Exhibit 10.6


 


Form of


Voting and Lock-Up Agreement


Vitesse Semiconductor Corporation


Debt Conversion


 


October 16, 2009


 


Vitesse
Semiconductor Corporation


741
Calle Plano


Camarillo,
CA  93012


Attention:
General Counsel and Chief Financial Officer


 


Ladies
and Gentlemen:


 


This Voting and Lock-up Agreement (this “Agreement”) is being delivered to you in
connection with the Debt Conversion Agreement dated as of the date hereof (the “Conversion Agreement”) between Vitesse Semiconductor
Corporation (the “Company”) and
the holders of the Company’s 1.50% Convertible Subordinated Debentures due 2024
(the “Notes”) signatory thereto (each, a “Noteholder”), pursuant to which each Noteholder has agreed
to exchange its Notes and the Company shall issue to each Noteholder, as
applicable, a combination of cash, shares of the Company’s common stock, par
value $0.01 (the “Common Stock”)
and the Company’s 8% Convertible Second Lien Debentures due 2014 (the “New Notes”) and, to certain of the Noteholders, shares of
the Company’s Series B Participating Non-Cumulative Convertible Preferred
Stock (the “Preferred Shares” and together
with the Common Stock and New Notes issued pursuant to the Conversion
Agreement, the “New Securities”).


 


The undersigned agrees that, for a period (the “Lock-Up Period”) beginning on the date hereof and ending on
the earlier of (i) the record date (the “Record Date”)
(inclusive) as identified in a notice of special meeting of the stockholders to
be provided to the Company’s stockholders in connection with a proposed
amendment to the Company’s certificate of incorporation to increase the number
of authorized shares of Common Stock (the “Amendment”), (ii) the
date that is three weeks from the issuance of the New Securities or (iii) November 15,
2009, the undersigned will not, subject to the terms hereof, sell or transfer
any shares of Common Stock issued to the undersigned pursuant to the Conversion
Agreement (including any shares of Common Stock issued upon conversion of the
New Notes or Preferred Shares) (the “Locked-Up Securities”).
Notwithstanding the above, the undersigned may sell or transfer all or a
portion of the Locked-Up Securities if the transferee of such Locked-Up
Securities executes a Voting and Lock-Up Agreement with respect to such
Locked-Up Securities substantially in the form hereof..  For the avoidance of doubt, this Agreement
shall not restrict or limit in any way the pledge, sale of option or contract
to purchase or sell, loan, or swap, of the Locked-Up Securities.


 

















 


The undersigned further agrees, to the extent the
undersigned beneficially owns, and is entitled to vote or cause to be voted,
the Locked-up Securities, to vote, or cause to be voted, the Locked-Up
Securities, in whatever manner as shall be necessary to ensure, that at each special
meeting of the Company’s stockholders at which there is a vote to consider the
proposed Amendment, the undersigned will vote to approve such Amendment.


 


The undersigned hereby constitutes and appoints the
Chief Executive Officer and the Chief Financial Officer of the Company, and
each of them, with full power of substitution, as the proxies of the parties,
solely with respect to the matters set forth herein the approval of the
Amendment, and hereby authorizes each of them to represent and to vote the Locked-up
Securities solely with respect to the Amendment, and with respect to no other
matter (and reserves the right to vote or cause the Locked-Up Securities to be
voted on any other matter), if and only if the undersigned (i) fails to
vote or (ii) attempts to vote (whether by proxy, in person or by written
consent), in a manner which is not in favor of the Amendment, all of such party’s
Locked-Up Securities (to the extent the undersigned beneficially owns, and is
entitled to vote or cause to be voted, the Locked-up Securities)  in favor of the approval of the Amendment in
accordance with the terms and provisions of this Agreement.  The proxy granted pursuant to the immediately
preceding sentence is given in consideration of the agreements and covenants of
the Company and the parties in connection with the transactions contemplated by
this Agreement and, as such, is coupled with an interest and shall be
irrevocable unless and until this Agreement terminates or expires pursuant its
terms.  Each party hereto hereby revokes
any and all previous proxies with respect to the shares of Locked-Up
Securities  and shall not hereafter,
unless and until this Agreement terminates or expires, purport to grant any
other proxy or power of attorney with respect the Locked-Up Securities ,
deposit any Locked-Up Securities into a voting trust or enter into any
agreement (other than this Agreement), arrangement or understanding with any
person, directly or indirectly, to vote, grant any proxy or give instructions
with respect to the voting of the Locked-Up Securities , in each case, with
respect to any of the matters set forth herein. 
For the avoidance of doubt, the undersigned may sell any or all
Locked-Up Securities without any restriction after the Lock-Up Period.


 


The undersigned hereby acknowledges and agrees that
the breach of this Agreement by the undersigned would cause irreparable damage
to the Company and that the Company will not have an adequate remedy at law;
therefore, the obligations of the undersigned under this Agreement shall be
enforceable by a decree of specific performance issued by a court of competent
jurisdiction, and appropriate injunctive relief may be applied for and granted
in connection therewith.  Such remedies shall,
however, be cumulative and not exclusive and shall be in addition to any other
remedies which any party may have under this Agreementor otherwise.


 


If for any reason the Conversion Agreement shall be
terminated prior to the Closing Date (as such term is defined in the Conversion
Agreement), this Agreement shall likewise be terminated. Otherwise, this
Agreement shall terminate on the earliest of (i) February 1, 2011 and
(ii) the approval of the Amendment.


 


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The undersigned shall have
no obligation to the Company except as expressly contained herein.  The undersigned is delivering this letter on
the condition the Conversion Agreement is fully executed and effective as of
the date hereof.


 


The undersigned further agrees and consents to the entry
of stop transfer instructions with the Company’s transfer agent and registrar
against the transfer of the undersigned’s shares of Locked-Up Securities except in compliance with the foregoing
restrictions.


 


[Signature page follows]


 


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IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Voting
and Lock-Up Agreement as of the date first above written.


 


	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  [HOLDER]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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