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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.      )

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 11, 2010
January 19, 2011

TO OUR STOCKHOLDERS:

        NOTICE IS HEREBY GIVENNotice is hereby given that the Annual Meeting of Stockholders of VITESSE SEMICONDUCTOR CORPORATION,Vitesse Semiconductor Corporation, a Delaware corporation, will be held on May 11, 2010January 19, 2011 at 9 a.m. local time at the Hyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Blvd., Westlake Village,Renaissance Agoura Hills Hotel, 30100 Agoura Road, Agoura Hills, California 9136191301 for the following purposes:

1.

To elect fivesix directors to serve for the ensuing year and until their successors are duly elected (Proposal One);



2.

To approve the 20102011 Vitesse Semiconductor Corporation IncentiveEmployee Stock Purchase Plan (Proposal Two);



3.

To ratify the appointment of BDO Seidman,USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 20102011 (Proposal Three); and



4.

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

        The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

        Stockholders of record at the close of business on March 26,December 1, 2010 are entitled to notice of, and to vote at, the meeting.

        All stockholders are cordially invited to attend the meeting. However,This year we are using the Internet as our primary means of furnishing proxy materials to assure your representation atour stockholders. Accordingly, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the meeting, you are urged to mark, sign, dateproxy materials and returnvoting electronically over the enclosedInternet or by telephone. The notice also provides information on how stockholders may request paper copies of our proxy card as promptly as possible inmaterials. We believe electronic delivery of our proxy materials and annual report will help us reduce the postage-prepaid envelope enclosed for that purpose.environmental impact and costs of printing and distributing paper copies and improve the speed and efficiency by which our stockholders can access these materials. Any stockholder of record attending the meeting may vote in person even if he or she has returned a proxy. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder.

		Sincerely,
		Christopher R. Gardner President and Chief Executive Officer

Camarillo, California
March 31,December 1, 2010

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 11, 2010

        The proxy statement and annual report to stockholders are available atwww.vitesse.com/2010-annual-proxy.

YOUR VOTE IS IMPORTANT

        In orderWhether or not you plan to assureattend the Annual Meeting, it is important that your shares be represented and voted at the meeting and we urge you to vote as soon as possible. As an alternative to voting in person at the Annual Meeting, you may vote electronically over the Internet or by telephone, or if you receive a proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. Timely voting by any of these methods will ensure your representation at the meeting, you are requested to complete, sign and date the enclosed proxy card as promptly as possible and return it in the enclosed envelope. Any stockholder attending the Annual Meeting may vote in person even if he or she returned a proxy card.Meeting.

VITESSE SEMICONDUCTOR CORPORATION
741 Calle Plano Drive
Camarillo, California 93012

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING

General

        The enclosed Proxy is solicited on behalf of the Board of Directors (the "Board") of Vitesse Semiconductor Corporation ("Vitesse" or the "Company") for use at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at Hyatt Westlake Plaza in Thousand Oaks, 880 S. Westlake Blvd., Westlake Village,Renaissance Agoura Hills Hotel, 30100 Agoura Road, Agoura Hills, California 9136191301 on May 11, 2010January 19, 2011 at 9:00 a.m., local time, and at any adjournment(s) thereof, for the purposes set forth herein and in the accompanying Notice of Annual Meeting of Stockholders. Our telephone number is (805) 388-3700. These proxy solicitation materials wereThis Proxy Statement is first mailed on or about April 1, 2010being made available to all stockholders entitled to vote at the Annual Meeting.Meeting on or about December 10, 2010.

Record Date and Share Ownership

        Stockholders of record at the close of business on March 26,December 1, 2010 (the "Record Date") are entitled to notice of and to vote at the meetingAnnual Meeting and at any adjournment(s) thereof. On the Record Date, 404,841,80223,986,531 shares of our common stock, $0.01 par value, were issued and outstanding.

Revocability of Proxies

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

Attendance at the Annual Meeting

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

        For directions to attend the Annual Meeting, please visit the Hyatt Westlake Plaza'sRenaissance Agoura Hills Hotel website athttp://westlake.hyatt.com/hyatt/ www.marriott.com/hotels/services/maps/index.jsptravel/laxag-renaissance-agoura-hills-hotel/ or contact the hotel via telephone at (805) 557-1234.(818) 707-1220.

Voting and Costs of Solicitation

        On all matters, other than the election of directors, each share has one vote.

If you are a stockholder of record as of"registered holder," that is your shares are registered in your name through our transfer agent, and you are viewing this proxy over the Record Date,Internet you may vote in person atelectronically over the Annual Meeting or vote by proxy using the enclosed proxy card.Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. As stated above, you may still attend the Annual Meeting and vote in person if you have already voted by proxy.

•

To vote in person: Come to the Annual Meeting and we will give you


Internet. For those stockholders who receive a ballot at the time of voting. If you have previously turned in apaper proxy card, please notify us at the Annual Meeting that you intend to cancel the proxy and vote by ballot.



•

To vote using the proxy card: Simply complete, sign and date the enclosed proxy card and return it promptly in the envelope provided. Ifmail, you return your signed proxy card to us before the Annual Meeting, the designated proxies willmay also vote your shares as you direct. If you are a stockholder of record, you willnot be able to cast your voteelectronically over the Internet or by telephone. If you hold your shares in "street name,"telephone or by completing and mailing the broker, nominee, fiduciary or other custodian through which you hold your shares will instruct you as to how your shares may be voted by proxy.

        If you return a signed and dated proxy card without marking any voting directions, your shares will be voted:

•

"For"provided. The website identified in our Notice of Internet Availability of Proxy Materials provides specific instructions on how to vote electronically over the election of all five (5) nominees for director set forth herein as describedInternet. Those stockholders who receive a paper proxy by mail, and who elect to vote by mail, should complete and return the mailed proxy card in Proposal One;



•

"For" the approval ofprepaid and addressed envelope that was enclosed with the 2010 Vitesse Semiconductor Corporation Incentive Plan (the "2010 Incentive Plan") as described in Proposal Two;



•

"For" the ratification of the appointment of BDO Seidman, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2010 as described in Proposal Three;

        If any other matter is properly presented at the Annual Meeting, your proxy holders (one of the individuals named on your proxy card) will vote your shares in their discretion.materials.

        If your shares are held in "street name," meaning that theyis, your shares are registeredheld in the name of a broker, nominee, fiduciarybrokerage firm, bank or other custodian, then generally only that broker, nominee, fiduciaryyou will receive instructions from the brokerage firm, bank or other custodian may execute a proxy andnominee, as your record holder, that must be followed in order for your brokerage firm, bank or other nominee to vote your shares. Your broker, nominee, fiduciaryshares per your instructions. If you have elected to receive paper copies of our proxy materials from your brokerage firm, bank or other custodian should providenominee, you withwill receive a voting instruction form. Please complete and return the enclosed voting instruction form for your use to provide them with instructions as to how toin the addressed, postage paid envelope provided.

        Only proxy cards and voting instruction forms that have been signed, dated and timely returned and only proxies that have been timely voted electronically or by telephone will be counted in the quorum and voted.The Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time, Tuesday, January 18, 2011. Stockholders who vote over the Internet or by telephone need not return a proxy card or voting instruction form by mail.

        You may also vote your shares in person at the Annual Meeting. If you are a registered holder, you may request a ballot at the Annual Meeting. If your shares are held of record in "street name" by a broker, nominee, fiduciary or other custodianstreet name and you wish to vote in person at the Annual Meeting, you must obtain a proxy issued in your name from the record holder a "legal proxy" issued(e.g., your broker) and bring it with you to the Annual Meeting. We recommend that you vote your shares in advance as described above so that your name.vote will be counted if you later decide not to attend the Annual Meeting.

        Stockholders that receive more than oneWe will bear the entire cost of the solicitation of proxies for the Annual Meeting, including the preparation, assembly, printing and mailing of the Notice of Internet Availability of Proxy Materials, this proxy statement, the proxy card or voting instruction form have shares registered in different forms or in more than one account. Stockholders that receive more than one proxy card are requestedand any additional solicitation materials furnished to please sign, date and return all proxy cards and provide instructions for all voting instruction forms received to ensure that all of your shares are voted.

        The cost of this solicitation will be borne by us. Georgeson Inc. will distribute proxy materials to beneficial owners, may solicit proxies by personal interview, mail, telephone, and electronic communications, and will request brokerage houses and other custodians, nominees, and fiduciaries to forward soliciting material to the beneficial owners of the common stock held on the record date by such persons.stockholders. The Company will pay Georgeson Inc. $7,500 for its proxy solicitation services and will reimburse Georgeson Inc. for payments made to brokers and other nominees for their expenses in forwarding solicitation materials. Solicitations also may be made by personal interview, telephone, and electronic communications by directors, officers and other employees of the Company without additional compensation. We may reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation material to such beneficial owners. No additional compensation will be paid to those individuals for any such services.

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

•

"For" the election of all six (6) nominees for director as described in Proposal One;



•

"For" the approval of the 2011 Vitesse Semiconductor Corporation Employee Stock Purchase Plan ("ESPP") as described in Proposal Two; and



•

"For" the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2011 as described in Proposal Three;

        Some stockholders receive more than one Notice of Internet Availability of Proxy Materials proxy card or voting instruction form because their shares are held in multiple accounts or registered in

different names or addresses. Please vote your shares held ineach account to ensure that all of your shares will be voted.

Quorum; Abstentions;Quorum, Abstentions, Broker Non-Votes;Non-Votes, Required Votes

        Our Bylaws provide that stockholders holding a majority of the shares of common stock issued and outstanding and entitled to vote on the Record Date constitute a quorum at meetings of stockholders. Therefore, at the Annual Meeting, the presence, in person or by proxy, of the holders of at least 202,420,90212,017,252 shares of Common Stock will be required to establish a quorum. Each outstanding share of

our Common Stock is entitled to one vote on each proposal at the Annual Meeting. Approval of the proposals requires the following votes: The fivethe six director nominees receiving the highest number of "For" votes will be elected as directors of the Company and each of ProposalsProposal 2 and 3 requires the affirmative vote of a majority of the shares of Common Stock presentrepresented in person or by proxy at the Annual Meeting.Meeting and entitled to vote on the proposal. Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count "For" and (with respect to proposals other than the election of directors) "Against" votes, abstentions, and broker non-votes. Because directors are elected by a plurality vote, abstentions in the election of directors will have no impact once a quorum exists. Abstentions will be counted towards the vote total for each proposal, other than the election of directors, and will have the same effect as "Against" votes with respect to the proposals to approve the 2010 Vitesse Semiconductor Corporation Incentive PlanESPP and to ratify the appointment of BDO Seidman,USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 2010.2011.

        A "broker non-vote" occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions with respect to that proposal from the beneficial owner. Broker non-votes represented by submitted proxies will not be taken into account in determining the outcome ofhave no effect on Proposal No. 1, the election of directors, because directors are elected by a plurality of the votes cast. Broker non-votes will have no effect on Proposal No. 2, the approval of the Vitesse ESPP, because the shares constituting broker non-votes are not considered to be represented in person or by proxy at the proposalsAnnual Meeting and entitled to approvevote on the 2010 Vitesse Semiconductor Corporation Incentive Plan and to ratifyproposal. Broker non-votes will also have no effect on Proposal No. 3, ratification of the appointment of BDO Seidman, LLP as our independent registered public accounting firm, for the fiscal year ending September 30, 2010.

        If you hold shares in your name, and you sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Boardbecause brokers or nominees have discretionary authority to vote on all matters and as the proxy holders may determine in their discretion with respect to any other matters that properly come before the meeting.this proposal.

Effect of Not Casting Your Vote

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

        Recent changes in regulations were made to take away the ability of your bank or broker to vote your uninstructed shares in the election of directors on a discretionary basis. Your bank or broker likewise has no ability to vote your uninstructed shares on the proposal to approve the Vitesse ESPP (Proposal No. 2). Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote in the election of directors and approval of the Vitesse ESPP, no vote will be cast on your behalf.behalf for the election of directors or the proposal to approve the Vitesse ESPP. Your bank or broker does not have discretion to vote any uninstructed shares in favor of the approval of the 2010 Incentive Plan (Proposal Two of this proxy statement), however your bank or broker will continue to have discretion to vote any uninstructed shares on the ratification of the appointment of the Company's independent registered public accounting firm (Proposal Three of this proxy statement)No. 3).

Deadline for Receipt of Stockholder Proposals

        Proposals of stockholders that are intendedIn order for a stockholder proposal to be presented by such stockholders at theconsidered for inclusion in our proxy statement for our 2012 annual meeting of stockholders, for the 2010 fiscal yearwritten proposal must be received by us no later than the close of business on the 45th day, nor earlier than the close of business on the 75th day, prior to the one year anniversary of the date these proxy materials were first mailed by us unless the annual meeting of stockholders is held prior to April 11, 2011 or after JulyAugust 10, 2011, in which case,and should contain the proposal must be received by us not earlier than the 120th day prior to the annual meeting and not later than the later of the 90th day prior to the annual meeting and the tenth day following public announcement of the date the annual meeting will be held and must otherwise be in compliance with applicable laws and regulations in order to be considered for inclusion in the proxy statement and form of proxy relating to that meeting. Under the federal securities laws, for such a matter to be included in the proxy materials

for the annual meeting of stockholders for the 2010 fiscal year, timely notice must be delivered to us atinformation required under our principal executive offices to the attention of Tracy Kern, our Corporate Controller, not less than 120 days beforebylaws. If the date of next year's annual meeting is moved more than 30 days before or after January 19, 2012, the first anniversary date of this year's Annual Meeting, the deadline for inclusion of proposals in our proxy statement releasedis instead a reasonable time before we begin to stockholders in connection with the previousprint and mail our proxy materials for next year's annual meeting, or December 2, 2010. Stockholdermeeting. Any proposals must otherwisewill also need to comply with the requirements of Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")., regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Proposals should be addressed to Joyce Sheehan, our Corporate Secretary, at our principal executive offices.

        If a stockholder who has notified us of his or her intentionyou intend to present a proposal at anour 2012 Annual Meeting of stockholders and the proposal is not intended to be included in our proxy statement relating to that meeting, you must give us advance notice of the proposal in accordance with our bylaws. Pursuant to our bylaws, in order for a stockholder proposal to be deemed properly presented in these circumstances, a stockholder must deliver notice of the proposal to Joyce Sheehan, our Corporate Secretary, at our principal executive offices after the close of business on October 21, 2011 and before the close of business on November 20, 2011. However, if the date of our 2012 annual meeting of stockholders is more than 30 days before or after January 19, 2012, the first anniversary of this year's Annual Meeting, stockholders must give us notice of any stockholder proposals within a reasonable time before the mailing date of the proxy statement. If a stockholder does not appearprovide us with notice of a stockholder proposal in accordance with the deadlines described above, the stockholder will not be permitted to present his or her proposal at such meeting, we need not present the proposal to the stockholders for a vote at suchthe meeting.

        However,The proxies to be solicited by us through our Board of Directors for our 2012 annual meeting of stockholders will confer discretionary authority on the proxy holders to vote on any stockholder proposal properly presented at the 2012 annual meeting of stockholders if we fail to receive notice of the stockholder's proposal for the meeting by August 10, 2011.

        If a stockholder wishes only to recommend a candidate for consideration by the GovernanceNominating and NominatingCorporate Governance Committee as a potential nominee for the Company's Board, see the procedures discussed in "Proposal One—Election of Directors—Process for Recommending Candidates for Election to the Board of Directors."

        The attached proxy card grants to the proxyholders discretionary authority to vote on any matter raised at the Annual Meeting.

Delivery of Voting Materials to Stockholders Sharing an Address

        To reduce the expense of delivering duplicate voting materials to our stockholders who may hold shares of Vitesse common stock in more than one stock account, we are delivering only one set of the proxy solicitation materials to certain stockholders who share an address, unless otherwise requested. A separate proxy card is included in the voting materials for each of these stockholders. We will promptly deliver, upon written or oral request, a separate copy of the annual report or this proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered. To obtain an additional copy, you may write us at 741 Calle Plano Drive, Camarillo, California 93012, Attn: Investor Relations, or contact us by telephone at (805) 388-3700 and request to be connected to our Investor Relations department. Similarly, if you share an address with another stockholder and have received multiple copies of our proxy materials, you may contact us at the address or telephone number specified above to request that only a single copy of these materials be delivered to your address in the future. Stockholders sharing a single address may revoke their consent to receive a single copy of our proxy materials in the future at any time by contacting our distribution agent, Broadridge, either by calling toll-free at 1-800-542-1061, or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, NY 11717. Broadridge will remove such stockholder from the householding program within 30 days of receipt of such written notice, after which each such stockholder will receive an individual copy of our proxy materials.

Further Information

        We will provide without charge to each stockholder solicited by these proxy solicitation materials a copy of Vitesse's annual report on Form 10-K for the fiscal year ended September 30, 20092010 without exhibits, and any amendments, thereto on Form 10-K/A upon request of such stockholder made in writing to Vitesse Semiconductor Corporation, 741 Calle Plano Drive, Camarillo, California 93012, Attn: Investor Relations. We will also furnish any exhibit to the annual report on Form 10-K, if specifically requested in writing. You can also access our Securities and Exchange Commission ("SEC") filings, including our annual reports on Form 10-K, and all amendments thereto filed on Form 10 K/A, on the SEC website at www.sec.gov.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MAY 11, 2010

The        We have adopted a procedure called "householding" that allows us to deliver only one copy of our Notice of Internet Availability of Proxy Materials, and for those stockholders that received a paper copy of proxy statement andmaterials in the mail, one copy of our annual report to stockholders are available at www.vitesse.com/2010-annual-proxy.and this proxy statement, to multiple stockholders who share the same address (if they appear to be members of the same family) unless we have received contrary instructions from an affected stockholder. Stockholders who participate in householding will continue to receive separate proxy cards if they received a paper copy of proxy materials in the mail.

PROPOSAL ONE
ELECTION OF DIRECTORS

Nominees

        Five (5)Six (6) members of our Board are to be elected at the Annual Meeting. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below. Each nominee has consented to be named a nominee in the proxy statement and to continue to serve as a director if elected. If any nominee becomes unable or declines to serve as a director, if additional persons are nominated at the meeting, or if stockholders are entitled to cumulate votes, the proxy holders intend to vote all proxies received by them in such a manner (in accordance with cumulative voting) as will ensure the election of as many of the nominees listed below as possible, and the specific nominees to be voted for will be determined by the proxy holders.

We are not aware of any reason that any nominee will be unable or will decline to serve as a director. The term of office of each person elected as a director will continue until the next Annual Meetingannual meeting of Stockholdersstockholders, or until a successor has been elected and qualified, or until his or her earlier resignation, or removal. There are no arrangements or understandings between any director or executive officer and any other person pursuant to which he or she is or was to be selected as a director or officer.

        The names of the nominees, all of whom are currently directors standing for re-election, and certain information about them as of March 26,December 1, 2010, are set forth below. All of the nominees have been recommended for nominationnominated by a majority of the Board acting on the recommendation of the GovernanceNominating and NominatingCorporate Governance Committee of the Board, which was approved by a majority vote of the members of such committee. The committee consists solely of independent members of the Board. There are no family relationships among directors or executive officers of Vitesse.

        Except asBoard of Directors

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

        There are no family relationships among any of our directors or executive officers. Additional information regarding each of our directors has been engaged in his principal occupationis set forth above during the past five years.below.

        Christopher R. Gardner,, age 49,50, has beenserved as a director since October 26, 2006. Mr. Gardner has beenand 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. He served as Vice President and Chief Operating Officer from 2000 to 2002. Prior to joining Vitesse in 1986, Mr. Gardner served as a member of the Technical Staff at Bell Laboratories from 1982 to 1986.Laboratories. Mr. Gardner's extensive career in the semiconductor industry, combined with his extensive knowledge and understanding of our Company, the industry and the markets in which we operate, and the issues facing the Company, make Mr. Gardner a valuable member of our Board. Mr. Gardner received his BSEE degree from Cornell University and his MSEE degree from the University of California at Berkeley.

        Steven P. Hanson,, age 61,62, has beenserved as a director since August 16, 2007. For more than 32 years, Mr. Hanson has served in senior executive roles at technology companies, including 28 years at Motorola in various engineering management and leadership positions. Mr. Hanson has served as the President and Chief Executive Officer of ON Semiconductor from 1999 to 2003. Mr. Hanson has been a senior partner at Southwest Value Acquisitions LLC, a private equity firm, since 2004. In addition Mr. Hanson serves on the Board of Deca Technologies Inc., a chip scale packaging company and subsidiary of

Cypress Semiconductor Corp. From 2007 to 2009, heHe served as the Chairman of InPlay Technologies, Inc., a high-technology firm delivering leadership human input device technologies and products. From 1999products from 2005 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.2007. Mr. Hanson has served Arizona State University as a member of the Dean's Advisory Council, W.P. Carey School of Business and the Dean's Advisory Council for the Ira A. Fulton School of Engineering. As a former senior executive at technology companies including ON Semiconductor and the GM of Europe, Middle East and Africa Semiconductor Group of Motorola, Mr. Hanson brings operational, strategic and industry expertise to our Board. Mr. Hanson holds a BSEE degree from the College of Engineering at Arizona State University.

        James H. Hugar,, age 63, was appointed to the Board of Directors on64, has served as a director since 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 Practice Unit. Mr. Hugar currently expectsserves on the Board of Advisors of American Relocation & Logistics, Inc., a privately-held company. With over 35 years of experience in public accounting, including participation at hundreds of audit committee meetings and serving as director/advisor for both privately and publicly held companies, Mr. Hugar brings public company financial expertise 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.Board. Mr. Hugar holds a bachelor'sBS 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 on47, has served as a director since October 30, 2009. Mr. Lyon is currently the president of Odyssey Capital Group, LLC, a financial advisory and management consulting firm, whichwhere he founded inhas been employed since 1998. In 2005, he served as interim Chief Financial Officer of Hypercom Corporation. BeforePrior to 2005, Mr. Lyon held positions as managing director at Ernst & Young Corporate Finance, LLC, and a managing member of Golf Equity, LLC vice president,and Vice President, Capital Markets at Evans Withycombe Residential, Inc. HeMr. Lyon began his career at Arthur Andersen, LLP, where he worked from 1987 to 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 andserved as Chairman of the Board of Three Five Systems, Inc.Systems. He has also served as a director of Tickets.com, Inc. Mr. Lyon's breadth of experience in corporate finance and strategic initiatives, including capital raising, business and securities valuation, mergers and acquisitions and bankruptcy reorganizations allows Mr. Lyon to provide guidance to our Board and our Company regarding our operations, growth strategies and opportunities. Mr. Lyon holds a bachelor'sBS degree (magna cum laude) and an MBA degree (with high distinction) from Brigham Young University. HeMr. Lyon is a Certified Public Accountant and a published author and speaker.

        Edward Rogas, Jr.,, age 69,70, has beenserved as a director since January 24, 2006 and the Chairman of the Board of Directors since December 2006. Mr. Rogas is currently retired.a director and consultant to companies in the technology industry. He served as a Senior Vice President at Teradyne, Inc., an automated test equipment manufacturer, from 2000 throughto 2005. From 1976 to 2000, he held various management positions in the semiconductor ATE portion of Teradyne's business,Teradyne, Inc., including Vice President from 1984 to 2000. Prior to that, fromFrom 1973 to 1976, he served as a Vice President at American Research and Development. Mr. Rogas is currentlyserves on the Board of FormFactor, Inc.,

a manufacturing test-technology company, and Vignani Technologies, Pvt Ltd. (a private Indian company). Mr. Rogas previously served on the board of directors of Photon Dynamics, Inc., a provider of digital imaging technology. Mr. Rogas brings to our Board extensive experience in engineering development and operations in the technology industry, financial sophistication and public company board experience. Mr. Rogas holds a bachelor'sBS degree from the United States Naval Academy and an MBA (with distinction)degree from Harvard Business School.

        The authorized numberG. William LaRosa, age 64, has served as a director since August 2010. Mr. LaRosa is currently the Chief Executive Officer of directors under our bylawsG.W. LaRosa & Associates, LLC, a global technology sales and business development firm. Mr. LaRosa founded Lead Group International (LGI) and helped lead smaller technology companies including Silicon Graphics and American Motion Systems. Mr. LaRosa currently serves on the board of advisors for Silvatron Partners in Los Gatos, California. He is a minimumpast director for the advisory board for the Lubin School of fiveBusiness at PACE University, and a maximum of nine, with the exact number set by the Board. Currently the authorized number of directorsformer chairman of the Company is five.board at LGI. The experience he gained over 30 years holding various senior-level positions at industry-leading companies including General Electric, IBM and Advanced Micro Devices, allows Mr. LaRosa to provide the Board with industry experience and public company sales, marketing and operational expertise. Mr. LaRosa earned his MBA degree from the Lubin School of Business at PACE University and has a BS degree in electrical and electronic engineering from Manhattan College in New York City.

        As a condition to the closing of our recently announcedOctober 2009 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 H. 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"Current Criteria for Directors" and Independence Standards"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 H. 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 our debt restructuring transaction on October 30, 2009.transaction.

Director Independence

        The Board has determined that with the exception of Mr. Gardner, all of its current members meet the criteria for independence set forth in the NASDAQ Listing Rules and the Company's Corporate Governance Guidelines. Our Corporate Governance Guidelines are posted on our websitehttp:// at, www.vitesse.com,, under "Investors—Corporate Governance."

Board Meetings and Committees

Board of Directors

        The Board held a total of forty-four (44)seventeen (17) meetings during fiscal year 2009. During fiscal year 2009, the Board had three standing committees: the Audit Committee; the Compensation Committee; and the Nominating and Corporate Governance Committee. In addition, in fiscal year 2009, the Board had one additional committee: the Strategic Development Committee. The Strategic Development Committee was dissolved effective as of October 30, 2009. Three of the members of that Committee, Guy Adams, Willow Shire and Robert Lundy, resigned from the Board effective as of October 30, 2009.2010. Each of our incumbent directors attended at least 75% of the aggregate of all meetings of the Board and the committees of the Board upon which such director served in fiscal year 2009.2010. Under our Corporate Governance Guidelines, the Board is required to hold an executive session at each meeting of the Board at which employee directors are not present.

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

        During fiscal year 2010, the Board had three standing committees: the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee.

Audit Committee

        The Audit Committee, which has been established in accordance with Section 3(a)(58)(A) of the Exchange Act, consists of directors Messrs. Hugar, Hanson and Rogas.Rogas, has been chaired by Mr. Hugar was appointed to the Committee as its Chairman onsince December 9, 2009. The Audit Committee held sixteen (16) meetings during fiscal year 2009. All of the members of the Audit Committee are "independent" as defined under rules promulgated by the SEC and meet the NASDAQ Listing Rules criteria for independence. The Board has determined that Mr. Hugar is an "audit committee financial expert" as that term is defined in Item 407(d)(5) of Regulation S-K. Among other things, the Audit Committee assists our Board of Directors in its oversight of the integrity of our financial statements, the qualifications and independence of our independent audits,auditors, the performance of our internal audit function, compliance with legal and regulatory requirements, our disclosure controls, and systemour systems of internal controls. The Audit Committee held fourteen (14) meetings during fiscal year 2010. A copy of the Audit Committee charter including any updates thereto, is available on our website at www.vitesse.com.

Compensation Committee

        The Compensation Committee, of the Boardwhich consists of directorsMessrs. Lyon, Rogas and LaRosa, has been chaired by Mr. Lyon since December 9, 2009. Mr. Lyon and Mr. Rogas both of whom were appointed tohave served on this Committee onsince December 9, 2009, following the resignation of directorsMr. Adams, LundyMs. Shire and ShireMr. Lundy from the Board effective as of October 30, 2009. The Compensation Committee held twelve (12) meetings during fiscal year 2009.Mr. LaRosa was appointed to this committee on August 11, 2010. The Compensation Committee, among other things, reviews and approves our executive compensation policies and programs, and grants stock options and other equity awards to our employees, including officers, pursuant to our stock optionincentive plans. See "Executive Officers and Executive Compensation—Compensation Discussion and Analysis" and "Director Compensation"

below for a description of our processes and procedures for the consideration and determination of executive and director compensation. The Compensation Committee held twelve (12) meetings during fiscal year 2010. A copy of the Compensation Committee charter including any updates thereto, is available on our website at www.vitesse.com.

Nominating and Corporate Governance Committee

        The Nominating and Corporate Governance Committee, which consists of directorsMessrs. Hanson, Hugar and Hugar. During fiscal year 2009, the Governance and Nominating Committee consisted of directors Shire,LaRosa, has been chaired by Mr. Hanson and Lundy.since June 29, 2009. Mr. Hugar has served on this committee since December 9, 2009, following the resignation of Ms. Shire and Mr. Lundy from the Board effective October 30, 2009. Mr. LaRosa was appointed to the Committee on December 9, 2009. The Nominating and Corporate Governance Committee held six (6) meetings during fiscal year 2009.August 11, 2010. The Nominating and Corporate Governance Committee, among other things, assists the Board by making recommendations to the Board on matters concerning director nominations and elections, board committees and corporate governance. The Nominating and Corporate Governance Committee held four (4) meetings during fiscal year 2010. A copy of the Nominating and Corporate Governance Committee charter including any updates thereto, is available on our website at www.vitesse.com.

Corporate Governance Guidelines

        The Company maintains a set of Corporate Governance Guidelines, which can also be found on our website under "Investors—Corporate Governance." The Corporate Governance Guidelines cover a range of governance-related matters, including requirements that the Board of Directors maintain an independent Chairman of the Board and that at least three-fourths of the Board and the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee consist of independent members.

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/Officer and 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."

Board's Role in Risk Oversight

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

Attendance at Annual Meeting of Stockholders by Directors

        It is the policy of the Company that absent extraordinary circumstances each member of the Board of Directors shall attend our Annual Meeting of Stockholders. All of our board members attended the last year's annual meeting of stockholders.meeting.

Process for Recommending Candidates for Election to the Board of Directors

        The Nominating and Corporate Governance Committee will consider nominees recommended by stockholders. A stockholder that desires to recommend a candidate for election to the Board must direct the recommendation in writing to us at our principal offices (Attention: Tracy Kern,Joyce Sheehan, Corporate Controller)Secretary) and must include the candidate'scandidate name, age, home and business contact information, principal occupation or employment, the number of shares beneficially owned by the nominee, whether any hedging transactions have been entered into by the nominee or on his or her behalf, information regarding any arrangements or understandings between the nominee and the stockholder nominating the nominee or any other persons relating to the nomination, a written statement by the nominee acknowledging that the nominee will owe a fiduciary duty to the Company, if elected, and any other information required to be disclosed about the nominee if proxies were to be

        If the shares of common stock are sold or disposed of (including by way of most gifts) before the expiration of the Holding Period, the employee will recognize ordinary income in the year of sale or disposition in an amount equal to the excess of the amount realized on the disposition of the sharessales price over the option exercise price). The balance ofpurchase price. Even if the participant's gain on a disqualifying disposition, if any, will be taxed as short-term or long-term capital gain, as the case may be.

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

        Stock Appreciation Rights.    A participant generally will not recognize income upon the grant or vesting of an SAR with a grant price at least equal to theare sold for less than their fair market value of our common stock on the purchase date, the same amount of grant and no additional deferral feature. Uponordinary income is included in income.

        In addition, the exercise of an SAR, a participantemployee generally will recognize compensation taxable as ordinary incomecapital gain or loss in an amount equal to the difference between the fair market valueamount realized upon the sale of shares of common stock and the employee's tax basis in the shares of common stock (generally, the amount the employee paid for the shares of common stock plus the amount, if any, taxed as ordinary income). Capital gain or loss recognized on a

        If the employee disposes of shares of common stock purchased pursuant to the ESPP after the Holding Period, the Company will not be entitled to any federal income tax deduction with respect to the shares of common stock issued under the ESPP. If the employee disposes of such shares of common stock prior to the expiration of the shares underlyingHolding Period, the SAR on the date of exercise and the grant price of the SAR.

        Unrestricted Stock Awards.    Upon receipt of an unrestricted stock award, a participantCompany generally, will recognize compensation taxable as ordinarybe entitled to a federal income tax deduction in an amount equal to the excess of the fair

market value of the shares at such time over the amount, if any, paid by the participant with respect to the shares.

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

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

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

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

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

        Code Section 409A.    We intend that awards granted under the 2010 Incentive Plan comply with, or otherwise be exempt from, Code Section 409A, but make no representation or warranty to that effect.

        Code Section 162(m).    Under Code Section 162(m), we are generally prohibited from deducting compensation paid to "covered employees" in excess of $1,000,000 per person in any year. "Covered employees" are defined as the principal executive officer and any one of the three highest paid executive officers (other than the principal executive officer or the principal financial officer) as of the

close of the applicable taxable year. Compensation that qualifies as "performance-based"ESPP is excluded for purposes of calculating the amount of compensation subject to the $1,000,000 limit. In general, one of the requirements that must be satisfied to qualify as performance-based compensation under Code Section 162(m) is that the material terms of the performance goals under which the compensation may be paid must be disclosed to and approved by a majority vote of our stockholders. Accordingly, stockholder approval of the 2010 Incentive Plan is necessary to ensure that we have the ability to exclude taxable compensation attributable to stock options, stock appreciation rights and performance-based awards under the 2010 Incentive Plan that are intended to qualify as "qualified performance-based compensation" under Code Section 162(m) from the limits on tax deductibility imposed by Section 162(m).

        Tax Withholding.    We are authorized to deduct or withhold from any award granted or payment due under the 2010 Incentive Plan, or require a participant to remit to us, the amount of any withholding taxes due in respect of the award or payment and to take such other action as may be necessary to satisfy all obligations for the payment of applicable withholding taxes. We are not required to issue any shares of common stock or otherwise settle an award under the 2010 Incentive Plan until all tax withholding obligations are satisfied.

Plan Benefits

        All awards to employees, officers, directors and consultants under the 2010 Incentive Plan are made atentirely within the discretion of the Compensation Committee. Therefore,eligible employees. Because the benefitsCompany cannot presently determine the participation levels by employees, the rate of contributions by employees and amounts that will be received or allocatedthe eventual purchase price under the 2010 Incentive PlanESPP, it is not possible to determine the value of benefits which may be obtained by executive officers and other employees under the ESPP. Nonemployee directors are not determinable at this time. However, please refereligible to the description of grants made to our named executive officersparticipate in the last fiscal year described in the "Grants of Plan-Based Awards in Fiscal Year 2009" table. Grants made to our non-employee directors in the last fiscal year are described in the "Director Compensation" section. The closing price of our common stock, as reported on the Pink Sheets on March 26, 2010, was $0.349 per share.

EQUITY COMPENSATION PLAN INFORMATION

Equity Compensation Plan Information TableESPP.

        The following table provides information as of September 30, 2009 concerning securities authorized for issuance under equity compensation plansaffirmative vote of the Company.

Vote Required

        If a quorum is present, the approval of the 2010 Incentive Plan will require a majority of the shares votingrepresented in person or by proxy at the Annual Meeting. See "Information Concerning SolicitationMeeting and Voting—Quorum; Abstentions; Broker Non-Votes."entitled to vote on the resolution is required for approval of the ESPP. The Board has unanimously approved the ESPP and believes it to be in the best interests of the Company and the stockholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR"
APPROVAL OFFOR THE VITESSE SEMICONDUCTOR CORPORATION 2010 INCENTIVE2011 EMPLOYEE STOCK PURCHASE PLAN.

PROPOSAL THREE

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

        The Audit Committee of the Board has selected BDO Seidman,USA, LLP, an independent registered public accounting firm, to audit our financial statements for the fiscal year ending September 30, 2010,2011, and recommends that stockholders vote for ratification of such appointment. BDO Seidman,USA, LLP has audited our financial statements since the fiscal year ended September 30, 2008. Although ratification by stockholders is not required by law, the Audit Committee has determined that it is desirable to request ratification of this selection by the stockholders as a matter of good corporate practice. Notwithstanding its selection, the Audit Committee, in its discretion, may appoint a new independent registered public accounting firm at any time during the year if the Audit Committee believes that such a change would be in the best interest of Vitesse and its stockholders. If the stockholders do not ratify the appointment of BDO Seidman,USA, LLP, the Audit Committee may reconsider its selection. The Audit Committee selected BDO Seidman,USA, LLP to audit our financial statements for the fiscal year ended September 30, 2009.2010.

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

Principal AccountingAccountant Fees and Services

        The following table shows the approximate fees billed to us, for fiscal years 2010 and 2009, by BDO Seidman,USA, LLP, our independent registered public accounting firm:

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.engagements. 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 our annual report on Form 10-K for the fiscal year ended September 30, 2009.

Tax Fees

        This category consists of professional services rendered primarily in connection with computationour debt restructuring activities. These professional services continued through consummation of the debt

restructuring on October 30, 2009, as discussed in our tax provision as well as tax compliance activities, includingannual report on Form 10-K for the preparation of tax returns in certain overseas jurisdictions and technical tax advice related to the preparation of tax returns.year ended September 30, 2009.

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 20092010 and 2008.2009.

Vote Required

        If a quorum is present, the approval of the ratification of the appointment of BDO Seidman,USA, LLP as our independent registered public accounting firm for the fiscal year ending September 30, 20102011 will require the affirmative vote of a majority of the shares votingrepresented in person or by proxy at the Annual Meeting.Meeting and entitled to vote on the resolution. See "Information Concerning Solicitation and Voting—Quorum; Abstentions; Broker Non-Votes."

THE AUDIT COMMITTEEBOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE APPOINTMENT OF BDO SEIDMAN,USA, LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING SEPTEMBER 30, 2010.2011.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 404,841,80223,986,531 shares of common stock outstanding as of March 26,December 1, 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 listed in this table is: c/o Vitesse Semiconductor Corporation, 741 Calle Plano, Camarillo, California 93012.

Section 16(a) Beneficial Ownership Reporting Compliance

        Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who own beneficially more than 10 percent of a registered class of our equity securities to file reports of ownership and changes in ownership within specified periods with the SEC. To our knowledge, based solely on our review of the copies of Section 16(a) forms required to be furnished to us with respect to fiscal year 20092010 and any written representations that no other reports were required, we believe that our executive officers, directors, and greater than 10% stockholders complied with the Section 16(a) reporting requirements for reports required to be filed forduring fiscal year 2009 were met.2010.

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 Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this proxy statement with management. Based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and the fiscal year 2010 annual report on Form 10-K.

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

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

Compensation Committee Interlocks and Insider Participation

        The Compensation Committee currently consists of G. Grant Lyon, Chairperson, Edward Rogas, Jr. and G. William LaRosa. Former directors Guy W. Adams, Vincent Chan, Robert A. Lundy, and Willow B. Shire served as members of the Compensation Committee during fiscal year 2010 or until their resignation on October 30, 2009. No director who served on the Compensation Committee of our Board during fiscal year 2010 currently is, or during fiscal year 2010, 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 2010 was, employed by a company whose Board of Directors includes or included any members of our management.

EXECUTIVE OFFICERS AND EXECUTIVE COMPENSATION

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 "Nominees."

        Richard C. Yonker, age 62,63, was appointed our Chief Financial Officer onin December 14, 2006. Prior to joining Vitesse, Mr. Yonker wasserved as 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 WiFiWi-Fi 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 onin November 16, 2007. Prior to joining Vitesse, Dr. Nuss was most recentlyserved as Vice President and Chief Technology Officer of Ciena'sthe Optical Ethernet group.group of Ciena provides leadingCorporation, a network infrastructure solutions and intelligent software. Prior to Ciena's acquisition of the companysoftware provider. Dr. Nuss founded Internet Photonics in 2004, he was founder2000, and served as its Chief Technology Officer of Internet Photonics since 2000. Heuntil the company was acquired by Ciena in 2004. Dr. Nuss also served 15 years at Bell Labs in various technical and management roles including Director of the Optical Data Networks Research Department. He is a Fellow of the Optical Society of America and a member of IEEE. Dr. Nuss holds a doctorate in applied physics from the Technical University in Munich, Germany.

Steve Perna, age 52, was appointed our Vice President of Product Marketing in August 2010. Prior to joining Vitesse, Mr. Perna held the position of President and Chief Executive Officer at Wiquest Communications, a wireless networking start-up, from 2007 to 2009. From 1995 to 2007 Mr. Perna held various vice president and executive-level roles at PMC-Sierra. Prior to PMC-Sierra, he spent 15 years as the Director of Marketing and Management at Texas Instruments in Dallas. Mr. Perna earned a BS degree in chemical engineering from the University of Notre Dame in 1980. He also earned an MBA degree in marketing management and an MS degree in corporate finance from the University of Dallas, as well as an MS degree in biomedical/electrical engineering from the University of Texas.

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 year 2009,2010, 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; Steve Perna, Vice President, Product Marketing; and Michael B. Green, Vice President, General Counsel and Secretary. Mr. Green resigned from the Company effective as February 5, 2010.

        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 bonusbonuses or incentive award payment, generally calculated as a percentage of base salary pursuantawards are designed to an incentive plan or awarded atincentivize and reward contributions that enhance the discretionshort and long term performance of the Compensation Committee;Company; and



•

Equity Compensation—the high-risk, long-termhigher-risk, longer-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 shareholderstockholder 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 shareholderstockholder value, motivates technological innovation, and rewards executive officers who contribute to the Company's long-term success. The Compensation Committee uses all three components of compensation in an effort to create a balanced compensation package that provides adequate incentive for outstanding performance without creating undue incentives for executives to undertake risks that could have material adverse effects on the Company.

Consideration of Competitors' 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 and again in 2010, the Compensation Committee contracted with DolmatConnell, independent compensation consultants, to assess its competitors'conduct a peer group compensation survey. DolmatConnell provides pay data for semiconductor companies, including the majority of our competitors, consisting of 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 year 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 year 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 beyondin addition to industry data,data; including, but not limited to, the committee's subjective

assessment of the criticality of the position, individual performance, and companyCompany 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, base salary, annual cash bonus, and equity compensation, for the named executive officers.

Consideration of Competitors' Compensation

        In fiscal year 2010, Vitesse was positioned, on average, at the market 50th percentile for base salary and actual total cash. The Compensation Committee selected independentCompany's equity compensation consultants, DolmatConnell, to conduct a peer group compensation survey. DolmatConnell provides pay datawas generally positioned between the market 50th and 75th percentiles, in terms of semiconductor companies, including the majority of our competitors.grant date fair value.

        DolmatConnell's October 28, 20082010 study benchmarked Vitesse's executive compensation and long-term incentives against 1916 peer firms:companies. In general, DolmatConnell included firms that have similar products and/or services to ours and that have revenues and market capitalizations that are one-half to two times those of our Company. Due to the relative lack of companies within these desired ranges, we chose to expand our scope to include companies that fall within one-third to three times Vitesse's metrics. We employed a revenue range of $50M to $500M, reflecting the expanded range around Vitesse's most recent four quarters' revenue. Consistent with our previous methodology, the following factors were used to redefine our peer group:

•

Status as a public, US-based and non-subsidiary firm;



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Revenue between $50M and $500M;



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Market capitalization between $30M and $300M; and



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Product and industry similarity. Similar industries are defined as: Communication integrated circuits, networking integrated circuits and design, foundry, & packaging services industries.

        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 usingCompensation benchmarking for the following criteria:

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



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Revenues between $100 million and $400 million;



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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 usedother vice presidents included information published in the compensationpeer group's most recent proxy statements and Radford's Executive Compensation survey is representative of the market for executive talent in which Vitesse competes, although some ofdata. Although these firms may not be in direct competition with Vitesse. The list also differs fromVitesse, DolmattConnell believes that this peer group is representative of the previous Radford Executive Survey, as methodology and criteria were altered to reflect company size andCompany's market capitalization.for executive talent.

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 ofin consultation with 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.

        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 20092010 Compensation Practices

Base Salary

        During fiscal year 2009, pursuant to an interim and temporary plan designed to protect our immediate operating performance and cash position, the Compensation Committee reduced the base salaries of our named executive officers and 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. The Compensation Committee continued the reduced base salaries for the named executive officers during fiscal year 2010.

        On October 1, 2010, the Compensation Committee increased the base salaries of the named executives back to their levels prior to the fiscal year 2009 reductions in recognition of improvements to our operating performance and cash position. Wages for all other employees impacted by the temporary reduction were likewise returned to prior levels and furloughs were discontinued. The Company has not re-instituted 401(k) plan matching contributions for its named officers or other employees.

Annual Cash Bonus

        The Compensation Committee determined bonuses for executives for the fiscal year 2010 based on 1) the Company's attainment of specific financial performance objectives for the 2010 fiscal year and 2)each executive's personal performance.

        The bonus payment to the executive's achievement of personal goals, includingChief Executive Officer for fiscal year 2010 was determined at the successful restructuringdiscretion of the Compensation Committee after assessing the Company's debtfinancial performance and reviewing Mr. Gardner's achievement in four areas, which are described in the table below, along with the portion of Mr. Gardner's potential bonus payment that related to each performance metric and the Committee's determination to what extent each metric was achieved.

        Mr. Gardner had the potential to earn a bonus payment of up to 150% of his annual base salary as reflected in the Summary Compensation Table. Based on the Committee's subjective evaluation of Mr. Gardner's performance relative to the performance metrics described above, the Compensation Committee determined Mr. Gardner's bonus payment to be 55% of his base salary for fiscal year 2009.2010.

        For namedNamed executive officers other than Mr. Gardner participate in the Company's Fiscal Year 2010 Executive Bonus Plan, under which their bonus amount ispayments are based partially on the Company achieving a minimum Adjusted EBITDA.EBITDA and partially on achievement of personal goals, according to the following formula:

        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 itstable below shows the fiscal year 2010 Adjusted EBITDA goals and minimum, target and maximum bonus payments for fiscal year 2009 and thus this element was rated with zero weight for these officers in 2009.each level of Adjusted EBITDA assuming achievement of all personal performance goals (expressed as a percentage of annual base salary).

        The Company requested, andachieved less than the SEC granted, confidential treatmenttarget of $12.2 million in Adjusted EBITDA. As a result, the target bonus for Mr. Yonker was 25% times the percent of personal goals achieved. The target bonus for Dr. Nuss was 15% times the percentage of personal goals achieved.

        The personal goals for each of the EBITDA goals inother named executive officers under the Company's 2009Fiscal Year 2010 Executive Bonus Plan based on potential competitive injury toare established by Mr. Gardner and approved by 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 inCompensation Committee. Following fiscal year 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.end 2010, Mr. Gardner made a subjective assessmentdetermination regarding the extent to which such goals have been met for each of the other named executive officers' performance, including his view ofofficers.

        The bonus payment to 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 towardsYonker for fiscal year 2010 was determined after assessing the Company's financial performance measures such as gross margin and cash. Based on this assessment,reviewing Mr. Yonker's achievement in four areas, which are described in the named executive officers earned 55%table below, along with the portion of Mr. Yonker's potential bonus payment that

related to 70% ofeach performance metric and the personal goals component of their incentive compensation.CEO's determination to what extent each metric was achieved.

        Because the Compensation Committee considered the debt restructuring as an important Company objective, the Compensation Committee also included in this year'sThe bonus program a componentpayment to reward the named executive officersDr. Nuss for the extra time and effort required during fiscal year 20092010 was determined after assessing the Company's financial performance and reviewing Dr. Nuss's achievement in negotiating and supportingfour areas, which are described in the debt restructuring that was successfully completed on October 30, 2009. Such component was awarded based ontable below, along with the named executive officer's contribution to such successful debt restructuring. Because Mr. Yonker and Mr. Green contributed a substantial portion of Dr. Nuss's potential bonus payment that related to each performance metric and the effort onCEO's determination to what extent each metric was achieved.

        Per the debt restructuring, they earnedEmployment Agreement between Mr. Perna and our Company, he was not eligible to participate in or receive a bonus under the larger portion of this component resulting in a 25% incremental incentive payment based on this goal. Dr Nuss, who had a less substantial roleFiscal Year 2010 Executive Bonus Plan, but instead received the compensation set forth in the debt restructuring, received an incremental 8.3% incentive payment.Employment Agreement, which is described in the narrative following the Summary Compensation Table and Grants of Plan-Based Awards Table below.

        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 Officerpayments 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.

        In prior years, bonus payments were made in two equal installments, one before2010 are paid by 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 secondfirst quarter of fiscal year 20102011, or as soon as practicable after determination and certification of the actual financial performance levels for the year and grant of approval by the Compensation Committee in a duly held meeting, but, in no event, later than March 15, 2011.

Equity Compensation

        On February 25, 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.officers and other employees. Such grants were weighted in such a way to achieve short termshort-term retention by granting restricted stock awards and with a focus towards long termlong-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 market data provided by DolmatConnell and each officer's total percent of stock ownership. The grants were considered by DolmatConnell to be within an acceptable run rate for our peer group (median of 4.3% and the low- to mid-end75^th percentile of ranges5.8%) given Vitesse's lack of equity grants based on peer group market data.

compensation awards between 2006 and 2008. The Compensation Committee determined that these grants shouldthe RSUs would have a three rather thanyear vesting while the stock options would have a 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 unitsRSUs be converted to shares of common stock until the shares of the Company were listed on a national securities 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 year 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 agreement terminated by its terms on January 27, 2010. On February 12, 2010 the Company entered into a new Employment Agreement with Mr. Gardner (see "Employment Agreements" below for a discussion of its terms).

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 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

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.

Fiscal Year 2009 Summary Compensation Table for Fiscal Year 2010

        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, 2010, 2009 2008 and 2007:2008:

Grants of Plan-Based Awards in Fiscal Year 20092010

        The following table sets forth information relating to plan-based awards granted to our named executive officers in fiscal year 2009:2010: