10-K/A

QuickLinks -- Click here to rapidly navigate through this document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
Amendment No. 1
ANNUAL REPORT

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2009
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                              to

Commission file number 0-19654

VITESSE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	77-0138960 (I.R.S. Employer Identification No.)
741 Calle Plano Camarillo, California (Address of principal executive offices)	93012 (Zip Code)

Registrant's telephone number, including area code: (805) 388-3700

Securities registered pursuant to Section 12(b) of the Act:
NONE

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01

        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o    NO ý

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o    NO ý

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ý    NO o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o    NO o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o Accelerated filer ý Non-accelerated filer o
(Do not check if a smaller
reporting company) Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO ý

        As of March 31, 2009, the aggregate market value of the voting and non-voting common equity held by non-affiliates was $54,169,320, based on the closing price on that date. As of January 25, 2010 there were 403,841,802 shares of the registrant's $0.01 par value common stock outstanding.

EXPLANATORY NOTE

        The purpose of this Amendment on Form 10-K/A (this "Amendment") of Vitesse Semiconductor Corporation ("we," "our," "us," or the "Company") is to amend and restate Part III, Items 10 through 14 of the previously filed Annual Report on Form 10-K for the year ended September 30, 2009, filed with the Securities and Exchange Commission on December 14, 2009 (the "Original Form 10-K" or "Original Filing"), to include information previously omitted in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement prepared in connection with the election of directors. The Company has determined to include such Part III information by amendment of the Original Form 10-K rather than by incorporation by reference to the proxy statement. This Amendment also provides an updated list of exhibits in Part IV. Accordingly, Part III and Part IV of the Original Form 10-K are hereby amended and restated as set forth below.

        Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Filing. Accordingly, this Amendment should be read in conjunction with our filings with the Securities and Exchange Commission subsequent to the filing of the Original Filing.

2

PART III

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors

        The authorized number of directors under our bylaws is a minimum of five and a maximum of nine, with the exact number set by the Board of Directors (the "Board"). Currently the authorized number of directors of the Company is six. The following five persons are members of our Board: Christopher R. Gardner, Steven P. Hanson, James H. Hugar, G. Grant Lyon and Edward Rogas, Jr.

        As a condition to the closing of our recently announced debt restructuring transaction, the Company was obligated to appoint two qualified new directors prior to November 2, 2009 from a list of at least four persons identified by the holders of our convertible debentures. The Company received a list of eight director candidates from the holders of the convertible debentures, including James Hugar and G. Grant Lyon. Members of our Board reviewed the qualifications of each of the eight candidates and conducted interviews with four of the candidates. As per our independent directors selection process announced on July 17, 2007, these four candidates were also vetted by an independent executive search firm, McDermott Bull. McDermott Bull provided an assessment of each candidate's experience as compared to the qualifications criteria and Independence Standards as documented in the Company's Corporate Governance Guidelines. This document is available on the Company's website, http://www.vitesse.com, under "Investors—Corporate Governance." McDermott Bull also conducted a comprehensive and confidential background investigation of the final candidates.

        The resignation of three of our former directors and the appointment of James Hugar and G. Grant Lyon to the Board to fill two of the resulting vacancies became effective on October 30, 2009, upon the closing of the debt restructuring transaction.

        The Board has one remaining vacancy. An active search is currently underway in accordance with the process followed for the newly appointed board members and as documented in the process announced in 2007.

        There are no family relationships among any of our directors or executive officers. Additional information regarding each of our directors is set forth below.

Christopher R. Gardner, age 49, has been a director since October 26, 2006. Mr. Gardner has been our Chief Executive Officer since 2006. He served as Vice President and Chief Operating Officer from 2000 to 2002. From 2002 until he was appointed Chief Executive Officer in 2006, he served as Vice President and General Manager of the Network Products Division. Mr. Gardner served as a member of the Technical Staff at Bell Laboratories from 1982 to 1986. Mr. Gardner received his BSEE from Cornell University and his MSEE from the University of California at Berkeley.

Steven P. Hanson, age 61, has been a director since August 16, 2007. Mr. Hanson has been a senior partner at Southwest Value Acquisitions LLC, a private equity firm, since 2004. He also serves as the Chairman of InPlay Technologies Inc., a high-technology firm delivering leadership human input device technologies and products. From 1999 to 2003, Mr. Hanson was President and Chief Executive Officer of ON Semiconductor. He has served for more than 32 years in senior executive roles at technology companies, including 28 years at Motorola in various engineering management and leadership positions. 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. Mr. Hanson holds a BSEE from the College of Engineering at Arizona State University.

James H. Hugar, age 63, was appointed to the Board of Directors on October 30, 2009. Mr. Hugar recently retired from Deloitte & Touche LLP, a public accounting firm, where he was an audit partner from 1982 to 2008, specializing in the financial services industry. Prior to his retirement, he also served as the partner-in-charge of the Southern California Investment Companies Industry and Broker/Dealer

3

Practice Unit. Mr. Hugar currently expects to join the board of directors of Imperial Capital Group, Inc. in connection with the closing of Imperial Capital Group, Inc.'s initial public offering. Mr. Hugar holds a bachelor's degree in Accounting (cum laude) from Pennsylvania State University and an MSBA degree from the University of California, Los Angeles and is a Certified Public Accountant.

G. Grant Lyon, age 46, was appointed to the Board of Directors on October 30, 2009. Mr. Lyon is currently the president of Odyssey Capital Group, LLC, a financial advisory and management consulting firm, where he has been since 2005. In 2005, he served as interim Chief Financial Officer of Hypercom Corporation. Before 2005, Mr. Lyon held positions as managing director at Ernst & Young Corporate Finance, LLC, a managing member of Golf Equity, LLC, vice president, Capital Markets at Evans Withycombe Residential, Inc. and began his career at Arthur Andersen LLP, where he worked from 1987-1997. Mr. Lyon has been involved in corporate initiatives that have included capital acquisition, business and securities valuation, acquisitions and mergers, and bankruptcy reorganizations. Mr. Lyon is a director of Fairfield Residential LLC and Chairman of the Board of Three Five Systems, Inc. He has also served as a director of Tickets.com, Inc. Mr. Lyon holds a bachelor's degree (magna cum laude) and an MBA degree (with high distinction) from Brigham Young University. He is a Certified Public Accountant and a published author and speaker.

Edward Rogas, Jr., age 69, has been a director since January 24, 2006 and the Chairman of the Board of Directors since December 2006. Mr. Rogas is currently retired. He served as a Senior Vice President at Teradyne, Inc., an automated test equipment manufacturer, from 2000 through 2005. From 1976 to 2000, he held various management positions in the semiconductor ATE portion of Teradyne's business, including Vice President from 1984 to 2000. Prior to that, from 1973 to 1976, he served as a Vice President at American Research and Development. Mr. Rogas is currently on the Board of Vignani Technologies Pvt Ltd. (a private Indian company). Mr. Rogas holds a bachelor's degree from the United States Naval Academy and an MBA (with distinction) from Harvard Business School.

        All of our directors, with the exception of Mr. Gardner, who is our President and Chief Executive Officer, meet the NASDAQ Listing Rules criteria for independence.

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 under "Directors."

Richard C. Yonker, age 62, was appointed our Chief Financial Officer on December 14, 2006. Mr. Yonker was the Chief Financial Officer of Capella Photonics, a telecommunications company, from October 2005 to November 2006. He also served as Chief Financial Officer of Avanex Corporation, an optical telecommunications company, from April 2005 to September 2005; Actelis Networks, a telecommunications company, from May 2004 to April 2005; Bermai, a WiFi semiconductor company, from November 2003 to April 2004; Gluon Networks, a telecommunications switch company, from February 2003 to October 2003; and Agility Communications, a telecommunications company, from November 2000 to January 2003. Mr. Yonker served as a director of LogicVision, a semiconductor company providing built-in-self-test and diagnostic solutions, from January 2005 until the company merged with Mentor Graphics in August 2009. Mr. Yonker holds a bachelor's degree in industrial engineering from the General Motors Institute and a master's degree in finance management from the Massachusetts Institute of Technology.

Dr. Martin C. Nuss, age 53, was appointed our Vice President of Technology and Strategy on November 16, 2007. Dr. Nuss was most recently Vice President and Chief Technology Officer of Ciena's Optical Ethernet group. Ciena provides leading network infrastructure solutions and intelligent software. Prior to Ciena's acquisition of the company in 2004, he was founder and Chief Technology Officer of Internet Photonics since 2000. He also served 15 years at Bell Labs in various technical and

4

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. Dr. Nuss holds a doctorate in applied physics from the Technical University in Munich, Germany.

Michael B. Green, age 64, was appointed our Vice President, General Counsel and Secretary on January 25, 2007. Mr. Green was an independent consultant in 2006 and from 1999 through 2005 was Vice President, General Counsel and Secretary of Worldwide Restaurant Concepts, Inc., an international restaurant company. Prior to that, he was counsel and senior attorney for Atlantic Richfield Company and Montgomery Ward & Co., Inc., respectively. Mr. Green has also worked in private practice and as a trial attorney for the Antitrust Division of the United States Department of Justice in Washington D.C. Mr. Green holds a bachelor's degree from Brooklyn College of the City University of New York and a JD degree from New York University School of Law.

Section 16(a) Beneficial Ownership Reporting Requirements

        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 2009 and any written representations that no other reports were required, the Section 16(a) reporting requirements for reports required to be filed for fiscal year 2009 were met.

Codes of Business Conduct and Ethics

        We have adopted a Code of Business Conduct and Ethics for members of the Board of Directors, a Code of Business Conduct and Ethics for all officers and employees of the Company and its consolidated subsidiaries, and a Code of Ethics for the Chief Executive Officer and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer/Controller and persons performing similar functions. Copies of these Codes are posted on our website, http://www.vitesse.com, under "Investors—Corporate Governance." We intend to disclose any amendment to, or waiver from, the provisions of these Codes on our website under "Investors—Corporate Governance."

Audit Committee

        Our Board of Directors has an Audit Committee. The Audit Committee currently consists of Chairman James Hugar and member Steve Hanson. Both members of the Audit Committee meet the independence, financial literacy, and other applicable requirements of the Exchange Act, the rules and regulations of the SEC and the requirements of the NASDAQ Listing Rules. Mr. Hugar has been designated by our Board as our "audit committee financial expert," as defined in Item 407 of Regulation S-K promulgated by the SEC.

        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 audits, the performance of our internal audit function, compliance with legal and regulatory requirements, our disclosure controls, and system of internal controls.

5

ITEM 11.    EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

        The Compensation Committee of the Board of Directors determines the overall executive compensation practices for our named executive officers. For fiscal 2009, our named executive officers were: Christopher R. Gardner, Chief Executive Officer; Richard C. Yonker, Chief Financial Officer; Dr. Martin C. Nuss, Vice President, Technology and Strategy; and Michael B. Green, Vice President, General Counsel and Secretary.

        Executive compensation for our named executive officers consists of three components:

•

Base Salary—the fixed amount of compensation paid to our named executive officers for performing their day-to-day duties;

•

Annual Cash Bonus—the annual cash bonus or incentive award payment, generally calculated as a percentage of base salary pursuant to an incentive plan or awarded at the discretion of the Compensation Committee; and

•

Equity Compensation—the high-risk, long-term incentive award that is designed to retain the named executive officers and align their financial interests with our stock price performance and other factors that directly and indirectly affect shareholder value. Equity awards are generally granted at the beginning of each fiscal year.

Compensation Philosophy and Objectives

        The basic philosophy of the Compensation Committee is to pay a reasonable and competitive base salary and to reward named executive officers for achievements during the previous fiscal year and incentivize performance in future years. Its overall goal is to establish and administer an executive compensation program that effectively attracts and retains highly skilled executive officers, enhances shareholder value, motivates technological innovation, and rewards executive officers who contribute to the Company's long-term success.

Compensation Practices

        Each year, the Compensation Committee determines the amounts of each named executive officer's base salary, annual cash bonus, and equity grants. The Compensation Committee reviews industry data as described below to gain an understanding of compensation levels within the industry for each executive position.

        The Compensation Committee previously reviewed the Radford Executive Survey to obtain industry data. Starting in fiscal year 2009, the Compensation Committee contracted with DolmatConnell, independent compensation consultants, to assess its competitors' executive compensation levels for base salary, annual cash bonus and equity awards.

        The Compensation Committee considers industry compensation data because it wishes to provide compensation packages that are neither at the low nor high ends of the range of comparable companies but, instead, are targeted toward the mid-point of the range of comparable companies. Overall, the Company's compensation for fiscal 2009 for its named executive officers is competitive with the market. While base salaries slightly lagged the market by approximately five to 15 percent, bonus targets bring total cash compensation to the 50^th percentile for comparable companies. Equity or long-term incentive compensation for fiscal 2009 for named executives is in line with or slightly below the 50^th percentile for comparable companies. The Compensation Committee's determinations regarding individual compensation elements are based on several factors beyond industry data

6

including, but not limited to, the criticality of the position, individual performance and company performance. After reviewing industry data and assessing the role and performance of each named executive officer, the Compensation Committee uses its discretion to set compensation levels for each of the three components for the named executive officers.

Consideration of Competitors' Compensation

        The Compensation Committee selected independent compensation consultants, DolmatConnell, to conduct a peer group compensation survey. DolmatConnell provides pay data of semiconductor companies, including the majority of our competitors.

        DolmatConnell's October 28, 2008 study benchmarked Vitesse's executive compensation and long-term incentives against 19 peer firms:

Actel Corporation	Magma Design Automation, Inc.
Anadigics, Inc.	Mindspeed Technologies, Inc.
Applied Digital Solutions, Inc.	MIPS Technologies, Inc.
Applied Micro Circuits Corporation	Nanometrics, Inc.
Cirrus Logic, Inc.	Oplink Communications, Inc.
DSP Group, Inc.	Pericom Semiconductor Corporation
Emcore Corporation	Sigma Designs, Inc.
Entropic Communications, Inc.	Silicon Image, Inc.
Ikanos Communications, Inc.	Sirf Technology Holdings, Inc.
IXYS Corporation

        DolmatConnell reviewed the potential peer landscape by assessing direct product competitors listed in Hoover's database, companies that listed Vitesse in their peer groups, local labor market companies and firms in Vitesse's related industries as referenced in Hoover's database. The resulting peer group of 19 companies was then selected using the following criteria:

•

Status as a U.S.-based, non-subsidiary public and actively traded firm;

•

Revenues between $100 million and $400 million;

•

Market capitalization between $60 million and $600 million; and

•

Product and industry similarity, as defined as communications chips, design foundry and packaging services and network chips.

        The peer group used in the compensation survey is representative of the market for executive talent in which Vitesse competes, although some of these firms may not be in direct competition with Vitesse. The list also differs from the previous Radford Executive Survey, as methodology and criteria were altered to reflect company size and market capitalization.

The Role of Management in Setting Executive Compensation

        Compensation for our named executive officers, other than our Chief Executive Officer, Christopher R. Gardner, is established by the Compensation Committee upon the recommendation of Mr. Gardner. With regard to our named executive officers other than the Chief Executive Officer, Mr. Gardner recommends individual goals and presents to the Compensation Committee his subjective evaluation of the other named executive officers in executive sessions. After consideration of Mr. Gardner's presentation, the ultimate decision as to compensation to be paid to those named executive officers is made by the Compensation Committee.

7

        The Compensation Committee is solely responsible for setting compensation for the Chief Executive Officer, including establishing goals and evaluating performance. Mr. Gardner does not participate in any Compensation Committee decisions regarding his own compensation.

Fiscal Year 2009 Compensation Practices

        The Compensation Committee determined bonuses for executives for the fiscal year based on 1) the Company's attainment of specific financial performance objectives for the fiscal year and 2) the executive's achievement of personal goals, including the successful restructuring of the Company's debt.

        For named executive officers other than Mr. Gardner, the bonus amount is based partially on the Company achieving a minimum Adjusted EBITDA. Adjusted EBITDA is calculated as net income before interest, expenses for taxes, depreciation, amortization, deferred stock compensation, and non-recurring professional fees, with the possibility of adjustment for certain unusual or non-recurring events. The Company under-performed its EBITDA goals for fiscal 2009 and thus this element was rated with zero weight for these officers in 2009. The Company requested, and the SEC granted, confidential treatment of the EBITDA goals in the Company's 2009 Executive Bonus Plan based on potential competitive injury to the Company if such information were disclosed. The EBITDA goals were established at multiple tiers of difficulty, with lower payouts at moderate 'plan' performance levels and higher payouts at higher 'stretch' performance levels. EBITDA goals were also used as a financial measure for bonuses in fiscal 2008.

        Because the minimum Adjusted EBITDA goal was not met, the maximum bonus under the formal 2009 Executive Bonus Plan for personal performance was 15% for each of Mr. Green and Dr. Nuss and 25% for Mr. Yonker. Mr. Gardner made a subjective assessment of the other named executive officers' performance, including his view of Mr. Yonker's and Mr. Green's performance with respect to the Company's legal and financial reporting, Mr. Green's and Dr. Nuss' achievement of intellectual property and patent sales, Dr. Nuss' contribution to the development of the Company's strategic directions and plan, and Mr. Yonker's contribution towards the Company's financial performance measures such as gross margin and cash. Based on this assessment, the named executive officers earned 55% to 70% of the personal goals component of their incentive compensation.

        Because the Compensation Committee considered the debt restructuring as an important Company objective, the Compensation Committee also included in this year's bonus program a component to reward the named executive officers for the extra time and effort required during fiscal 2009 in negotiating and supporting the debt restructuring that was successfully completed on October 30, 2009. Such component was awarded based on the named executive officer's contribution to such successful debt restructuring. Because Mr. Yonker and Mr. Green contributed a substantial portion of the effort on the debt restructuring, they earned the larger portion of this component resulting in a 25% incremental incentive payment based on this goal. Dr Nuss, who had a less substantial role in the debt restructuring, received an incremental 8.3% incentive payment. The total incentive based on personal performance as described in this and the prior paragraph is set forth for the named executive officers in the Summary Compensation Table.

        The bonus payment to the Chief Executive Officer for fiscal year 2009 was determined at the discretion of the Compensation Committee after assessing the Company's financial performance and reviewing Mr. Gardner's achievement in the following three areas: strategic execution (strategic plan, product execution), financial performance (revenue, gross margin, cash) and market position (growth, customer position) with strategic execution and financial performance weighted twice as heavily as market position. Based on achieved financial performance of the Company and a subjective evaluation of Mr. Gardner's performance, the Compensation Committee determined Mr. Gardner's incentive compensation to be 75% of his base salary, as reflected in the Summary Compensation Table.

8

        In prior years, bonus payments were made in two equal installments, one before the end of the second quarter of the following fiscal year and one before the end of the fourth quarter of the following fiscal year. The bonus payments for 2009 are to be made in a lump sum in the second quarter of fiscal 2010 or as soon as practicable after determination by the Compensation Committee, but in no event later than March 15, 2010, in order to comply with Section 409A of the IRS tax code.

        In October 2008, the Compensation Committee determined that it was appropriate to grant equity awards to its named executive officers. Such grants were weighted in such a way to achieve short term retention by granting restricted stock awards and with a focus towards long term incentive and retention by granting stock options. The number of grants of each type of award made to executive officers was determined at the discretion of the Compensation Committee after consultation with DolmatConnell and taking into consideration each officer's total percent of stock ownership. The grants were considered by DolmatConnell to be within the low- to mid-end of ranges of equity grants based on peer group market data.

        The Compensation Committee determined that these grants should have a three rather than four year vesting schedule to promote retention. The Compensation Committee may consider a four year vesting schedule for future grants. As part of the terms of the awards, the Compensation Committee determined that regardless of the vesting schedule no options would be exercisable, nor would any restricted stock units be converted to shares of common stock until the shares of the Company were listed on a national exchange.

Fiscal Year 2009 Actions

        On January 26, 2009, pursuant to an interim and temporary plan designed to protect the immediate operating performance and cash position of the Company, we reduced the base salaries of our named executive officers, effective February 1, 2009 through the end of the fiscal year, as follows: (i) Mr. Gardner—20% reduction; (ii) Mr. Yonker—10% reduction; (iii) Dr. Nuss—10% reduction; and (iv) Mr. Green—10% reduction. Also effective February 1, 2009, the Company suspended all matching contributions for its named executive officers in connection with the Company's 401(k) plan. In addition, there were reduced wages and benefits to substantially all other employees of the Company. These actions remained in effect through the end of the Company's 2009 fiscal year. These temporary salary reductions were not intended to reduce potential payments upon termination or change in control. Earned bonuses pursuant to the fiscal 2009 Executive Bonus Plan were calculated based upon the officers' full salaries before the temporary salary reduction.

        The Compensation Committee thought it appropriate to offer its named executive officers Change in Control Agreements in response to uncertainties surrounding the Company's imminent debt restructuring. Details of these agreements for Mr. Yonker and Mr. Green are set forth below under Employment Agreements. The Compensation Committee also agreed during the year to amend and restate Mr. Gardner's agreement to address certain tax issues as well as to incorporate an obligation to disgorge to the Company certain bonus payments and profits if the Company is 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, and the Company's board of directors determines that misconduct by Mr. Gardner has occurred and caused such restatement. The Compensation Committee also later agreed to extend the term of Mr. Gardner's agreement until January 27, 2010. Mr. Gardner's contract is currently being renegotiated.

Other Compensation

        The named executive officers enjoy the same benefits as all other employees of the Company, including medical, dental, vision, accidental death and dismemberment, group term life insurance in the

9

amount of two times annual compensation (up to $280,000), business travel insurance, and a 401(k) plan. Paid leave benefits include vacation, sick leave, holidays and a sabbatical after 10 years of employment. The Company offers education assistance and a health/fitness benefit of $100 per year for health club membership or health/fitness classes. The Company also offers monetary rewards for patents.

Compensation Committee Report

        The following Compensation 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 Compensation Committee Report by reference therein.

        The Board's Compensation Committee has submitted the following report for inclusion in this Amendment:

        We have reviewed and discussed the Compensation Discussion and Analysis contained in this Amendment with management. Based on our review of and the discussions with management with respect to the Compensation Discussion and Analysis, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment.

        The foregoing report is provided by the following directors, who constitute the Compensation Committee:

G. Grant Lyon, Chairman
Edward Rogas, Jr., member

Summary Compensation Table for Fiscal Year 2009

        The following table sets forth the compensation earned by our named executive officers for services rendered in all capacities to the Company during the fiscal years ended September 30, 2009, 2008 and 2007:

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(6)
Christopher R. Gardner		2009	$	303,333	$	—	$	23,788	$	273,218	$	262,500	$	1,212	$	864,051
Chief Executive Officer		2008		350,000		262,500		—		316,679		—		6,926		936,105
		2007		328,462		175,000		—		320,540		—		5,723		829,725
Richard C. Yonker		2009		256,667		—		11,894		54,457		116,875		2,689		442,582
Chief Financial Officer		2008		275,000		—		—		41,098		74,250		7,734		398,082
		2007		223,438		25,000		—		30,939		80,000		6,029		365,406
Dr. Martin C. Nuss		2009		205,333		—		5,947		7,246		38,133		2,539		259,198
Vice President,		2008		193,991		—		—		23,672		66,000		5,312		288,975
Technology and Strategy
Michael B. Green		2009		205,333		—		5,947		5,797		73,150		2,400		292,627
Vice President, General		2008		205,000		—		—		—		53,300		6,150		264,450
Counsel and Secretary		2007		153,750		20,000		—		—		41,000		4,021		218,771

(1)

Salary amounts reflect the actual base salary payments made to the named executive officers in fiscal years 2009, 2008 and 2007.

(2)

Bonus amounts for fiscal years 2009, 2008 and 2007 reflect non-incentive plan based cash payments.

(3)

Amounts reflected for stock and option awards are the dollar amounts recognized for financial reporting purposes in fiscal years 2009, 2008 and 2007 in accordance with ASC 718. The dollar amount recognized is computed under ASC 718, applying the same valuation model and assumptions used for financial reporting purposes, disregarding the estimate of

10

forfeitures related to service-based vesting conditions. See our Form 10-K for the years ended September 30, 2009 and prior for the weighted-average assumptions used in calculating the ASC 718 grant date fair values of all awards and options.

(4)

Non-equity incentive plan compensation represents incentive bonuses earned for services rendered during fiscal years 2009, 2008 and 2007. The bonus payments for 2009 are to be made in a lump sum by the end of the second quarter of fiscal 2010 or as soon as practicable after determination by the Compensation Committee, but in no event later than March 15, 2010.

(5)

Represents matching contributions to the Company's 401(k) plan from October 1, 2008 through January 31, 2009, and for fiscal years 2008 and 2007. Effective February 1, 2009, the Company suspended all matching contributions to the Company's 401(k) plan for its named executive officers.

(6)

Compensation reflected in the table does not include perquisites, personal benefits and other compensation amounts that do not, in the aggregate for each named individual for each year, exceed $10,000.

Grants of Plan-Based Awards in Fiscal Year 2009

        The following table sets forth information relating to plan-based awards granted to our named executive officers in fiscal year 2009:

									All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options
	Estimate Future Payouts Under Non-Equity Incentive Plan Awards(1)														Grant Date Fair Value of Stock and Option Awards(2)
													Exercise Price of Options (Per Share)
Name	Threshold		Target		Maximum		Grant Date
Christopher R. Gardner	$	—	$	350,000	$	525,000
								10/13/2008				400,000	$	0.37	$	90,160
								10/13/2008		200,000						74,000
Richard C. Yonker		—		110,000		165,000
								10/13/2008				200,000		0.37		45,080
								10/13/2008		100,000						37,000
Dr. Martin C. Nuss		—		66,000		88,000
								10/13/2008				100,000		0.37		22,540
								10/13/2008		50,000						18,500
Michael B. Green		—		66,000		88,000
								10/13/2008				80,000		0.37		18,032
								10/13/2008		50,000						18,500

(1)

Represents possible payouts for fiscal 2009 for the named executive officers under their respective bonus plans. Amounts actually earned are displayed in the Summary Compensation Table.

(2)

The grant date fair value of option awards has been calculated in accordance with ASC 718. In contrast to how we present amounts in the "Summary Compensation Table," we report the amounts in this column without apportioning the amount over the applicable service or vesting period.

11

Outstanding Equity Awards at Fiscal Year-End 2009

        The following table provides information regarding the holdings of equity awards by our named executive officers at September 30, 2009:

	Option Awards										Stock Awards
Name	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		120,000	(1)		—		$	35.91		10/19/2009		200,000	(b)	$	74,000
		200,000	(2)		—			17.44		4/6/2011
		120,000	(3)		—			7.27		10/2/2011
		20,000	(4)		—			7.27		10/2/2011
		2,885	(5)		—			7.27		10/2/2011
		270,600	(6)		—			7.27		10/2/2011
		29,400	(7)		—			7.27		10/2/2011
		225,000	(8)		—			0.83		10/17/2012
		100,000	(9)		—			6.97		10/20/2013
		75,000	(10)		—			2.58		10/27/2014
		75,000	(11)		—			2.58		10/27/2014
		112,500	(12)		—			2.58		10/27/2014
		—			37,500	(13)		2.58		10/27/2014
		82,500	(14)		27,500	(14)		2.40		12/2/2015
		300,000	(15)		100,000	(15)		1.53		6/21/2016
		—			400,000	(16)		0.37		10/13/2018
Richard C. Yonker		150,000	(17)		150,000	(17)		0.86		12/11/2016		100,000	(b)		37,000
		—			200,000	(16)		0.37		10/13/2018
Dr. Martin C. Nuss		50,000	(18)		150,000	(18)		0.99		11/16/2017		50,000	(b)		18,500
		—			100,000	(16)		0.37		10/13/2018
Michael B. Green		—			80,000	(16)		0.37		10/13/2018		50,000	(b)		18,500

(1)

Annual Grant: Vested 20% on 10/1/00, 20% on 10/1/01, 20% on 10/1/02, 20% on 10/1/03, and 20% on 10/1/04

(2)

Annual Grant: Vested 20% on 1/1/02, 20% on 1/1/03, 20% on 1/1/04, 20% on 1/1/05, and 20% on 1/1/06

(3)

Special Grant: Vested 25% on 10/1/01, 25% on 10/1/02, 25% on 10/1/03, and 25% on 10/1/04

(4)

Special Grant: Vested 20% on 1/1/02, 20% on 1/1/03, 20% on 1/1/04, 20% on 1/1/05, and 20% on 1/1/06

(5)

Special Grant: Vested 100% on 12/31/02

(6)

Annual Grant: Vested 22% on 10/1/02, 22% on 10/1/03, 22% on 10/1/04, 17% on 10/1/05, and 17% on 10/1/06

(7)

Annual Grant: Vested 1% on 10/1/02, 1% on 10/1/03, 4% on 10/1/04, 47% on 10/1/05, and 47% on 10/1/06

(8)

Annual Grant: Vested 20% on 10/17/02, 20% on 4/17/03, 20% on 10/17/03, 20% on 4/17/04, and 20% on 10/17/04

(9)

Annual Grant: Vested 25% on 10/20/04, 25% on 10/20/05, 25% on 10/20/06, and 25% on 10/20/07

(10)

Annual Grant: Vested 50% on 10/27/07 and 50% on 10/27/08

(11)

Annual Grant: Vested 50% on 10/27/05 and 50% on 10/27/06

(12)

Annual Grant: Vested 33% on 10/27/06, 33% on 10/27/07, and 34% on 10/27/08

12

(13)

Annual Grant: Vested 100% on 10/27/09

(14)

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

(15)

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

(16)

Annual Grant: Vested 50% on 10/14/09 and vests 25% on 10/13/10 and 25% on 10/13/11

(17)

Employment Agreement Grant: Vested 25% on 12/11/07, 25% on 12/11/08, and 25% on 12/11/09 and vests 25% on 12/11/10

(18)

Employment Agreement Grant: Vested 25% on 11/16/08 and 25% on 11/16/09 and vests 25% on 11/16/10 and 25% on 11/16/11

(a)

The market value of the stock awards is based on the closing price per share of Vitesse's stock on September 30, 2009, which was $0.37.

(b)

Annual Grant: Vested 50% on 10/14/09 and vests 25% on 10/13/10 and 25% on 10/13/11

Stock Option Exercises

        There were no stock options exercised by our named executive officers or vesting of restricted stock awards held by our named executive officers during fiscal year 2009.

Pension Benefits and Nonqualified Deferred Compensation for Fiscal Year 2009

        We do not have any plans that provide pension benefits to our named executive officers, nor do we have any nonqualified deferred compensation plans that provide for deferred compensation to our named executive officers.

Employment Agreements

Christopher R. Gardner Employment Agreement

        Mr. Gardner's compensation was established by his employment agreement, initially dated June 26, 2006. On July 27, 2007, the employment agreement with Mr. Gardner was amended. Under the amended agreement, his base salary was increased to $350,000 per year, effective April 1, 2007. On February 23, 2009, his agreement was amended and restated with no change in salary to address certain tax issues and provide for a return of bonuses paid under certain circumstances described below. During 2009, the Company implemented several measures to reduce expenses, including reductions in executive salaries. Effective February 1, 2009, Mr. Gardner's base salary was reduced by 20%, which reduction remained in effect through September 30, 2009. On July 8, 2009, his contract was amended to extend the term of the contract to January 27, 2010. Mr. Gardner's contract is currently being renegotiated.

        If Mr. Gardner's employment is terminated for Good Reason, or other than For Cause, death, or Disability, Mr. Gardner would be entitled to receive a lump sum payment equal to two years of his base salary plus two times the average of the maximum target bonus for the two most recent fiscal years prior to his termination, and he would be engaged as a consultant until the earlier of: (i) three years after the termination of his employment and (ii) one year after the date the Company has an effective registration statement under the Securities Act with respect to the shares to be issued upon exercise of options granted to him. In addition, Mr. Gardner's stock options outstanding on the date of his termination would continue to vest normally during his service as a consultant and those options would be exercisable until the earlier of: (i) 90 days following his termination as a consultant and (ii) the normal expiration dates of those options.

13

        "For Cause" is defined as termination by reason of: (i) the executive's conviction of a felony or plea of guilty or nolo contendere to a felony; (ii) the executive's intentional failure or refusal to perform his employment duties and responsibilities; (iii) the executive's intentional misconduct that injures the Company's business; (iv) the executive's intentional violation of any other material provision of his employment agreement or the Company's Code of Business Conduct and Ethics; or (v) as otherwise provided for in Section 8 of the employment agreement. Section 8 of Mr. Gardner's employment agreement is titled "Compliance with Vitesse Policies and Procedures" and states:

"As a member of Vitesse management, Executive will be expected to comply with all provisions of the Vitesse Policies, Procedures Manual and Employee Handbook, as amended from time-to-time. Executive acknowledges, by signature on this Agreement, that failure to comply with and ensure enforcement of Vitesse's policies, procedures and all federal/state laws relating to business operations may result in immediate termination of employment For Cause."

        "Disability" is defined as a physical or mental impairment of the executive as certified in a written statement from a licensed physician selected or approved by our Board that renders the executive unable to perform his duties under his employment agreement (after reasonable accommodation, if necessary, by the Company that does not impose an undue hardship on the Company) for 150 consecutive days or for at least 210 days (regardless of whether such days are consecutive) during any period of 365 days.

        "Good Reason" is defined as the occurrence, without the executive's written consent, of any of the following actions unless the action is fully corrected (if possible) within 15 days after the Company receives written notice of the action from the executive: (i) a material reduction in the executive's base salary; (ii) the Company's failure to pay the executive any material amount that is expressly required to be paid under his employment agreement; (iii) the Company's material and adverse reduction of the nature of the executive's duties and responsibilities, disregarding mere changes in title; (iv) the Company's requirement that the executive perform his principal employment duties at an office that is more than 35 miles from Camarillo, California; or (v) a Change in Control. A Change in Control means (i) a consolidation or merger of the Company with or into any other entity or entities or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of or (ii) a sale, conveyance or disposition of all or substantially all the assets of the Company.

        Mr. Gardner's agreement contains a provision that would require him to return any bonus payments earned if the Company 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, and the Board determines that misconduct by Mr. Gardner occurred and caused such restatement.

Richard C. Yonker Employment Agreement

        Mr. Yonker's compensation was established by his employment agreement, dated November 16, 2006, and was amended on June 26, 2007. An employment agreement dated February 20, 2009 superseded the prior Agreement and Amendment. Under his current agreement, Mr. Yonker receives a base salary of $275,000 per year. During 2009, the Company implemented several measures to reduce expenses, including reductions in executive salaries. Effective February 1, 2009, Mr. Yonker's base salary was reduced by 10%, which reduction remained in effect through September 30, 2009. Mr. Yonker's employment agreement terminates on February 20, 2011 but automatically renews for an additional 24 months if no prior written notice of termination is provided.

        If Mr. Yonker's employment is terminated for Good Reason or other than For Cause (defined in a manner substantially the same as in Mr. Gardner's employment agreement), death, or Disability

14

(defined in a manner substantially the same as in Mr. Gardner's employment agreement), he will receive severance pay equal to 12 months of his then base salary and be eligible for his earned bonus, prorated through his date of termination. In addition, if such termination of employment occurs within the 12 months following a change in control (defined in a manner substantially the same as in Mr. Gardner's employment agreement), Mr. Yonker would be entitled to an additional bonus equal to the amount of his maximum potential annual bonus for the fiscal year. If such termination of employment does not occur within 12 months following a change in control, Mr. Yonker would be eligible for an additional bonus equal to a full year bonus based on his performance. In the event of a Change in Control (defined in a manner substantially the same as in Mr. Gardner's employment agreement) of the Company (or its successor) and any involuntary termination other than For Cause or Mr. Yonker's resignation for Good Reason within one year of such a Change in Control, then any equity awards granted prior to the Change in Control would be accelerated and immediately become vested as though the equity awards were vesting over four years in 48 equal monthly amounts, and as though Mr. Yonker had completed an additional two years of service with the Company, and those options would be exercisable for an additional 90 days following the date of termination of employment.

        "Good Reason" is defined as the occurrence, without the executive's written consent, of any of the following actions unless the action is fully corrected (if possible) within 15 days after the Company receives written notice of the action from the executive: (i) a material reduction in the executive's base salary; (ii) the Company's failure to pay the executive any material amount that is expressly required to be paid under his employment agreement; (iii) the Company's material and adverse reduction of the nature of the executive's duties and responsibilities, disregarding mere changes in title; (iv) the Company's requirement that the executive perform his principal employment duties at an office that is more than 35 miles from Camarillo, California or (v) the Company's failure to renew the agreement.

        Mr. Yonker is bound by a non-solicitation clause for the duration of his employment pursuant to his agreement and for two years thereafter. This clause precludes him from directly or indirectly soliciting any person who is currently employed or has been employed by the Company within the prior six months. During the term of his agreement, Mr. Yonker is also precluded from influencing customers, vendors, and other partners of the Company in a way that would divert business away from the Company or otherwise materially interfere with any business relationship of the Company.

        Mr. Yonker's agreement contains a provision that would require him to return any bonus payments earned if the Company 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, and the Board determines that misconduct by Mr. Yonker occurred and caused such restatement.

Martin Nuss Employment Arrangement

        On November 16, 2007, the Board of Directors appointed Dr. Martin Nuss as Vice President Technology and Strategy. Dr. Nuss received an employment letter from the Company pursuant to which the Company agreed that he is entitled to receive $220,000 as an annual base salary. During 2009, the Company implemented several measures to reduce expenses, including reductions in executive salaries. Effective February 1, 2009, Dr. Nuss' base salary was reduced by 10%, which reduction remained in effect through September 30, 2009.

        Dr. Nuss is eligible to participate in the Executive Bonus Plan and he is also entitled to employee benefits provided to other senior executives. In the event that his employment is terminated at any time by the Company other than for cause or he terminates his employment within nine months after a Change in Control resulting in a material change in his position, responsibilities, or compensation, Dr. Nuss will be entitled to a lump sum payment equal to 12 months of his then base salary. For this

15

purpose, "for cause" is defined in a manner substantially the same as in Mr. Gardner's employment agreement with the addition of failure to effectively perform his job duties and responsibilities and "Change in Control" means the occurrence of any of the following:

•

The acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Exchange Act), of beneficial ownership of more than 51 percent of the aggregate outstanding voting power of the capital stock of the Company;

•

The Company's consolidation with or merger into another entity where the Company is not the surviving entity or the Company conveys, transfers, or leases all, or substantially all, of its property and assets to another person;

•

Any entity consolidates with or merges into the Company in a transaction pursuant to which the Company's outstanding voting capital stock is reclassified or changed into or exchanged for cash, securities or other property, other than any such transaction described in this clause in which no person or group (within the meaning of Section 13(d)(3) of the Exchange Act) has, directly or indirectly, acquired beneficial ownership of more than 51 percent of the Company's outstanding voting capital stock; or

•

Approval by the Company's shareholders of the complete liquidation or dissolution of the Company.

Michael B. Green Employment Arrangement

        Mr. Green received an employment letter, dated January 2, 2007, from the Company pursuant to which the Company agreed, among other things, that Mr. Green would receive an annual base salary of $205,000. On October 1, 2008, his annual salary was increased to $220,000. During 2009, the Company implemented several measures to reduce expenses, including reductions in executive salaries. Effective February 1, 2009, Mr. Green's base salary was reduced by 10%, which reduction remained in effect through September 30, 2009.

        Mr. Green's original employment letter was superseded by a Change in Control Agreement dated February 25, 2009, which remains in effect until the earlier of February 25, 2011 or his termination of employment.

        If the Company experiences a Change in Control (defined in a manner substantially the same as in Mr. Gardner's employment agreement) and Mr. Green's employment is involuntarily terminated without Business Reasons, or if a Constructive Termination occurs, he will receive severance pay equal to 6 months of his current base salary plus an additional week of base salary for every 12 months of employment with the Company. He will also receive 12 months of paid COBRA coverage for medical and dental insurance and be eligible for a pro-rata bonus. In the event of a Change in Control of the Company (or its successor), any equity awards granted prior to the Change in Control would be accelerated and immediately become vested as though the equity awards were vesting over four years in 48 equal monthly amounts, and as though Mr. Green had completed an additional two years of service with the Company, and any stock options would be exercisable for an additional 90 days following the date of termination of employment.

        Mr. Green is bound by a non-solicitation clause for the duration of his employment pursuant to his agreement and for one year following a Change in Control. This clause precludes him from directly or indirectly soliciting any person who is currently employed or has been employed by the Company within the prior six months.

        In Mr. Green's Change in Control Agreement, "Business Reasons" is defined in a manner substantially the same as "For Cause" in Mr. Gardner's employment agreement and "Constructive Termination" is defined as (i) a material reduction in the executive's base salary; (ii) the Company's

16

material and adverse reduction of the nature of the executive's duties and responsibilities, disregarding mere changes in title; or (iii) the Company's requirement that the executive perform his principal employment duties at an office that is more than 35 miles from Camarillo, California.

Potential Payments upon Termination or Change-in-Control

        If Mr. Gardner's employment were to have been terminated on September 30, 2009, for Good Reason or for reasons other than For Cause, death or Disability, he would have received a lump sum severance payment of $1,575,000 and he would be engaged as a consultant at $3,000 per month until the earlier of: (i) three years after the termination of his employment; and (ii) one year after the date we have an effective registration statement under the Securities Act with respect to the shares to be issued upon exercise of options granted to him. In addition, Mr. Gardner's stock options outstanding on the date of his termination would continue to vest normally during his service as a consultant and those options would be exercisable until the earlier of 90 days following his termination as a consultant and the normal expiration dates of those options. As of September 30, 2009, all of Mr. Gardner's outstanding stock option awards were out-of-the-money.

        If Mr. Yonker's employment were to have been terminated on September 30, 2009, for Good Reason or for reasons other than For Cause, death or Disability, he would have received a lump sum payment of his annual base salary of $275,000 plus $233,750 (twice his earned bonus of $116,875). If a Change in Control had occurred within the 12 months prior to September 30, 2009, Mr. Yonker would have received his annual base salary of $275,000 plus $281,875 (his earned bonus of $116,875 and an additional $165,000 upon such termination, representing his maximum bonus for the year). In addition, the shares underlying all of Mr. Yonker's outstanding stock options and restricted stock unit awards would be accelerated and immediately become vested as though equity awards were vesting over four years in 48 equal monthly amounts, and he had completed an additional 24 months of service with the Company. Those options would be exercisable for an additional 90 days after termination. As of September 30, 2009, all of Mr. Yonker's outstanding stock option awards were out-of-the-money. The vesting of 72,917 of Mr. Yonker's restricted stock units would be accelerated. Based on the closing price per share of the Company's stock on September 30, 2009 of $0.37, the value of such restricted stock units subject to accelerated vesting was $26,979.

        If Dr. Nuss' employment were to have been terminated on September 30, 2009 by the Company other than for cause or by Dr. Nuss within nine months after a Change in Control resulting in a material change in his position, responsibilities, or compensation, he would have received a lump sum payment of $220,000.

        If Mr. Green's employment were to have been terminated on September 30, 2009, as a result of a Change in Control, he would have received a lump sum payment of $118,462 as well as his earned bonus of $73,150. He would also receive 12 months of paid COBRA coverage for medical and dental insurance at a cost to the Company of $17,869. Vesting of outstanding stock options and other equity arrangements would be accelerated and immediately become vested as though equity awards were vesting over four years in 48 equal monthly amounts, and he had completed an additional 24 months of service with the Company. Those options would be exercisable for an additional 90 days after termination. As of September 30, 2009, all of Mr. Green's outstanding stock option awards were out-of-the-money. The vesting of 36,458 of Mr. Green's restricted stock units would be accelerated. Based on the closing price per share of the Company's stock on September 30, 2009 of $0.37, the value of such restricted stock units subject to accelerated vesting was $13,490.

        Upon termination, all named executive officers would also receive any vacation accrued and unpaid as of the date of termination.

17

Compensation of Directors

        Effective July 27, 2007, after consultation with compensation consultants, the Board of Directors adopted the following compensation package for directors:

(i)

Directors receive an annual retainer of $25,000, paid monthly, $1,000 for each in-person Board meeting and $500 for each scheduled conference call Board meeting;



(ii)

The Chairperson of the Board (or Independent Lead Director if the Chairperson of the Board is an executive of the Company) receives an annual retainer of $45,000; and the Chairpersons of the committees of the Board each receive an additional annual retainer of $10,000;



(iii)

For each in-person committee meeting, the Chairperson of the committee receives $1,250 and the other members of the committee receive $1,000; and $500 for each scheduled conference call committee meeting; and



(iv)

The equity portion of the compensation package was changed so that new directors after June 1, 2007 receive options to purchase 75,000 shares of our common stock and continuing directors receive an annual grant of options to purchase 40,000 shares of our common stock.

        In October 2008, the Board of Directors formed the Strategic Development Committee. This Committee initially consisted of Edward Rogas, Jr., Steven Hanson and former director Guy Adams. The function of this Committee was to seek and evaluate various alternatives to refinancing the 2024 Debentures. The Strategic Development Committee received a monthly retainer of $10,000. In July 2009, the Board of Directors made the decision to expand the Strategic Development Committee to include directors Robert Lundy and Willow Shire. The Strategic Development Committee was dissolved upon the successful completion of the debt restructuring on October 30, 2009.

Director Compensation Table for Fiscal Year 2009

        The following table presents information regarding the compensation earned during fiscal year 2009 by members of our Board of Directors who are not also our employees (referred to as "Non-Employee Directors"). The compensation paid to Mr. Gardner, who is employed by us, is presented above in the Summary Compensation Table and the related explanatory tables. Directors who are also officers or employees of the Company or its subsidiaries receive no additional compensation for their services as directors.

Name	Fees Earned or Paid in Cash		Option Awards(1)		Total
Guy W. Adams(2)	$	175,337	$	18,410	$	193,747
Vincent Chan Ph.D(3)		28,771		18,749		47,520
Steven P. Hanson(4)		165,254		19,180		184,434
Robert A. Lundy(5)		93,754		14,230		107,984
Edward Rogas, Jr.(6)		185,750		25,473		211,223
Willow B. Shire(7)		112,504		19,149		131,653

(1)

Amounts shown do not reflect compensation actually received by the directors. Instead, the amounts shown are the stock option related compensation costs recognized in fiscal year 2009 for financial statement reporting purposes as determined pursuant to ASC 718. The assumptions used in the calculation of values of option awards are set forth under our Forms 10-K for the years ended September 30, 2009 and prior.

(2)

Mr. Adams became a director on October 25, 2007 and resigned as a director effective October 30, 2009. Option awards amount reflects compensation costs recognized in fiscal year 2009 for stock option grants with the following fair values as of the grant date: 75,000 options granted on

18

October 25, 2007 with a grant date fair value of $46,500 and 40,000 options granted on January 1, 2009 with a grant date fair value of $9,796. As of September 30, 2009, Mr. Adams had 115,000 options outstanding.

(3)

Dr. Chan resigned as a director on July 7, 2009. Option awards amount reflects compensation costs recognized in fiscal year 2009 for stock option grants with the following fair values as of the grant date: 40,000 options granted on January 1, 2004 with a fair value of $179,851, 40,000 options granted on January 1, 2005 with a fair value of $86,583, and 40,000 options granted on January 1, 2006 with a fair value of $57,531. As of September 30, 2009, Dr. Chan had 100,000 options outstanding.

(4)

Mr. Hanson became a director on August 16, 2007. Option awards amount reflects compensation costs recognized in fiscal year 2009 for 75,000 options granted on August 16, 2007 with a grant date fair value of $49,655 and 40,000 options granted on January 1, 2009 with a grant date fair value of $9,796. As of September 30, 2009, Mr. Hanson had 115,000 options outstanding.

(5)

Mr. Lundy became a director on May 2, 2008 and resigned as a director effective October 30, 2009. Option awards amount reflects compensation costs recognized in fiscal year 2009 for a stock option grant of 75,000 options granted on May 2, 2008 with a grant date fair value of $29,250 and 40,000 options granted on January 1, 2009 with a grant date fair value of $9,796. As of September 30, 2009, Mr. Lundy had 115,000 options outstanding.

(6)

Mr. Rogas became a director on January 24, 2006. Option awards amount reflects compensation costs recognized in fiscal year 2009 for 40,000 options granted on January 24, 2006 with a grant date fair value of $75,732 and 40,000 options granted on January 1, 2009 with a grant date fair value of $9,796. As of September 30, 2009, Mr. Rogas had 80,000 options outstanding.

(7)

Ms. Shire became a director on June 26, 2007 and resigned as a director effective October 30, 2009. Option awards amount reflects compensation costs recognized in fiscal year 2009 for stock option grants with the following fair values as of the grant date: 40,000 options granted on June 26, 2007 with a grant date fair value of $29,179, 35,000 options granted on July 27, 2007 with a grant date fair value of $25,172, and 40,000 options granted on January 1, 2009 with a grant date fair value of $9,796. As of September 30, 2009, Ms. Shire had 115,000 options outstanding.

Compensation Committee Interlocks and Insider Participation

        The Compensation Committee currently consists of G. Grant Lyon, Chairperson, and Edward Rogas, Jr. Former directors Guy W. Adams, Vincent Chan, Robert A. Lundy, and Willow B. Shire served as members of the Compensation Committee during fiscal year 2009. No director who served on the Compensation Committee of our Board during fiscal year 2009 currently is, or during fiscal year 2009, was an officer or employee of the Company or had any relationship requiring disclosure by us under Item 404 of Regulation S-K. In addition, no member of our Compensation Committee is, or during fiscal year 2009 was, employed by a company whose Board of Directors includes or included any members of our management.

19

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Equity Compensation Plan Information

		A			B			C
Plan Category		Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants or Rights			Weighted Average Exercise Price of Outstanding Options, Warrants or Rights			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
Equity Compensation Plans approved by Shareholders(1)			21,939,222	(2)	$	4.56	(3)		25,394,347
Equity Compensation Plans not approved by Shareholders(4)			2,696,743			6.05			560,215
	Total(5)		24,635,965		$	4.72			25,954,562

(1)

Consists of the 2001 Stock Incentive Plan, the 1991 Stock Option Plan, the 1991 Directors' Stock Option Plan and the 1991 Employee Stock Purchase Plan. No additional awards are being made under the 1991 Stock Option Plan or the 1991 Directors' Stock Option Plan. The 1991 Employee Stock Purchase Plan was suspended in July 2006.

(2)

Includes 3,443,253 RSUs, which do not have an exercise price.

(3)

Includes weighted average exercise price for stock options only.

(4)

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.

(5)

The table does not include information for equity compensation plans assumed by the Company in connection with acquisitions of the companies that originally established those plans. As of September 30, 2009, a total of 56,971 shares of the Company's common stock were issuable upon exercise of outstanding options under those assumed plans. The weighted average exercise price of those options outstanding is $19.55 per share. No additional options may be granted under those assumed plans.

Security Ownership of Certain Beneficial Owners and Management

        The following table sets forth certain information regarding the beneficial ownership of shares of our common stock based on 403,841,802 shares of common stock outstanding as of January 25, 2010 by: (i) all those known by us to be beneficial owners of more than five percent of the outstanding shares of our common stock; (ii) each of our executive officers named in the Summary Compensation Table; (iii) each of our current directors; and (iv) all of our current executive officers and directors as a group. Five percent or greater shareholder information is based on information contained in Schedule 13D/13G filings. Unless otherwise indicated, the address of each of the beneficial owners

20

listed in this table is: c/o Vitesse Semiconductor Corporation, 741 Calle Plano, Camarillo, California 93012.

Name of Individuals or Identity of Group		Shares Beneficially Owned			Shares Exercisable Within 60 Days of January 25, 2010		Total Shares Beneficially Owned Plus Exercisable Within 60 Days of January 25, 2010		Shares Exercisable Within 60 Days of January 25, 2010 and upon the Company's Listing on an Exchange			Percent of Total Shares Outstanding
Linden Capital, L.P.			12,471,723	(1)		30,934,598		43,406,321		—		9.9%
	c/o Wakefield Quin
	Victoria Place
	31 Victoria Street
	Hamilton HM10, Bermuda
AQR Capital Management, LLC; AQR			33,983,288	(2)		7,018,511		41,001,799		—		9.9%
	Absolute Return Master Account L.P.
	Two Greenwich Plaza, 3rd Floor
	Greenwich, CT 06830
Whitebox Advisors, LLC			39,980,334	(3)		403,803		40,384,137		—		9.9%
	3033 Excelsior Boulevard, Suite 300
	Minneapolis, MN 55416
CNH CA Master Account, L.P.			39,980,338	(4)		403,798		40,384,136		—		9.9%
	Two Greenwich Plaza, 3rd Floor
	Greenwich, CT 06830
Aristeia Master, L.P.			39,755,096	(5)		—		39,755,096		—		9.8%
	136 Madison Avenue, 3rd Floor
	New York, NY 10016
ABN AMRO Bank N.V.,			26,726,116	(6)		—		26,726,116		—		6.6%
	London Branch
	c/o RBS Global Banking & Markets
	600 Washington Boulevard
	Stamford, CT 06901
Kopp Investment Advisors, LLC			21,138,676	(7)		—		21,138,676		—		5.2%
	7701 France Avenue South,
	Suite 500
	Edina, MN 55435
Christopher R. Gardner			193,734			—		193,734		1,977,885	(8)	*
Richard C. Yonker			—			—		—		375,000	(9)	*
Dr. Martin C. Nuss			—			—		—		175,000	(10)	*
Michael B. Green			—			—		—		65,000	(10)	*
Steven P. Hanson			—			—		—		86,500	(11)	*
Edward Rogas, Jr.			—			—		—		80,000	(11)	*
G. Grant Lyon			—			—		—		—		*
James H. Hugar			—			—		—		—		*
All executive officers and Directors as a group (8 persons)			193,734			—		193,734		2,759,385		*

*

Less than 1% of the outstanding Common Stock.

(1)

A Schedule 13G/A was filed by Linden Capital, L.P. ("Linden Capital"), Linden GP LLC ("Linden GP") and Siu Min Wong with the SEC on January 15, 2010. Linden GP is the general partner of Linden Capital and Mr. Wong is the managing member of Linden GP. Therefore, Linden GP and Mr. Wong may each be deemed to beneficially own the shares of common stock owned by Linden Capital. Linden Capital, Linden GP and Mr. Wong have shared power to vote or direct the vote and to dispose or direct the disposition of the shares held by Linden Capital. The shares exercisable within 60 days include shares of common stock issuable upon conversion of the 187,503.01 shares of Series B Preferred Stock and $6,150,000 principal amount of debt

21

securities held by Linden Capital. The shares of Series B Preferred Stock and the debt securities are convertible into shares of common stock but only to the extent that conversion would not cause the holder to become a beneficial owner of more than 9.99% of the shares of common stock outstanding.

(2)

AQR Capital Management, LLC and its affiliates beneficially own an aggregate of 33,983,288 shares of common stock and debt securities that are convertible into 7,018,511 shares of common stock.

(3)

Whitebox Advisors, LLC and its affiliates beneficially own an aggregate of 448,563.71 shares of Series B Preferred Stock that are convertible into an aggregate of 44,856,371 shares of common stock and $16,963,000 aggregate principal amount of debt securities that are convertible into an aggregate of 75,391,110 shares of common stock. The shares of Series B Preferred Stock and the debt securities are convertible into shares of common stock but only to the extent that conversion would not cause the holder to become a beneficial owner of more than 9.99% of the shares of common stock outstanding.

(4)

CNH CA Master Account, L.P. and its affiliates beneficially own an aggregate of 134,718.93 shares of Series B Preferred Stock that are convertible into an aggregate of 13,471,893 shares of common stock and $10,689,000 aggregate principal amount of debt securities that are convertible into an aggregate of 47,506,666 shares of common stock. The shares of Series B Preferred Stock and the Debt securities are convertible into shares of common stock but only to the extent that conversion would not cause the holder to become a beneficial owner of more than 9.99% of the shares of common stock outstanding.

(5)

Aristeia Master, L.P. and its affiliates beneficially own $7,950,000 aggregate principal amount of debt securities that are convertible into an aggregate of 35,333,333 shares of common stock. The debt securities are convertible into shares of common stock but only to the extent that conversion would not cause the holder to become a beneficial owner of more than 9.99% of the shares of common stock outstanding.

(6)

ABN AMRO Bank N.V., London Branch beneficially owns $5,345,000 aggregate principal amount of debt securities that are convertible into an aggregate of 23,755,556 shares of common stock. The debt securities are convertible into shares of common stock but only to the extent that conversion would not cause the holder to become a beneficial owner of more than 9.99% of the shares of common stock outstanding.

(7)

On January 22, 2010, a Schedule 13D/A was filed by Kopp Investment Advisors, LLC ("KIA"), Kopp Holding Company, LLC ("KHCLLC"), and LeRoy C. Kopp with the SEC. With respect to the shares reported on the Schedule 13D/A, 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 and chief investment officer of KIA and KHCLLC. As reported in the Schedule 13D/A, KIA has sole voting power with respect to 21,074,776 shares and shared dispositive power with respect to 7,887,676 shares, KHCLLC does not have voting or dispositive with respect to any shares, but beneficially owns 21,074,776 shares, and Mr. Kopp has sole dispositive power with respect to 13,251,000 shares and beneficially owns 21,138,676 shares.

(8)

Represents vested restricted stock units and options as of January 25, 2010 or that become vested within 60 days of January 25, 2010. Each restricted stock unit represents a right to receive one share of common stock. Of 200,000 restricted stock units granted on October 13, 2008, 50% vested on October 14, 2009, with the remainder vesting in two annual installments of 25% each on October 13, 2010 and October 13, 2011, respectively. Such vested options are not exercisable nor are the shares underlying restricted stock units deliverable until the Company's common stock is listed on a national security exchange.

(9)

Represents vested restricted stock units and options as of January 25, 2010 or that become vested within 60 days of January 25, 2010. Each restricted stock unit represents a right to receive one share of common stock. Of 100,000 restricted stock units granted on October 13, 2008, 50% vested on October 14, 2009, with the remainder vesting in two annual installments of 25% each on October 13, 2010 and October 13, 2011, respectively. Such vested options are not exercisable nor are the shares underlying restricted stock units deliverable until the Company's common stock is listed on a national security exchange.

(10)

Represents vested restricted stock units and options as of January 25, 2010 or that become vested within 60 days of January 25, 2010. Each restricted stock unit represents a right to receive one share of common stock. Of 50,000 restricted stock units granted on October 13, 2008, 50% vested on October 14, 2009, with the remainder vesting in two annual installments of 25% each on October 13, 2010 and October 13, 2011, respectively. Such vested options are not exercisable nor are the shares underlying restricted stock units deliverable until the Company's common stock is listed on a national security exchange.

(11)

Represents options vested as of January 25, 2010 or that become vested within 60 days of January 25, 2010. Such vested options are not exercisable nor are the shares underlying restricted stock units deliverable until the Company's common stock is listed on a national security exchange.

22

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Transactions with Related Persons

        We are currently a party to a consulting agreement with Lynn Jones, who shares a household with Mr. Gardner, our Chief Executive Officer and a director. Ms. Jones was previously employed with the Company as a paralegal from September 2000 until July 2006. She was asked to assist the Company in fiscal 2009 because of her experience and her knowledge of the Company, as well as the increasing demands placed on the Company's legal resources as a result of the imminent debt restructuring that was completed on October 30, 2009. From October 1, 2008 through December 31, 2009, we paid Ms. Jones an aggregate of $137,086 in cash compensation, at a rate of $80.00 per hour, pursuant to the consulting agreement for her services as a legal consultant.

        The charter of our Board's Audit Committee provides that the Audit Committee is responsible for reviewing, in consultation with our General 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, which we refer to as our Employees' Code, and our Code of Business Conduct and Ethics for Members of the Board of Directors, which we refer to as our Directors' Code. The Employees' Code requires all officers and employees to discharge their responsibilities solely on the basis of the Company's best interests, independent of personal interests, considerations or relationships. This 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 General Counsel. The Directors' Code requires members of our Board to take all reasonable steps to avoid conflicts of interest with the Company. Additionally, the Directors' Code requires members of our Board to promptly disclose to the Chairperson of our Nominating and 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 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.

Directors' Independence

        Except for Christopher R. Gardner, our President, Chief Executive Officer, and a director, all of our directors meet the independence requirements set forth in the NASDAQ Listing Rules and the members of our Audit Committee also meet the additional independence requirements set forth in the NASDAQ Listing Rules and the SEC for Audit Committee members.

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES

Fees Paid to Principal Accountants

        The following table shows the approximate fees billed to us by BDO Seidman, LLP, our independent registered public accounting firm:

	2009		2008
Audit Fees	$	2,694,422	$	2,376,850
Audit-Related Fees		140,958		—
Tax Fees		309,892		120,450
All Other Fees		—		—
Total	$	3,145,272	$	2,497,300

23

Audit Fees

        This category includes the audit of our annual financial statements, review of financial statements included in our Form 10-Q quarterly reports, and services that are normally provided in connection with statutory and regulatory filings or engagements for those fiscal years. This category also includes advice on accounting matters that arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by non-U.S. jurisdictions and the preparation of an annual "management letter" on internal control matters.

Audit-Related Fees

        This category consists of professional services rendered primarily in connection with our debt restructuring activities. These professional services continued through consummation of the debt restructuring on October 30, 2009, as discussed in the Original Form 10-K.

Tax Fees

        This category consists of professional services rendered primarily in connection with computation of our tax provision as well as tax compliance activities, including the preparation of tax returns in certain overseas jurisdictions and technical tax advice related to the preparation of tax returns.

Pre-Approval Policies and Procedures

        The Audit Committee, in 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 2009 and 2008.

PART IV

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)

(1) and (2)

        See the financial statements and financial statement schedules listed in Item 8. Financial Statements and Supplementary Data.

(b)

Exhibits

No.		Description
	2.1	Purchase and Sale Letter Agreement, dated October 29, 2007, between the Company and Maxim Integrated Products, Inc. (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed August 29, 2007).
	3.1	Amended and Restated Certificate of Incorporation (Incorporated by reference to Exhibit 3.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2000 filed May 5, 2000).
	3.2	Bylaws (Incorporated by reference to Exhibit 3.2 to the Company's current report on Form 8-K filed on December 2, 2004).

24

No.			Description
	4.1		Specimen of Registrant's Common Stock Certificate (Incorporated by reference to the Company's Registration Statement on Form S-1 (File no. 33-43548), effective December 10, 1991 filed October 25, 1991).
	4.2		Warrant Registration Rights Agreement, dated January 25, 2007 (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed January 31, 2007).
	4.3		Certificate of Designation with respect to Series B Participating Convertible Non-Cumulative Preferred Stock (Incorporated by reference to Exhibit 4.3 to the Company's Form 8-K filed October 30, 2009).
	4.4		Indenture between the Company and U.S. Bank National Association, as Trustee, dated as of October 30, 2009 (Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed October 30, 2009).
	4.5		Form of 8.0% Convertible Second Lien Debentures Due 2014 (included in Exhibit 4.4)
	4.6	**	Guaranty, dated October 30, 2009, executed by Vitesse Manufacturing & Development Corporation and Vitesse Semiconductor Sales Corporation in favor of U.S. Bank National Association, as Trustee, under the Indenture dated September 22, 2004, governing the Company's 8.0% Convertible Second Lien Debentures Due 2014
	10.1	†	Change in Control Agreement between the Company and Michael Green dated February 25, 2009 (Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed February 26, 2009).
	10.2	†	Employment Agreement between the Company and Richard Yonker dated February 20, 2009 (Incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed February 26, 2009).
	10.3	†	Amended and Restated Employment Agreement between the Company and Christopher Gardner dated February 25, 2009 (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed February 26, 2009).
	10.4	†	Letter Agreement, dated October 26, 2007, between the Company and Dr. Martin C. Nuss (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed November 20, 2007).
	10.5	†	Form of Indemnity Agreement between the directors and the Company (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed August 22, 2007).
	10.6		Loan Agreement, dated August 23, 2007 between the Company and Whitebox VSC, Ltd. (Incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed August 29, 2007).
	10.7		First Amendment to Loan Agreement, dated as of October 16, 2009, among Vitesse Semiconductor Corporation, the Lenders named therein and Whitebox VSC Ltd., as agent (Incorporated by reference to Exhibit 10.4 to the Company's Form 8-K filed October 20, 2009).
	10.8		Term Note, dated October 29, 2007 between the Company and Whitebox VSC, Ltd. for $30 million (Incorporated by reference to Exhibit 4.1 to the Company's Form 8-K filed October 31, 2007).

25

No.			Description
	10.9		Debt Conversion Agreement, dated October 16, 2009, by and among the Company and AQR Absolute Return Master Account, L.P., Aristeia Master, L.P., Aristeia Partners, L.P., CNH Master Account, L.P., Linden Capital L.P., Whitebox Advisors, LLC, Tonga Partners, L.P., Tonga Partners QP, L.P., Anegada Master Fund, LTD., Cuttyhunk Master Portfolio and ABN AMRO Bank N.V. (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 20, 2009).
	10.10		Form of Lock-Up Agreement, dated October 16, 2009, by and among the Company and the beneficial owners of 1.5% Convertible Subordinated Debentures due 2024 (Incorporated by reference to Exhibit 10.6 to the Company's Form 8-K filed October 20, 2009).
	10.11		Intellectual Property, Assignment and License Agreement, dated October 29, 2007 between the Company and Maxim Integrated Products, Inc. (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed October 31, 2007).
	10.12		Sale and Purchase Agreement, dated June 30, 2009, between the Company and a third-party purchaser (portions of this exhibit have been omitted pursuant to a request for confidential treatment) (Incorporated by reference to Exhibit 10.11 to the Company's Form 10-Q filed August 10, 2009).
	10.13	**†	Vitesse Semiconductor Corporation Amended and Restated 2001 Stock Incentive Plan as of September 4, 2009.
	10.14	**†	Form of Notice of Grant of Stock Options and Option Agreement
	10.15	**†	Form of Notice of Grant of Restricted Stock Units and RSU Agreement
	10.16	†	Vitesse Semiconductor Corporation Fiscal Year 2009 Executive Bonus Plan, dated as of January 16, 2009 (Incorporated by reference to Exhibit 4.9 to the Company's form 10-Q filed February 17, 2009) (portions of this exhibit have been omitted pursuant to a request for confidential treatment).
	21.1	*	Subsidiaries of the Company.
	23.1	*	Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm.
	31.1	**	Rule13a-14(a) / 302 SOX Certification of Chief Executive Officer.
	31.2	**	Rule13a-14(a) / 302 SOX Certification of Chief Financial Officer.
	32.1	**	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.

*

Filed or furnished as an Exhibit to our Original Form 10-K filed on December 14, 2009.

**

Filed herewith.

†

Executive Compensation Plan or Agreement

26

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VITESSE SEMICONDUCTOR CORPORATION (Registrant)
Dated: January 28, 2010	By:	/s/ CHRISTOPHER R. GARDNER Chief Executive Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Dated: January 28, 2010	By:	/s/ CHRISTOPHER R. GARDNER Director and Chief Executive Officer
Dated: January 28, 2010	By:	/s/ RICHARD C. YONKER Chief Financial Officer (Principal Financial and Accounting Officer)
Dated: January 28, 2010	By:	/s/ STEVEN P. HANSON Director
Dated: January 28, 2010	By:	/s/ JAMES HUGAR Director
Dated: January 28, 2010		/s/ G. GRANT LYON Director
Dated: January 28, 2010	By:	/s/ EDWARD ROGAS, JR. Director

27

QuickLinks

EXPLANATORY NOTE
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
ITEM 11. EXECUTIVE COMPENSATION

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

SIGNATURES

EX-4.6

Exhibit 4.6

GUARANTY

THIS GUARANTY (the “Guaranty”), dated as of October 30, 2009, is executed by each of the undersigned corporations, limited liability companies, and limited partnerships (collectively the “Guarantors” and individually each a “Guarantor”), in favor of U.S. National Bank Association, acting as trustee under the Indenture defined below (in such capacity, the “Trustee”).

RECITALS

A.Vitesse Semiconductor Corporation, a Delaware corporation (the “Issuer”), and certain holders of the Issuer’s 1.50% Convertible Subordinated Debentures due 2024 have entered into a Debt Conversion Agreement dated as of October 30, 2009 (as the same may hereafter be amended, supplemented, extended, restated, or otherwise modified from time to time, the “Debt Conversion Agreement”).

B.Pursuant to the Debt Conversion Agreement, the Issuer and the Trustee have entered into an Indenture dated as of October 30, 2009 (as the same may hereafter be amended, supplemented, extended, restated, or otherwise modified from time to time, the “Indenture”) pursuant to which the Issuer issued the Securities (as defined in the Indenture) to the Holders.  Capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Indenture.

C.Each Guarantor is a domestic subsidiary of the Issuer.

D.It is a requirement of the Indenture that this Guaranty be executed and delivered by each Guarantor.

E.Each Guarantor finds it advantageous, desirable and in its best interests to comply with the requirement that it execute and deliver this Guaranty to the Trustee.

AGREEMENT

NOW, THEREFORE, in consideration of the Debt Conversion Agreement and for other good and valuable consideration, the Guarantors hereby covenant and agree with the Trustee as follows:

Section 1.Defined Terms.  As used in this Guaranty, the following terms shall have the meaning indicated:

“Debt Conversion Agreement” shall have the meaning indicated in Recital A.

“Issuer” shall have the meaning indicated in Recital A.

“Indenture” shall have the meaning indicated in Recital B.

“Guarantor” shall have the meaning indicated in the opening paragraph hereof.

“Guaranty” shall have the meaning indicated in the opening paragraph hereof.

“Holder” shall have the meaning given such term in the Indenture.

“Indenture Documents” shall have the meaning given such term in the Indenture.

“Material Adverse Occurrence” shall mean any occurrence of whatsoever nature (including, without limitation, any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), which could reasonably be expected to materially and adversely affect (a) the financial condition or operation of the Issuer and its subsidiaries taken as a whole, (b) impair the ability of the Issuer or any subsidiary to perform its obligations under the Indenture or any writing executed pursuant thereto, (c) the validity or enforceability of the material obligations of the Issuer or any subsidiary under any Indenture Document, (d) the rights and remedies of the Holders or the Trustee against the Issuer hereunder, (e) the timely payment of the principal of and interest on the Notes or other amounts payable by the Issuer hereunder, or (f) the validity of the joint and several nature of the obligations of the Issuer with respect to all of the Obligations.

“Obligations” shall mean (a) all indebtedness, liabilities and obligations of the Issuer to the Holders of every kind, nature or description under the Indenture, including the Issuer’s obligation on any notes issued under the Indenture and any note or notes hereafter issued in substitution or replacement thereof, in all cases whether due or to become due, and whether now existing or hereafter arising or incurred and (b) any and all liabilities and obligations of the Issuer to the Holders and the Trustee of every kind, nature and description, whether direct or indirect or hereafter acquired by the Holders from any Person, absolute or contingent, regardless of how such liabilities arise or by what agreement or instrument they may be evidenced, and (c) in all of the foregoing cases whether due or to become due, and whether now existing or hereafter arising or incurred for the benefit of the Holders.

“Person” shall mean any individual, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

“Trustee” shall have the meaning indicated in the opening paragraph hereof.

Section 2.The Guaranty.  Each Guarantor, jointly and severally, hereby absolutely and unconditionally guarantees to the Trustee, the payment when due (whether at a stated maturity or earlier by reason of acceleration or otherwise) and performance of the Obligations.

Section 3.Continuing Guaranty.  This Guaranty is an absolute, unconditional and continuing guaranty of payment and performance of the Obligations, and the obligations of the Guarantors hereunder shall not be released, in whole or in part, by any action or thing which might, but for this provision of this Guaranty, be deemed a legal or equitable discharge of a surety or guarantor, other than irrevocable payment and performance in full of the Obligations.  No notice of the Obligations to which this Guaranty may apply, or of any renewal or extension

2

thereof need be given to the Guarantors and none of the foregoing acts shall release the Guarantors from liability hereunder.  Each Guarantor hereby expressly waives (a) demand of payment, presentment, protest, notice of dishonor, nonpayment or nonperformance on any and all forms of the Obligations; (b) notice of acceptance of this Guaranty and notice of any liability to which it may apply; (c) all other notices and demands of any kind and description relating to the Obligations now or hereafter provided for by any agreement, statute, law, rule or regulation; and (d) any and all defenses of the Issuer pertaining to the Obligations except for the defense of discharge by payment.  No Guarantor shall be exonerated with respect to such Guarantors’ liabilities under this Guaranty by any act or thing except irrevocable payment and performance of the Obligations, it being the purpose and intent of this Guaranty that the Obligations constitute the direct and primary obligations of each Guarantor and that the covenants, agreements and all obligations of the Guarantors hereunder be absolute, unconditional and irrevocable.  Each Guarantor shall be and remain liable for any deficiency remaining after foreclosure of any mortgage, deed of trust or security agreement securing all or any part of the Obligations, whether or not the liability of the Issuer or any other Person for such deficiency is discharged pursuant to statute, judicial decision or otherwise.  The acceptance of this Guaranty by the Trustee and the Holders is not intended and does not release any liability previously existing of any guarantor or surety of any indebtedness of the Issuer to the Trustee and the Holders.

Section 4.Other Transactions.  The Trustee and each Holder is expressly authorized (a) to exchange, surrender or release with or without consideration any or all collateral and security which may at any time be placed with it by the Issuer or by any other Person, or to forward or deliver any or all such collateral and security directly to the Issuer for collection and remittance or for credit, or to collect the same in any other manner without notice to the Guarantors and (b) to amend, modify, extend or supplement the Indenture, any note or other instrument evidencing the Obligations or any part thereof and any other agreement with respect to the Obligations, waive compliance by the Issuer or any other Person with the respective terms thereof and settle or compromise any of the Obligations without notice to any Guarantor and without in any manner affecting the absolute liabilities of any Guarantor hereunder.  No invalidity, irregularity or unenforceability of all or any part of the Obligations or of any security therefor or other recourse with respect thereto shall affect, impair or be a defense to this Guaranty.  The liabilities of each Guarantor hereunder shall not be affected or impaired by any failure, delay, neglect or omission on the part of the Trustee or the Holders to realize upon any of the Obligations of the Issuer to the Holders, or upon any collateral or security for any or all of the Obligations, nor by the taking by the Holders of (or the failure to take) any other guaranty or guaranties to secure the Obligations, nor by the taking by the Holders of (or the failure to take or the failure to perfect its security interest in or other lien on) collateral or security of any kind.  No act or omission of the Holder, whether or not such action or failure to act varies or increases the risk, or affects the rights or remedies of the Guarantors shall affect or impair the obligations of the Guarantors hereunder.  Each Guarantor acknowledges that this Guaranty is in effect and binding without reference to whether this Guaranty is signed by any other Person or Persons, that possession of this Guaranty by the Trustee or any Holder shall be conclusive evidence of due delivery hereof by such Guarantor and that this Guaranty shall continue in full force and effect, both as to the Obligations then existing and/or thereafter created, notwithstanding the release of or extension of time to any other guarantor of the Obligations or any part thereof.

3

Section 5.Second Priority Nature of Guaranty.  Notwithstanding anything herein to the contrary, the exercise of any right or remedy by the Collateral Agent or any Holder hereunder is subject to the rights of the First Lien Agent (as defined in the Intercreditor Agreement) pursuant to the provisions of the Intercreditor Agreement and the Indenture.

Section 6.Actions Not Required.  Each Guarantor hereby waives any and all right to cause a marshalling of the assets of the Issuer or any other action by any court or other governmental body with respect thereto or to cause the Trustee or any Holder to proceed against any security for the Obligations or any other recourse which the Trustee or any Holder may have with respect thereto and further waives any and all requirements that the Trustee or any Holder institute any action or proceeding at law or in equity, or obtain any judgment, against the Issuer or any other Person, or with respect to any collateral security for the Obligations, as a condition precedent to making demand on or bringing an action or obtaining and/or enforcing a judgment against, such Guarantor upon this Guaranty.  Each Guarantor further acknowledges that time is of the essence with respect to such Guarantor’s obligations under this Guaranty.  Any remedy or right hereby granted which shall be found to be unenforceable as to any Person or under any circumstance, for any reason, shall in no way limit or prevent the enforcement of such remedy or right as to any other Person or circumstance, nor shall such unenforceability limit or prevent enforcement of any other remedy or right hereby granted.

Section 7.No Subrogation.  Notwithstanding any payment or payments made by any Guarantor hereunder, each Guarantor waives all rights of subrogation to any of the rights of the Trustee or the Holders against the Issuer or any other Person liable for payment of any of the Obligations or any collateral security or guaranty or right of offset held by the Trustee or the Holders for the payment of the Obligations, and each Guarantor waives all rights to seek any recourse to or contribution or reimbursement from the Issuer or any other Person liable for payment of any of the Obligations in respect of payments made by such Guarantor hereunder.

Section 8.Application of Payments.  Any and all payments upon the Obligations made by any Guarantor or by any other Person, and/or the proceeds of any or all collateral or security for any of the Obligations, may be applied by the Trustee on such items of the Obligations as the Trustee may elect for the benefit of the Holders.

Section 9.Recovery of Payment.  If any payment received by the Trustee or any Holder and applied to the Obligations is subsequently set aside, recovered, rescinded or required to be returned for any reason (including, without limitation, the bankruptcy, insolvency or reorganization of the Issuer or any other obligor), the Obligations to which such payment was applied shall for the purposes of this Guaranty be deemed to have continued in existence, notwithstanding such application, and this Guaranty shall be enforceable as to such Obligations as fully as if such application had never been made.  References in this Guaranty to amounts “irrevocably paid” or to “irrevocable payment” refer to payments that cannot be set aside, recovered, rescinded or required to be returned for any reason.

Section 10.Issuer’s Financial Condition.  Each Guarantor is familiar with the financial condition of the Issuer, and each Guarantor has executed and delivered this Guaranty based on such Guarantor’s own judgment and not in reliance upon any statement or representation of the Trustee or the Holder.  The Trustee and each Holder shall have no obligation to provide the

4

Guarantors with any advice whatsoever or to inform the Guarantors at any time of the Holder’s actions, evaluations or conclusions on the financial condition or any other matter concerning the Issuer.

Section 11.Remedies.  All remedies afforded to the Trustee and the Holders by reason of this Guaranty are separate and cumulative remedies and it is agreed that no one of such remedies, whether or not exercised by the Trustee or any Holder, shall be deemed to be in exclusion of any of the other remedies available to the Trustee or any Holder and no one of such remedies shall in any way limit or prejudice any other legal or equitable remedy which the Trustee or any Holder may have hereunder and with respect to the Obligations.  Mere delay or failure to act shall not preclude the exercise or enforcement of any rights and remedies available to the Trustee or any Holder.

Section 12.Bankruptcy of the Issuer.  Each Guarantor expressly agrees that the liabilities and obligations of such Guarantor under this Guaranty shall not in any way be impaired or otherwise affected by the institution by or against the Issuer or any other Person of any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or any other similar proceedings for relief under any bankruptcy law or similar law for the relief of debtors and that any discharge of any of the Obligations pursuant to any such bankruptcy or similar law or other law shall not diminish, discharge or otherwise affect in any way the  obligations of such Guarantor under this Guaranty, and that upon the institution of any of the above actions, such obligations shall be enforceable against such Guarantor.

Section 13.Costs and Expenses.  The Guarantors jointly and severally agree to pay or reimburse the Trustee on demand for all out-of-pocket expenses (including in each case all reasonable fees and expenses of counsel) incurred by the Trustee arising out of or in connection with the enforcement of this Guaranty against the Guarantors or arising out of or in connection with any failure of any Guarantor to fully and timely perform the obligations of such Guarantor hereunder.

Section 14.Waivers and Amendments.  This Guaranty can be waived, modified, amended, terminated or discharged only explicitly in a writing signed by the Trustee.  A waiver so signed shall be effective only in the specific instance and for the specific purpose given.

Section 15.Notices.  Any notice or other communication to any party in connection with this Guaranty shall be in writing and shall be sent by manual delivery, facsimile transmission, overnight courier or United States mail (postage prepaid) addressed to such party at the address specified on the signature page hereof, or at such other address as such party shall have specified to the other party hereto in writing.  All periods of notice shall be measured from the date of delivery thereof if manually delivered, from the date of sending thereof if sent by facsimile transmission, from the first business day after the date of sending if sent by overnight courier, or from four days after the date of mailing if mailed.

Section 16.Guarantor Acknowledgements.  The Guarantors hereby acknowledge that (a) counsel has advised the Guarantors in the negotiation, execution and delivery of this Guaranty, (b) neither the Trustee nor any Holder has a fiduciary relationship to any Guarantor,

5

each such relationship being solely that of obligor and creditor, and (c) no joint venture exists between any Guarantor and the Trustee or any Guarantor and any Holder.

Section 17.Representations and Warranties.  Each Guarantor hereby represents and warrants to the Trustee and the Holders that it is a corporation, limited liability company, or limited partnership, as applicable, organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the power and authority and the legal right to own and operate its properties and to conduct the business in which it is currently engaged.  Each Guarantor further represents and warrants to the Trustee and the Holders that:

17(a)It has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty and the other Indenture Documents to which it is a party and has taken all necessary action required by its form of organization to authorize such execution, delivery and performance.

17(b)This Guaranty and each Indenture Document to which it is a party constitutes the legal, valid and binding obligation of such Guarantor, enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

17(c)The execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to it, (ii) violate or contravene any provision of its organizational documents, or (iii) except as disclosed in the Debt Conversion Agreement, result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which it is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder except in each case of any such breach or default under this clause (iii) as would not reasonably be expected to cause a Material Adverse Occurrence.

17(d)No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority is required on its part to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty, other than any required approvals or consents by the First Lien Agent or the First Lien Lenders.

17(e)[Intentionally Omitted]

17(f)[Intentionally Omitted]

Section 18.Continuing Guaranty.  This Guaranty shall (a) remain in full force and effect until irrevocable payment in full of the Obligations, (b) be binding upon each Guarantor, its successors and assigns and (c) inure to the benefit of, and be enforceable by, the Trustee and

6

any Holder and their successors, transferees, and assigns.  Without limiting the generality of the foregoing clause (c), any Holder may assign or otherwise transfer all or any portion of its rights and obligations under the Indenture to any other Persons to the extent and in the manner provided in the Indenture and may similarly transfer all or any portion of its rights under this Guaranty to such Persons.

Section 19.Reaffirmation.  Each Guarantor agrees that when so reasonably requested by the Trustee or any Holder from time to time it will promptly execute and deliver to the Trustee or such Holder a written reaffirmation of this Guaranty in such form as the Trustee or such Holder may reasonably require.

Section 20.Revocation.  Notwithstanding any other provision hereof, a Guarantor may revoke this Guaranty as to such Guarantor prospectively as to future transactions by written notice to that effect actually received by the Trustee and each Holder.  No such revocation shall release, impair or affect in any manner any liability hereunder with respect to Obligations created, contracted, assumed or incurred prior to receipt by the Trustee and each Holder of written notice of revocation, or Obligations created, contracted, assumed or incurred after receipt of such notice pursuant to any contract entered into by the Trustee or any Holder prior to receipt of such notice, or any renewals or extensions thereof, theretofore or thereafter made, or any interest accrued or accruing on such Obligations, or all other costs, expenses and reasonable attorneys’ fees arising from such Obligations.

Section 21.Governing Law and Construction.  THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS GUARANTY SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF.  Whenever possible, each provision of this Guaranty and any other statement, instrument or transaction contemplated hereby or relating hereto shall be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Guaranty or any other statement, instrument or transaction contemplated hereby or relating hereto shall be held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Guaranty or any other statement, instrument or transaction contemplated hereby or relating hereto.

Section 22.Consent to Jurisdiction.  AT THE OPTION OF THE HOLDERS, THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN NEW YORK, NEW YORK; AND EACH GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.  IN THE EVENT A GUARANTOR COMMENCES ANY ACTION IN ANOTHER JURISDICTION OR VENUE UNDER ANY TORT OR CONTRACT THEORY ARISING DIRECTLY OR INDIRECTLY FROM THE RELATIONSHIP CREATED BY THIS GUARANTY, THE HOLDERS AT THEIR OPTION SHALL BE ENTITLED TO HAVE THE CASE TRANSFERRED TO ONE OF THE JURISDICTIONS AND VENUES ABOVE-DESCRIBED, OR IF SUCH TRANSFER

7

CANNOT BE ACCOMPLISHED UNDER APPLICABLE LAW, TO HAVE SUCH CASE DISMISSED WITHOUT PREJUDICE.

Section 23.Waiver of Jury Trial.  EACH GUARANTOR, THE TRUSTEE AND EACH HOLDER, BY ITS ACCEPTANCE OF THIS GUARANTY, IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 24.Counterparts.  This Guaranty may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.

Section 25.Joinder Agreements.  Each Subsidiary of the Issuer or any Guarantor that is required to become a party to this Guaranty pursuant to Section 16.5 of the Indenture or otherwise shall become a party hereto as a Guarantor for all purposes of this Guaranty by executing and delivering to the Trustee a Joinder Agreement substantially in the form of Exhibit A attached hereto.  Upon execution and delivery, such party shall be as fully a party hereto as if such party were an original signatory hereof.  Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder.

Section 26.General.  All representations and warranties contained in this Guaranty or in any other agreement between a Guarantor and the Holders shall survive the execution, delivery and performance of this Guaranty and the creation and payment of the Obligations.  Captions in this Guaranty are for reference and convenience only and shall not affect the interpretation or meaning of any provision of this Guaranty.  In the case of any conflict between any provision of this Guaranty and any provision of the Indenture, the provision of the Indenture shall govern.  Enforcement of this Guaranty against the Guarantors shall be subject to all terms, conditions, and provisions of the Indenture applicable to the enforcement against the Issuer of the Notes, provided, however, notwithstanding any provision of this Guaranty, in all cases applicable terms of this Guaranty and the Indenture are subject to the applicable terms of the Intercreditor Agreement.

[The remainder of this page is intentionally left blank.]

8

IN WITNESS WHEREOF, the parties hereto have caused this Guaranty to be duly executed and delivered by its officer thereunto duly authorized as of the date first above written.

	VITESSE MANUFACTURING & DEVELOPMENT CORPORATION
	By:	/s/ CHRISTOPHER R. GARDNER
	Name:	Christopher R. Gardner
	Title:	President
Jurisdiction of Organization:  Delaware
Address:
741 Calle Plano Camarillo, CA 93102
	VITESSE SEMICONDUCTOR SALES CORPORATION
	By:	/s/ CHRISTOPHER R. GARDNER
	Name:	Christopher R. Gardner
	Title:	President
Jurisdiction of Organization: Delaware
Address:
741 Calle Plano Camarillo, CA 93102

[Signature Page to Guaranty (Indenture)]

S-1

Address for the Trustee:

U.S. Bank National Association

EP-MN-WS3C
60 Livingston Avenue
St. Paul, Minnesota  55107-2292

Attn: Corporate Trust Department

[Signature Page to Guaranty]

S-2

EXHIBIT A TO GUARANTY

FORM OF JOINDER AGREEMENT

JOINDER AGREEMENT

This JOINDER AGREEMENT, dated as of   , 200   (this “Agreement”), is by                                                 , a                                    formed under the laws of the State of                                                  (the “Joining Party”), and is delivered to U.S. National Bank Association, as trustee (in such capacity, the “Trustee”) for the Holders from time to time party to the Indenture dated as of                              , 2009 (as the same may be further amended, restated or otherwise modified from time to time, the “Indenture”), and pursuant to Section 25 of that certain Guaranty, dated as of                               , 2009, executed by each Guarantor party thereto in favor of the Trustee (the “Guaranty”).  Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Guaranty.

Pursuant to Section 25 of the Guaranty, by its execution of this Agreement, the Joining Party hereby becomes a party to the Guaranty bound by all of the terms and conditions thereof, and, from and after the date hereof, is a Guarantor bound by all of the obligations of a Guarantor under the Guaranty.  The Joining Party hereby acknowledges that by becoming a Guarantor, the Joining Party absolutely and unconditionally guaranties the payment and performance of the “Obligations” under the Guaranty.  The Joining Party hereby ratifies, as of the date hereof, and agrees to be bound by, all of the terms, provisions, obligations and conditions applicable to a Issuer under the Guaranty, as amended hereby.

This Agreement and any amendments, waivers, consents or supplements hereto or in connection herewith may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

This Agreement shall be binding upon the parties hereto and their respective executors, administrators, other legal representatives, successors and assigns, and shall inure to the benefit of the Trustee, its successors and assigns and shall be governed by the laws of the State of New York without reference to principles of conflict of laws.

[The remainder of this page is intentionally left blank.]

A-1

IN WITNESS WHEREOF, the Joining Party has executed this Agreement as of the date first above written.

	[                                     ]
	By:
	Name:
	Title:
Jurisdiction of Organization:
Address:

[Signature Page to Joinder Agreement]

A-2

EX-10.13

Exhibit 10.13

VITESSE SEMICONDUCTOR CORPORATION
AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

1.Purposes of Plan.  The purposes of this 2001 Stock Incentive Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees, Consultants and Directors of the Company and its Subsidiaries and to promote the success of the Company’s business. Awards granted under the Plan may be incentive stock options (as defined under Section 422 of the Code) or non-statutory stock options, as determined by the Administrator at the time of grant of an option and subject to the applicable provisions of Section 422 of the Code and the regulations promulgated thereunder, and any other awards selected by the Administrator to be granted under the plan from time to time.

2.Definitions.  As used herein, the following definitions shall apply:

“Administrator” means the Board or any Committee selected to administer the Plan, in accordance with Section 4 of the Plan.

“Award” means an Option or any other award selected by the Committee to be granted under this Plan. “Board” means the Board of Directors of the Company.

“Change in Control Event” means (i) a consolidation or merger of the Company with or into any other entity or entities, or the effectuation by the Company of a transaction or series of related transactions in which more than 50% of the voting power of the Company is disposed of, or (ii) a sale, conveyance or disposition of all or substantially all the assets of the corporation.

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

“Committee” means a Committee, if any, appointed by the Board in accordance with paragraph (a) of Section 4 of the Plan.

“Common Stock” means the Common Stock, no par value per share, of the Company. “Company” means Vitesse Semiconductor Corporation, a Delaware corporation.

“Consultant” means any person, including an advisor, who is engaged by the Company or any Parent or Subsidiary to render services and is compensated for such services, provided the term Consultant shall not include Directors who are not compensated for their services or are paid only a Director’s fee by the Company.

“Continuous Status as an Employee or Consultant” means the absence of any interruption or termination of service as an Employee or Consultant. Continuous Status as an Employee or Consultant shall not be considered interrupted in the case of: (i) any leave of absence approved by the Administrator, including sick leave, military leave, or any other personal leave; provided, however, that for purposes of Incentive Stock Options any such leave may not exceed ninety (90) days, unless reemployment upon the expiration of such leave is guaranteed by contract (including certain Company policies) or statute; or (ii) transfers between locations of the Company or between the Company, its Parent, its Subsidiaries, or its successor.

“Director” shall mean a member of the Board.

“Disability” means total and permanent disability, as defined in Section 22(e)(3) of the Code.

“Employee” means any person, including Officers and Directors, employed by the Company, Parent or any Subsidiary. The payment of Directors’ fees by the Company shall not be sufficient to constitute “employment” by the Company.

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

“Fair Market Value” means, as of any date the value of Common Stock determined as follows:

(a)If the Common Stock is listed on any established stock exchange or a national market system, including without limitation the National Market System of the National

1

Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System, the Fair Market Value of a Share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange (or, if listed on more than one exchange, the exchange with the greatest volume of trading in Common Stock) or system on the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable;

(b)If the Common Stock is quoted on the NASDAQ System (but not on the National market System thereof) or regularly quoted by a recognized securities dealer but selling prices are not reported, the Fair Market Value of a Share of Common Stock shall be the mean between the bid and asked prices for the Common Stock on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Administrator deems reliable;

(c)In the absence of an established market for the Common Stock, the Fair Market Value thereof shall be determined in good faith by the Administrator.

(d)Notwithstanding anything in the foregoing to the contrary, with respect to grants of options on days when the relevant exchange, system or quoting security dealer is closed, Fair Market Value of a Share of Common Stock may be calculated as otherwise determined in this Section 2 but on the last market day prior to the day of determination.

“Incentive Stock Option” means an Option that satisfies the provisions of Section 422 of the Code.

“Issued Shares” means, for any fiscal year, the number of shares of the Company’s Common Stock outstanding on the last day of the fiscal year, plus any shares reacquired by the Company during the preceding fiscal year.

“Nonstatutory Stock Option” means an Option that is not an Incentive Stock Option.

“Officer” means an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

“Option” means a stock option granted pursuant to the Plan.

“Optioned Stock” means the Common Stock subject to an Option.

“Optionee” means an Employee, Director or Consultant who holds an Option.

“Outside Director” means a Director who is not an Employee.

“Parent” corporation shall have the meaning defined in Section 424(e) of the Code.

“Participant” means a holder of an Award under this Plan.

“Plan” means this 2001 Stock Option Plan.

“Share” means a share of the Common Stock, as adjusted in accordance with Section 10 of the Plan.

“Substitute Awards” shall mean awards granted in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines.

“Subsidiary” corporation shall have the meaning defined in Section 424(f) of the Code.

In addition, the terms “Rule 16b-3” and “Applicable Laws,” the term “10% Stockholder,” and the term “Tax Date” shall have the meanings set forth, respectively, in Sections 4, 7 and 8 below.

3.Stock Subject to the Plan.

(a)Subject to the provisions of Section 10 of the Plan, the maximum aggregate number of Shares which may be subject to Awards under the Plan is Forty Nine Million Five Hundred Thirty Four Thousand Three Hundred Twenty Eight (49,534,328) shares.

2

(b)The Shares may be authorized, but unissued, or reacquired Common Stock.

(c)If an Award should expire or become unexercisable or otherwise forfeited for any reason without having been exercised in full or settled in stock, the unpurchased Shares which were subject thereto shall, unless the Plan shall have been terminated, become available for other Awards under the Plan. If the Company reacquires Shares which were issued pursuant to the exercise of an Option, such Shares shall not become available for future grant under the Plan.

(d)Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan.

4.Administration of the Plan.

(a)Composition of Administrator.

(i)Administration With Respect to Directors. With respect to grants of Awards to Outside Directors of the Company, the Plan shall be administered by the Board.

(ii)Administration With Respect to Consultants and Other Employees. With respect to grants of Awards to Employees or Consultants of the Company, the Plan shall be administered by (A) the Board or (B) a Committee designated by the Board intended to satisfy the requirements of Rule 16b-3 of the Exchange Act and Section 162(m) of the Code, which Committee shall be constituted in such a manner as to satisfy the Applicable Laws.

(iii)Multiple Administrative Bodies.  If permitted by Rule 16b-3 and by the Applicable Laws, the Plan may (but need not) be administered by different administrative bodies with respect to Directors, non-Director Officers, and Employees and Consultants who are neither Directors nor Officers.

(iv)General.  Once a Committee has been appointed pursuant to subsection (i) or (ii) of this Section 4(a), such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefore, fill vacancies (however caused) or remove all members of the Committee and thereafter directly administer the Plan, all to the extent permitted by the Applicable Laws, and, in the case of a Committee appointed under subsection (i) hereof, to the extent permitted by Rule 16b-3 as it applies to a plan intended to qualify thereunder as a discretionary plan.

(b)Powers of the Administrator with respect to Employees and Consultants.  Subject to the provisions of the Plan, and, in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion:

(i)to determine the Fair Market Value of the Common Stock, in accordance with Section 2 of the Plan;

(ii)to select the Officers, Consultant and Employees to whom Awards may from time to time be granted hereunder;

(iii)to determine whether and to what extent Options are granted hereunder;

(iv)to determine the number of shares of Common Stock to be covered by each such Option granted hereunder;

(v)to approve forms of agreement for use under the Plan;

(vi)to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder (including, but not limited to, whether such Option is an Incentive Stock Option or a Nonstatutory Stock Option, the exercise price and any restriction or limitation, or any vesting acceleration or waiver of forfeiture

3

restrictions regarding any Option or other award and/or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator shall determine, in its sole discretion) and to provide for the grant of Awards other than Options on terms determined in their discretion; provided, however, that in the event of a merger or asset sale, the applicable provisions of Section 10 of the Plan shall govern vesting acceleration;

(vii)to determine whether and under what circumstances an Option may be settled in cash instead of Common Stock;

(viii)to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted;

(ix)to interpret the Plan;

(x)to prescribe, amend and rescind rules and regulations relating to the Plan;

(xi)with the consent of the holder thereof, to modify or amend each Option; and

(xii)to make all other determinations deemed necessary or advisable for the administration of the Plan.

(c)Powers of the Board with respect to Directors.  Subject to the provisions and restrictions of the Plan, the Board shall have the authority, in its discretion: (i) to determine, upon review of relevant information and in accordance with Section 2 of the Plan, the Fair Market Value of the Common Stock; (ii) to interpret the Plan; (iii) to prescribe, amend and rescind rules and regulations relating to the Plan; (iv) to authorize any person to execute on behalf of the Company any instrument required to effectuate the grant of an Award previously granted hereunder; and (v) to make all other determinations deemed necessary or advisable for the administration of the Board.

(d)Effect of Administrator’s Decision.  All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees.

5.Eligibility.

(a)Eligibility for Employees and Consultants.  Nonstatutory Stock Options and other Awards may be granted to Employees and Consultants. Incentive Stock Options may be granted only to Employees. An Optionee who has been granted an Option may, if he or she is otherwise eligible, be granted additional Options.

(b)Eligibility for Outside Directors.  Awards may be granted to Outside Directors. All Options shall be automatically granted in accordance with the terms set forth in Section 7 hereof. An Outside Director who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options in accordance with such provisions.

(c)No Employment Agreement.  Neither the Plan nor any Option agreement shall confer upon any Optionee any right with respect to continuation of employment by or service as a Director or Consultant to the Company, no shall it interfere in any way with the Optionee’s right or the Company’s right to terminate the Optionee’s employment or other relationship at any time.

(d)Limitation on Grants.  No Employee shall be granted, in any fiscal year of the Company, Options to purchase more than 2,500,000 Shares.

6.Term of Plan.  The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated under Section 12 of the Plan.  Nothing with respect to this amendment and restatement of the Plan shall be deemed to have changed the term of the plan.

4

7.Options.

(a)Grants with respect to Outside Directors.  All grants of Options to Outside Directors hereunder shall be automatic and non-discretionary and shall be made strictly in accordance with the following provisions:

(i)No person shall have any discretion to select which Outside Directors shall be granted Options or to determine the number of Shares to be covered by Options granted to Outside Directors.

(ii)During the term of the Plan, each Outside Director shall automatically receive an Option to purchase 40,000 Shares (the “Annual Option”) on each January 1 following the approval of this Plan.

(iii)Unless otherwise provided for by the Board, each Outside Director who is nominated or elected to the Board during the term of the Plan shall receive an Option to purchase 75,000 Shares on the date of such election or nomination (the “New Director Grant”). Notwithstanding the foregoing, the Board shall have the authority to grant a pro rata portion of the New Director Grant to reflect the portion of the year served or to determine that the New Director Grant is not necessary.

(iv)The terms of each Option granted hereunder shall be as follows:

(A)the term of the Option shall be ten (10) years; and

(B)the Option shall be exercisable only while the Outside Director remains a Director of the Company, except as set forth in Section 7(e) hereof; and

(C)the exercise price per Share shall be 100% of the Fair Market Value per Share on the date of grant of the Option or as otherwise calculated pursuant to Section 2 of the Plan; and

(D)the Option shall be fully exercisable as of one year and one day following the date of grant, so long as the Optionee remains a Director, except as set forth in Section 7(e) hereof.

(v)In the event that any Option granted under the Plan would cause the number of Shares subject to outstanding Options plus the number of Shares previously purchased upon exercise of Options to exceed the number of authorized Shares under Section 3 hereof, then each such automatic grant shall be for that number of Shares determined by dividing the total number of Shares remaining available for grant by the number of Outside Directors on the automatic grant date. No further grants shall be made until such time, if any, as additional Shares become available for grant under the Plan through action of the stockholders to increase the number of Shares which may be issued under the Plan or through cancellation or expiration of Options previously granted hereunder.

(b)Grants with respect to Employees and Consultants.  The Administrator, in its discretion, may grant Options to eligible participants and shall determine whether such Options shall be Incentive Stock Options or Nonstatutory Stock Options. Each Option shall be evidenced by a written Option agreement which shall expressly identify the Options as Incentive Stock Options or as Nonstatutory Stock Options, and be in such form and contain such provisions as the Administrator shall from time to time deem appropriate. Without limiting the foregoing, the Administrator may, at any time, or from time to time, authorize the Company, with the consent of the respective recipients, to issue Options in exchange for the surrender and cancellation of any or all outstanding Options.

(c)Terms and Conditions of Option Agreements.

(i)Exercise Price; Number of Shares.  The per Share exercise price for the Shares issuable upon exercise of an Option shall be such price as is determined by the Administrator. The Option agreement shall specify the number of Shares to which it pertains.

5

(ii)Waiting Period; Exercisability; Term.  At the time an Option is granted, the Administrator will determine the terms and conditions to be satisfied before Shares may be purchased, including the dates on which Shares subject to the Option may first be purchased or the conditions which must be satisfied prior to the purchase. The Administrator may specify that an Option may not be exercised until the completion of the service period specified at the time of grant. (Any such period is referred to herein as the “waiting period.”) At the time an Option is granted, the Administrator shall fix the period within which the Option may be exercised, which shall not be less than the waiting period, if any, nor more than ten (10) years from the date of grant.

(iii)Form of Payment.  The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator (and, in the case of an Incentive Stock Option, shall be determined at the time of grant) and may consist entirely of (1) cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of Shares acquired upon exercise of an Option, have been owned by the Optionee for more than six months on the date of surrender and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (5) delivery of a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company the amount of sale or loan proceeds required to pay the exercise price, (6) any combination of the foregoing methods of payment, or (7) such other consideration and method of payment for the issuance of Shares to the extent permitted under Applicable Laws.

(iv)Special Incentive Stock Option Provisions.  In addition to the foregoing, Options granted under the Plan which are intended to be Incentive Stock Options under Section 422 of the Code shall be subject to the following terms and conditions:

(A)Exercise Price.  The per share exercise price for the Shares issuable uponexercise of the Option shall be no less than 100% of the Fair Market Value of Common Stock, determined as of the date of the grant of the Option.

(B)Dollar Limitation.  To the extent that the aggregate Fair Market Value of (i) the Shares with respect to which Options designated as Incentive Stock Options plus (ii) the shares of stock of the Company, Parent and any Subsidiary with respect to which other incentive stock options are exercisable for the first time by an Optionee during any calendar year under all plans of the Company and any Parent and Subsidiary exceeds $100,000, such Options shall be treated as Nonstatutory Stock Options.  For purposes of the preceding sentence, (i) Options shall be taken into account in the order in which they were granted, and (ii) the Fair Market Value of the Shares shall be determined as of the time the Option or other incentive stock option is granted.

(C)General.  Except as modified by the preceding provisions of this subsection 7(a)(iv) and except as otherwise limited by Section 422 of the Code, all of the provisions of the Plan shall be applicable to the Incentive Stock Options granted hereunder.

(v)10% Stockholder.  If any Optionee to whom an Incentive Stock Option is to be granted pursuant to the provisions of the Plan is, on the date of grant, the owner of Common Stock (as determined under Section 424(d) of the Code) possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Subsidiary (a “10% Stockholder”), then the following special provisions shall be applicable to the Option granted to such individual:

6

(A)The per Share Option price of Shares subject to such Incentive Stock Option shall not be less than 110% of the Fair Market Value of Common Stock on the date of grant; and

(B)The Option shall not have a term in excess of five (5) years from the date of grant.

(vi)Rule 16b-3.  Grants of options to Directors, Officers and 10% Stockholders must comply with the applicable provisions of Rule 16b-3 and such Options shall contain such additional conditions or restrictions, if any, as may be required by Rule 16b-3 to be in the written Option Agreement in order to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

(vii)Other Provisions.  Each Option granted under the Plan may contain such other terms, provisions, and conditions not inconsistent with the Plan as may be determined by the Administrator.

(viii)Buyout Provisions.  The Administrator may at any time offer to buy out, for a payment in cash or Shares, an Option previously granted, based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the time that such offer is made. Any such cash offer made to an Officer or Director shall comply with the provisions of Rule 16b-3 relating to cash settlement of stock appreciation rights. This provision is intended only to clarify the powers of the Administrator and shall not in any way be deemed to create any rights on the part of Optionees to buyout offers or payments.

(d)Method of Exercise.

(i)Exercisability.  Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator and as shall be permissible under the terms of the Plan.

(ii)No Fractional Shares.  An Option may not be exercised for a fraction of a Share.

(iii)Procedure for Exercise; Rights as a Stockholder.  An Option shall be deemed to be exercised when the Company receives: (i) written notice of such exercise in accordance with the terms of the Option from the person entitled to exercise the Option and (ii) full payment for the Shares with respect to which the Option is exercised. Full payment may consist of any consideration and method of payment allowable under subsection 7(c)(iii) of the Plan, as authorized by the Administrator (and, in the case of an Incentive Stock Option, determined at the time of grant) and permitted by the Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the stock certificate evidencing such Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the stock certificate is issued, except as provided in Section 10 of the Plan.

(iv)Effect of Exercise.  Exercise of an Option in any manner shall result in a decrease in the number of Shares which thereafter shall be available, both for purposes of the Plan and for sale under the Option, by the number of Shares as to which the Option is exercised.

(e)Effect of Termination.

(i)Termination of Status as a Director.  If an Outside Director ceases to serve as a Director, he or she may, but only within three (3) months after the date he or

7

she ceases to be a Director of the Company, exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination. Notwithstanding the foregoing, in no event may the Option be exercised after its ten year term has expired. To the extent that he or she was not entitled to exercise an Option at the date of such termination, of if he or she does not exercise such Option (which he or she was entitled to exercise) within the time specified herein, the Option shall terminate.

(ii)Termination of Employment or Consulting Relationship.  In the event an Optionee’s Continuous Status as an Employee or Consultant terminates (other than upon the Optionee’s death or disability), the Optionee may exercise his or her Option, but only within such period of time not to exceed six (6) months as is determined by the Administrator (with such determination being made at the time of grant and not exceeding ninety (90) days in the case of an Incentive Stock Option) from the date of such termination, and only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall be returned to the Plan as of the termination date. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and all remaining Shares covered by such Option shall be returned to the Plan at the end of such period.

(iii)Disability of Optionee.  In the event an Optionee’s Continuous Status as an Employee or Consultant terminates as a result of the Optionee’s Disability, the Optionee may exercise his or her Option, but only within six (6) months from the date of such termination, and only to the extent that the Optionee was entitled to exercise it at the date of such termination (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, at the date of termination due to Disability, the Optionee is not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall be returned to the Plan as of the date of Disability. If, after such termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and all remaining Shares covered by such Option shall be returned to the Plan at the end of such period.

(iv)Death of Optionee. In the event of an Optionee’s death, the Optionee’s estate or a person who acquired the right to exercise the deceased Optionee’s Option by bequest or inheritance may exercise the Option, but only within six (6) months following the date of death, and only to the extent that the Optionee was entitled to exercise it at the date of death (but in no event later than the expiration of the term of such Option as set forth in the Option Agreement). If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the Shares covered by the unexercisable portion of the Option shall be returned to the Plan as of the date of death. If, after death, the Optionee’s estate or a person who acquired the right to exercise the Option by bequest or inheritance does not exercise the Option within the time specified herein, the Option shall terminate, and the Shares covered by such Option shall be returned to the Plan at the end of such period.

(f)Early Exercise. Options may, but need not, include a provision whereby the Optionee may elect at any time before the Optionee’s Continuous Service terminates to exercise the Option as to any part of all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board determines to be appropriate.

8.Stock Withholding to Satisfy Withholding Tax Obligations.

(a)Ability to Use Stock for Withholding.  At the discretion of the Administrator, Optionees may satisfy withholding obligations as provided in this Section 8. When an Optionee incurs tax liability in connection with the exercise of an Option, which tax liability is subject to tax

8

withholding under applicable tax laws, and the Optionee is obligated to pay the Company an amount required to be withheld under applicable tax laws, the Optionee may satisfy the withholding tax obligation by electing to have the Company withhold from the Shares to be issued upon exercise of the Option that number of Shares having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of the Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined (“Tax Date”).

(b)Election to Have Stock Withheld. All elections by an Optionee to have Shares withheld for this purpose shall be made in writing in a form acceptable to the Administrator and shall be subject to the following restrictions:

(i)the election must be made on or prior to the applicable Tax Date;

(ii)once made, the election shall be irrevocable as to the particular Shares of the Option as to which the election is made (unless otherwise permitted by applicable tax regulations under the Code);

(iii)all elections shall be subject to the consent or disapproval of the Administrator; and

(iv)if the Optionee is a Director, Officer or 10% Stockholder, the election must comply with the applicable provisions of Rule 16b-3 and shall be subject to such additional conditions or restrictions as may be required thereunder to qualify for the maximum exemption from Section 16 of the Exchange Act with respect to Plan transactions.

(c)Section 83(b) Election. In the event the election to have Shares withheld is made by an Optionee, no election is filed under Section 83(b) of the Code and the Tax Date is deferred under Section 83 of the Code, the Optionee shall receive the full number of Shares with respect to which the Option is exercised but such Optionee shall be unconditionally obligated to tender back to the Company the proper number of Shares on the Tax Date.

9.Limitations on Transfer.  Options granted under this Plan, and any interest therein, shall not be transferable or assignable by the Optionee, and may not be subject to execution, attachment or similar process, otherwise than by will or by the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder. The designation of a beneficiary by an Optionee does not constitute a transfer. An Option shall be exercisable during the lifetime of the Optionee only by the Optionee; provided, however, that Nonstatutory Stock Options held by an Optionee may be transferred to such family members, trusts and charitable institutions as the Administrator, in its sole discretion, shall approve, unless otherwise restricted from such transfer under the terms of the grant.

10.Adjustments Upon Changes in Capitalization or Merger.

(a)Stock Splits and Similar Events. Subject to any required action by the stockholders of the Company, the number of Shares covered by each outstanding Award, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Option, as well as the price per Share covered by each outstanding Option, shall be proportionately adjusted for any increase or decrease in the number of issued Shares resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Common Stock, or any other increase or decrease in the aggregate number of issued Shares effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed for this purpose to have been “effected without receipt of consideration”. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive.

(b)Dissolution or Liquidation.   In the event of the proposed dissolution or liquidation of them Company, all outstanding Awards will terminate immediately prior to the consummation of such proposed action, unless otherwise provided by the Board. The Board may, in the exercise of its sole discretion in such instances, declare that any Award shall terminate as of

9

a date fixed by the Board and give each Optionee the right to exercise his or her Award as to all or any part of the Optioned Stock, including Shares as to which the Option would not otherwise be exercisable.

(c)Sale of Assets or Merger. In the event of a merger of the Company with or into another corporation, the Award shall be assumed or an equivalent option or award shall be substituted by the successor corporation or a Parent or Subsidiary of such successor corporation. In the event that such successor corporation does not agree to assume the Award or to substitute an equivalent option or award, the Board shall, in lieu of such assumption or substitution, provide for the Optionee to have the right to exercise the Award as to all of the Optioned Stock, including Shares as to which the Option or Stock Purchase Right would not otherwise be exercisable. If the Board makes an Award fully exercisable (or vested) in lieu of assumption or substitution in the event of a merger, the Board shall notify the Participant that the Option shall be fully exercisable for a period of fifteen (15) days from the date of such notice, and the Option will terminate upon the expiration of such period. For the purposes of this paragraph, the Option shall be considered assumed if, following the merger or sale of assets, the assumed option confers the right to purchase, for each Share of Optioned Stock subject to the Option immediately prior to the merger or sale of assets, the consideration (whether stock, cash, or other securities or property) received in the merger or sale of assets 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 merger or sale of assets was not solely common stock of the successor corporation or its Parent, the Board may, with the consent of the successor corporation and the participant, provide for the consideration to be received upon the exercise of the Option, for each Share of Optioned Stock subject to the Option, to be solely common stock of the successor corporation or its Parent equal in Fair Market Value to the per share consideration received by holders of Common Stock in the merger or sale of assets.

(d)No Other Adjustments.  Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares subject to an Award.

(e)Acceleration  in connection with Change in Control.  In the event of a Change in Control Event, the Administrator may, in its discretion, provide that any outstanding Award shall become fully vested, free of restrictions, and payable to the holder of such Award.  The Administrator may take such action with respect to all Awards then outstanding or only with respect to certain specific awards identified by the Administrator in the circumstances.

11.Time of Granting Options. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the determination granting such Award. To the extent that grants are made by the Compensation Committee, all grants will be made at a meeting of the Compensation Committee. Except with respect to Options granted to new employees, all Options granted pursuant to the Plan shall be granted during a Trading Window Period as defined by the Company’s Insider Trading Policy. Notice of the determination shall be given to each Employee or Consultant to whom an Award is so granted within a reasonable time after the date of such grant.

12.Amendment and Termination of the Plan.

(a)Amendment and Termination.  The Board may at any time amend, alter, suspend, or terminate the Plan. The Company shall obtain stockholder approval of any Plan amendment in such a manner and to such a degree as is to the extent necessary and desirable to comply with Rule 16b-3 under the Exchange Act or Section 422 of the Code (or any other applicable law or regulation, including the requirements of any exchange or quotation system on which the Common Stock is) in such a manner and to such a degree as is listed or quoted in such a manner and to such a degree as is required by such law or regulation.

10

(b)Effect of Amendment or Termination.  No amendment, alteration, suspension or termination of the Plan shall impair the rights of any Participant with respect to Awards already granted unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing signed by the Participant and the Company.

13.Conditions Upon Issuance of Shares.

(a)Compliance with Laws.  Shares shall not be issued upon exercise of an Option or the vesting of an Award unless such exercise and the issuance and delivery of such Shares pursuant thereto shall comply with all relevant provisions of law, including, without limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, state securities laws and the requirements of any stock exchange or quotation system upon which the Shares may then be listed or quoted, and shall be further subject to the approval of counsel for the Company with respect to such compliance.

(b)Investment Intent.  As a condition to the exercise of an Option or the issuance of Shares upon exercise of an Option, the Company may require the person exercising such Option to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

(c)No Company Liability.  Inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the non-issuance or sale of such Shares as to which such requisite authority shall not have been obtained.

(d)Grants Exceeding Allotted Shares.  If the Stock covered by an Award exceeds, as of the date of grant, the number of Shares which may be issued under the Plan without additional stockholder approval, such Option shall be void with respect to such excess stock, unless stockholder approval of an amendment sufficiently increasing the number of Shares subject to the Plan to permit full exercise or settlement of the Award is timely obtained in accordance with Section 15 of the Plan.

14.Reservation of Shares.  The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as shall be sufficient to satisfy the requirements of the Plan and the Awards granted hereunder.

15.Stockholder Approval.

(a)Requirement.  Continuance of the Plan shall be subject to approval by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted as provided in Section 6 and at or prior to the first annual meeting of stockholders held subsequent to the first granting of an Option hereunder.  Such stockholder approval shall be obtained in the manner and to the degree that is required under applicable federal and state laws.

(b)Manner of Solicitation.  Approval of the Plan by the stockholders of the Company shall be solicited substantially in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

Effective: September 4, 2009

11

EX-10.14

Exhibit 10.14

NOTICE OF GRANT OF STOCK OPTIONS	Vitesse Semiconductor Corporation
AND OPTION AGREEMENT	ID:  77-0138960

Employee Name	Grant Number:	XXX
Address	Plan:	2001
	ID:	XXXXXXX

You (“Optionee”) have been granted a Stock Option (“Option”) to purchase Common Stock of Vitesse Semiconductor Corporation (the “Company”), subject to the terms and conditions of the Vitesse Semiconductor Corporation Amended and Restated 2001 Stock Incentive Plan (the “Plan”) and this Stock Option Agreement as set forth below.

Date of Grant:
Total Shares Granted:
Exercise Price per Share:	$
Type of Option:	Non-Qualified Stock Option
Expiration Date:

This Option shall be exercisable, in whole or in part, according to the following vest schedule:

The exercise of this Option shall be conditioned upon the following:

[(i)	at least one year and one day has passed since the grant of this Option;
(ii)	the filing by the Company of a registration statement on Form S-8 with the SEC to register the offer and sale of the common stock underlying this Option; and
(iii)	the common stock underlying this Option is listed on the NASDAQ Stock Market or such other national securities exchange as described in Section 18 of the Securities Act of 1933 or in Rule 146 promulgated thereunder.]

This Option may be exercised for a period of thirty (30) days after termination of employment from the Company or such longer period as may be applicable upon Death or Total and Permanent Disability of the Optionee, or by other written agreement with the Company, according to the terms and conditions of the Plan, but in no event after the Expiration Date set forth above.

By your online acceptance of this Option you and the Company agree that this Option is granted under and governed by the terms and conditions of the Company’s Amended and Restated 2001 Stock Incentive Plan, as posted on ETRADE as of the date of this Option Agreement, which is incorporated herein by reference, and this Option Agreement.

Vitesse Semiconductor Corp.

By:

Title:

EX-10.15

Exhibit 10.15

NOTICE OF GRANT OF RESTRICTED STOCK	Vitesse Semiconductor Corporation
UNITS AND RSU AGREEMENT	ID:  77-0138960

NAME	Grant Number:	XXXXXX
ADDRESS	Plan:	2001
	ID:	XXXXXX

Effective                              (“Award Date”), you have been granted an award of                    Restricted Stock Units (“RSU”).  Subject to your continued employment or service, these units are restricted until the vest date(s) shown below, at which time you will receive shares of Vitesse Semiconductor Corporation (the “Company”) common stock.

Number of Shares Vest Date

[The release of the Shares shall be conditioned upon the following:

(i)at least one year and one day has passed since the Award Date; and

(ii)the common stock underlying these RSUs is listed on the NASDAQ Stock Market or such other national securities exchange as described in Section 18 of the Securities Act of 1933 or in Rule 146 promulgated thereunder.]

By your online acceptance of this RSU award, you and the Company agree that this award is granted under and governed by the terms and conditions of the Company’s Amended and Restated 2001 Stock Incentive Plan, the Restricted Stock Unit Award Terms and Conditions, as posted on ETRADE as of the date of this RSU Agreement, which are incorporated herein by reference, and this RSU Agreement.

Vitesse Semiconductor Corp.

By:

Title:

1

RESTRICTED STOCK UNIT AWARD

TERMS AND CONDITIONS

IN CONNECTION WITH

VITESSE SEMICONDUCTOR CORPORATION

AMENDED AND RESTATED 2001 STOCK INCENTIVE PLAN

1.Defined Terms.  Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Vitesse Semiconductor Corporation Amended and Restated 2001 Stock Incentive Plan (the “Plan”).

2.Grant.  Set forth herein are the terms and conditions applicable to the Restricted Stock Unit Award reflected by the Notice of Grant of Restricted Stock Units and RSU Agreement (hereinafter referred to as the “Notice”).  The Notice evidences the grant to the Employee of a Restricted Stock Unit Award with respect to an aggregate number of restricted stock units as set forth in the Notice, subject to adjustment as provided in Section 10 of the Plan (the “Restricted Stock Units”).  As used herein, the term “restricted stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one (1) outstanding share of the Company’s common stock (subject to adjustment as provided in Section 10 of the Plan) solely for purposes of the Plan, the Notice and the terms and conditions set forth herein.  The Restricted Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Employee if such Restricted Stock Units vest pursuant to Section 3 hereof.  The Restricted Stock Units shall not be treated as property or as a trust fund of any kind.

3.Vesting.  Subject to Section 8 hereof, the Award shall vest and become nonforfeitable as set forth in the Notice.

4.Continuance of Employment.  The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits as set forth herein.  Partial employment or service, even if substantial, during any vesting period will not entitle the Employee to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 8 hereof or under the Plan.

Nothing contained herein or in the Plan constitutes an employment or service commitment by the Company, affects the Employee’s status as an employee at will who is subject to termination without cause, confers upon the Employee any right to remain employed by or in service to the Company, interferes in any way with the right of the Company at any time to terminate such employment or services, or affects the right of the Company to increase or decrease the Employee’s other compensation or benefits.  Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Employee without his consent thereto.

2

5.Dividend and Voting Rights.

(a)Limitations on Rights Associated with Units.  The Employee shall have no rights as a stockholder of the Company, no dividend rights (except as expressly provided in Section 5(b) hereof) and no voting rights, with respect to the Restricted Stock Units and any shares of common stock underlying or issuable in respect of such Restricted Stock Units until such shares of common stock are actually issued to and held of record by the Employee.  No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock.

(b)Dividend Equivalent Rights Distributions.  Within 60 days of any date that the Company pays a cash dividend on its common stock, the Company shall pay Employee an amount equal to the per share cash dividend paid by the Company on its common stock on such date multiplied by the total number of outstanding and unpaid Restricted Stock Units (including any dividend equivalents previously credited hereunder) remaining subject to the Award as of the related dividend payment record date.  No such payment shall be made with respect to any Restricted Stock Units which, as of such record date, have either been paid pursuant to Section 7 hereof or terminated pursuant to Section 8 hereof.

6.Restrictions on Transfer.  Neither the Restricted Stock Unit Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily.  The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Company, or (b) transfers by will or the laws of descent and distribution.

7.Timing and Manner of Payment of Restricted Stock Units.  On or as soon as administratively practical following each vesting of the applicable portion of the total Award per Section 3 hereof, but in no event later than 60 days following vesting, the Company shall deliver to the Employee a number of shares of common stock equal to the number of Restricted Stock Units subject to the Award that vest on the applicable vesting date, unless such Restricted Stock Units terminate prior to the given vesting date pursuant to Section 8 hereof and in any event subject to Section 9 hereof.  The Company’s obligation to deliver shares of common stock or otherwise make payment with respect to the vested Restricted Stock Units shall be subject to the following conditions:

(a)at least one year and one day shall have passed since the Award Date;

(b)Vitesse common stock underlying the Award must be listed on the NASDAQ Capital Market or such other national securities exchange as described in Section 18 of the Securities Act or in Rule 146 promulgated thereunder; and

(c)the Employee or other person entitled under the Plan to receive any shares with respect to the vested Restricted Stock Units shall have delivered to the Company any representations or other documents or assurances required by the Company.

The Employee shall have no further rights with respect to any Restricted Stock Units that are so paid or that are terminated pursuant to Section 8 hereof.

3

8.Effect of Termination of Employment.Except as provided in Section 7(e) of the Plan, the Employee’s Restricted Stock Units shall terminate to the extent such units have not become vested prior to the date the Employee is no longer employed by the Company, regardless of the reason for the termination of the Employee’s employment by the Company, whether with or without cause, voluntarily or involuntarily.  If any Restricted Stock Units are terminated hereunder, such unvested Restricted Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Company and without any other action by the Employee, or the Employee’s beneficiary or personal representative, as the case may be.

9.Adjustments Upon Specified Events.  Upon the occurrence of certain events relating to the Company’s stock contemplated by Section 10 of the Plan, the Committee shall make adjustments if appropriate in the number of Restricted Stock Units and the number and kind of securities that may be issued in respect of the Restricted Stock Unit Award.  The Committee may accelerate payment and vesting of the Restricted Stock Units in such circumstances as it, in its sole discretion, may determine, but in all events, payment shall be made within 60 days of vesting.

10.Tax Withholding.  Upon any payment of dividend equivalents and/or the distribution of shares of the common stock in respect of the Restricted Stock Units, the Company shall have the right at its option to (i) require the Employee to pay or provide for payment in cash of the amount of any taxes that the Company may be required to withhold with respect to such payment and/or distribution, or (ii) deduct from any amount payable to the Employee the amount of any taxes which the Company may be required to withhold with respect to such payment and/or distribution.  In any case where a tax is required to be withheld in connection with the delivery of shares of common stock hereunder, the Committee may, in its sole discretion, direct the Company to reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of shares, valued at their then Fair Market Value (as determined pursuant to the Plan), to satisfy such withholding obligation.

11.Notices.  Any notice to be given under these terms and conditions shall be in writing and addressed to the Company at its principal office to the attention of the Secretary, and to the Employee at the Employee’s last address reflected on the Company’s records, or at such other address as either party may hereafter designate in writing to the other.  Any such notice shall be given only when received, but if the Employee is no longer an employee of the Company, shall be deemed to have been duly given by the Company when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

12.Plan.  The Award and all rights of the Employee hereunder are subject to, and by accepting the Notice, the Employee agrees to be bound by, all of the terms and conditions of the provisions of the Plan, incorporated herein by reference.  In the event of a conflict or inconsistency between the terms and conditions herein and of the Plan, the terms and conditions of the Plan shall govern.  By accepting the Notice, the Employee agrees to be bound by the terms of the Plan and the terms and conditions herein and acknowledges having read and understood the Plan and the terms and conditions herein.  Unless otherwise expressly provided in other

4

sections herein, provisions of the Plan that confer discretionary authority on the Committee do not (and shall not be deemed to) create any rights in the Employee unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Committee so conferred by appropriate action of the Committee under the Plan after the date hereof.

13.Entire Agreement.  The Notice, the terms and conditions herein and the Plan collectively constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof.  The Plan and the terms and conditions herein may be amended pursuant to Section 12 of the Plan.  Such amendment must be in writing and signed by the Company.  The Company may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Employee hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14.Limitation on Employee’s Rights.  Participation in the Plan confers no rights or interests other than as herein provided.  The terms and conditions herein and the Notice create only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust.  Neither the Plan nor any underlying program, in and of itself, has any assets.  The Employee shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable in cash, if any, with respect to the Restricted Stock Units, and rights no greater than the right to receive the common stock (or equivalent value) as a general unsecured creditor with respect to Restricted Stock Units, as and when payable thereunder.

15.Section Headings.  The section headings herein are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

16.Governing Law.  The Notice and the terms and conditions herein shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

5

EX-31.1

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 31.1

Certification of Chief Executive Officer Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Christopher R. Gardner, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Vitesse Semiconductor Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

January 28, 2010
	By:	/s/ CHRISTOPHER R. GARDNER Christopher R. Gardner Chief Executive Officer

QuickLinks

EXHIBIT 31.1

Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-31.2

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 31.2

Certification of Chief Financial Officer Pursuant to
Securities Exchange Act Rules 13a-14(a) and 15d-14(a)
as Adopted Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard C. Yonker, certify that:

1.

I have reviewed this annual report on Form 10-K/A of Vitesse Semiconductor Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;

4.

The company's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting; and

5.

The company's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company's auditors and the audit committee of the company's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the company's internal control over financial reporting.

January 28, 2010
	By:	/s/ RICHARD C. YONKER Richard C. Yonker Chief Financial Officer

QuickLinks

EXHIBIT 31.2

Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

EX-32.1

QuickLinks -- Click here to rapidly navigate through this document

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to
18 U.S.C. Section 1350
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

        I, Christopher R. Gardner, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vitesse Semiconductor Corporation on Form 10-K/A for the fiscal year ended September 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K/A fairly presents in all material respects the financial condition and results of operations of Vitesse Semiconductor Corporation.

January 28, 2010
	By:	/s/ CHRISTOPHER R. GARDNER Christopher R. Gardner Chief Executive Officer

        I, Richard C. Yonker, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Annual Report of Vitesse Semiconductor Corporation on Form 10-K/A for the fiscal year ended September 30, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Form 10-K/A fairly presents in all material respects the financial condition and results of operations of Vitesse Semiconductor Corporation.

January 28, 2010
	By:	/s/ RICHARD C. YONKER Richard C. Yonker Chief Financial Officer

        A signed original of this written statement required by Section 906 has been provided to Vitesse Semiconductor Corporation and will be retained by Vitesse Semiconductor Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

QuickLinks

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002