall be effective on the date (the “Effective Date”) of the approval of the Plan by the holders of shares entitled to vote thereon at a duly constituted meeting of the stockholders of the Company. The Plan shall be null and void and of no effect if the foregoing condition is not fulfilled and in such event each Award shall, notwithstanding any of the preceding provisions of the Plan, be null and void and of no effect.

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APPENDIX A

DEFINITIONS

As used in the Plan,

“Acquired Entity” means any entity acquired by the Company or a Related Company or with which the Company or a Related Company merges or combines.

“Award” means any Option, Stock Appreciation Right, Stock Award, Restricted Stock, Stock Unit, Performance Share, Performance Unit, cash-based award or other incentive payable in cash or in shares of Common Stock as may be designated by the Committee from time to time.

“Board” means the Board of Directors of the Company.

“Cause,” unless otherwise defined in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure of confidential information or trade secrets, or conduct prohibited by law (except minor violations), in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding.

“Change in Control,” unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means the occurrence of any of the following events:

(a)    an acquisition by any Entity of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 40% or more of either (1) the then outstanding shares of Common Stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”), provided, however, that the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, other than an acquisition by virtue of the exercise of a conversion privilege where the security being so converted was not acquired directly from the Company by the party exercising the conversion privilege, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Related Company, or (iv) an acquisition by any Entity pursuant to a transaction that meets the conditions of clauses (i), (ii) and (iii) set forth in the definition of Company Transaction;

(b)    a change in the composition of the Board during any two-year period such that the individuals who, as of the beginning of such two-year period, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that for purposes of this definition, any individual who becomes a member of the Board subsequent to the beginning of the two-year period, whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of those individuals who are members of the Board and who were also members of the Incumbent Board (or deemed to be such pursuant to this proviso) shall be considered as though such individual were a member of the Incumbent Board; and provided further, however, that any such individual whose initial assumption of office occurs as a result of or in connection with an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of an Entity other than the Board shall not be considered a member of the Incumbent Board; or

(c)    the consummation of a Company Transaction.

“Code” means the Internal Revenue Code of 1986, as amended from time to time.

“Committee” has the meaning set forth in Section 3.1.

“Common Stock” means the common stock, no par value, of the Company.

“Company” means Vitesse Semiconductor Corporation, a Delaware corporation.

“Company Transaction,” unless the Committee determines otherwise with respect to an Award at the time the Award is granted or unless otherwise defined for purposes of an Award in a written employment, services or other agreement between the Participant and the Company or a Related Company, means consummation of:

(a)    a merger or consolidation of the Company with or into any other company;

(b)    a sale in one transaction or a series of transactions undertaken with a common purpose of all of the Company’s outstanding voting securities; or

(c)    a sale, lease, exchange or other transfer in one transaction or a series of related transactions undertaken with a common purpose of all or substantially all of the Company’s assets,

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excluding, however, in each case, a transaction pursuant to which

(i)    the Entities who are the beneficial owners of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Company Transaction will beneficially own, directly or indirectly, at least 50% of the outstanding shares of common stock, and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, of the Successor Company in substantially the same proportions as their ownership, immediately prior to such Company Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities;

(ii)    no Entity (other than the Company, any employee benefit plan (or related trust) of the Company, a Related Company or a Successor Company) will beneficially own, directly or indirectly, 50% or more of, respectively, the outstanding shares of common stock of the Successor Company or the combined voting power of the outstanding voting securities of the Successor Company entitled to vote generally in the election of directors unless such ownership resulted solely from ownership of securities of the Company prior to the Company Transaction; and

(iii)    individuals who were members of the Incumbent Board will immediately after the consummation of the Company Transaction constitute at least a majority of the members of the board of directors of the Successor Company.

Where a series of transactions undertaken with a common purpose is deemed to be a Company Transaction, the date of such Company Transaction shall be the date on which the last of such transactions is consummated.

“Compensation Committee” means the Compensation Committee of the Board.

“Covered Employee” means a “covered employee” as that term is defined for purposes of Section 162(m)(3) of the Code or any successor provision.

“Disability,” unless otherwise defined by the Committee for purposes of the Plan in the instrument evidencing an Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means a mental or physical impairment of the Participant that is expected to result in death or that has lasted or is expected to last for a continuous period of 12 months or more and that causes the Participant to be unable to perform his or her material duties for the Company or a Related Company and to be engaged in any substantial gainful activity, in each case as determined by the Company’s chief human resources officer or other person performing that function or, in the case of directors and executive officers, the Compensation Committee, whose determination shall be conclusive and binding.

“Effective Date” has the meaning set forth in Section 19.

“Eligible Person” means any person eligible to receive an Award as set forth in Section 5.

“Entity” means any individual, entity or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act).

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time.

“Fair Market Value” means the closing price for the Common Stock on any given date during regular trading, or if not trading on that date, such price on the last preceding date on which the Common Stock was traded, unless determined otherwise by the Committee using such methods or procedures as it may establish.

“Grant Date” means the later of (a) the date on which the Committee completes the corporate action authorizing the grant of an Award or such later date specified by the Committee and (b) the date on which all conditions precedent to an Award have been satisfied, provided that conditions to the exercisability or vesting of Awards shall not defer the Grant Date.

“Incentive Stock Option” means an Option granted with the intention that it qualify as an “incentive stock option” as that term is defined for purposes of Section 422 of the Code or any successor provision.

“Nonqualified Stock Option” means an Option other than an Incentive Stock Option.

“Option” means a right to purchase Common Stock granted under Section 7.

“Option Expiration Date” means the last day of the maximum term of an Option.

“Outstanding Company Common Stock” has the meaning set forth in the definition of “Change in Control.”

“Outstanding Company Voting Securities” has the meaning set forth in the definition of “Change in Control.”

“Parent Company” means a company or other entity which as a result of a Company Transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries.

“Participant” means any Eligible Person to whom an Award is granted.

“Performance Award” means an Award of Performance Shares or Performance Units granted under Section 11.

“Performance Criteria” has the meaning set forth in Section 16.1.

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“Performance Share” means an Award of units denominated in shares of Common Stock granted under Section 11.1.

“Performance Unit” means an Award of units denominated in cash or property other than shares of Common Stock granted under Section 11.2.

“Plan” means the Vitesse Semiconductor Corporation 2015 Incentive Plan.

“Prior Plans” means the Vitesse Semiconductor Corporation 2010 Incentive Plan, the Vitesse Semiconductor Corporation 2013 Incentive Plan and the Vitesse Semiconductor Corporation 2001 Stock Incentive Plan.

“Related Company” means any entity that is directly or indirectly controlled by, in control of or under common control with the Company.

“Restricted Stock” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are subject to restrictions prescribed by the Committee.

“Retirement,” unless otherwise defined in the instrument evidencing the Award or in a written employment, services or other agreement between the Participant and the Company or a Related Company, means “Retirement” as defined for purposes of the Plan by the Committee or the Company’s chief human resources officer or other person performing that function or, if not so defined, means Termination of Service on or after the date the Participant reaches “normal retirement age,” as that term is defined in Section 411(a)(8) of the Code.

“Securities Act” means the Securities Act of 1933, as amended from time to time.

“Section 409A” means Section 409A of the Code.

“Stock Appreciation Right” or “SAR” means a right granted under Section 9.1 to receive the excess of the Fair Market Value of a specified number of shares of Common Stock over the grant price.

“Stock Award” means an Award of shares of Common Stock granted under Section 10, the rights of ownership of which are not subject to restrictions prescribed by the Committee.

“Stock Unit” means an Award denominated in units of Common Stock granted under Section 10.

“Substitute Awards” means Awards granted or shares of Common Stock issued by the Company in substitution or exchange for awards previously granted by an Acquired Entity.

“Successor Company” means the surviving company, the successor company or Parent Company, as applicable, in connection with a Company Transaction.

“Termination of Service” means a termination of employment or service relationship with the Company or a Related Company for any reason, whether voluntary or involuntary, including by reason of death, Disability or Retirement. Any question as to whether and when there has been a Termination of Service for the purposes of an Award and the cause of such Termination of Service shall be determined by the Company’s chief human resources officer or other person performing that function or, with respect to directors and executive officers, by the Compensation Committee, whose determination shall be conclusive and binding. Transfer of a Participant’s employment or service relationship between the Company and any Related Company shall not be considered a Termination of Service for purposes of an Award. Unless the Compensation Committee determines otherwise, a Termination of Service shall be deemed to occur if the Participant’s employment or service relationship is with an entity that has ceased to be a Related Company. A Participant’s change in status from an employee of the Company or a Related Company to a nonemployee director, consultant, advisor, or independent contractor of the Company or a Related Company or a change in status from a nonemployee director, consultant, advisor or independent contractor of the Company or a Related Company to an employee of the Company or a Related Company, shall not be considered a Termination of Service.

“Vesting Commencement Date” means the Grant Date or such other date selected by the Committee as the date from which an Award begins to vest.

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