Exhibit 10.2  AUTOMATIC EQUITY GRANT PROGRAM 
FOR ELIGIBLE DIRECTORS UNDER THE 
VITESSE SEMICONDUCTOR CORPORATION
2010 INCENTIVE PLAN  The
following provisions set forth the terms of the Automatic Equity Grant Program
(the Program) for eligible directors of
Vitesse Semiconductor Corporation (the Company) under
the Companys 2010 Incentive Plan (the Plan).  In the event of any inconsistency between the
terms contained herein and in the Plan, the Plan shall govern.  All capitalized terms that are not defined
herein have the meanings set forth in the Plan.  SECTION 1.  ELIGIBILITY  Each
member of the Board of Directors of the Company elected or appointed to the
Board who is not otherwise an employee or officer of the Company or any Related
Company (an Eligible Director) shall be
eligible to receive Awards as set forth in the Program, subject to the terms of
the Program.  SECTION 2.  EQUITY GRANTS  2.1Types and Timing of Grants  (a)Initial
Grants.  Upon an Eligible Directors
initial election or appointment to the Board as an Eligible Director, he or she
shall automatically receive a Restricted Stock Unit Award for a number of
shares of Common Stock determined by dividing $100,000 by the Fair Market Value
of a share of the Common Stock on the Grant Date (the Initial
Grant); provided, however, that a director who is also an employee
of the Company or a Related Company but who subsequently ceases such employment
status but remains a director shall not be eligible for an Initial Grant.  (b)Annual Grants  (i)On the second Monday in January each
year, each Eligible Director shall automatically a Restricted Stock Unit Award
for a number of shares of Common Stock determined by dividing $55,000 by the
Fair Market Value of a share of the Common Stock on the Grant Date (the Annual Grant); provided, however, that an Eligible Director
who has not served as an Eligible Director continuously from the date of the
previous years Annual Grant shall receive a prorated Award as set forth in (ii) below.  (ii)Any individual who initially
becomes an Eligible Director after the date of the previous years Annual Grant
shall automatically be granted a pro-rated Annual Grant to purchase that number
of shares of Common Stock obtained by multiplying $55,000 by a fraction, the numerator
of which is the difference obtained by subtracting from twelve the number of
whole calendar months that elapse from the date such person first becomes an


Eligible
Director through the date of the first Annual Grant immediately following the date
he or she first becomes an Eligible Director and the denominator of which is
twelve.  2.2Vesting  (a)Initial
Grants.Each
Initial Grant shall each vest and become payable with respect to 1/3 of the
Restricted Stock Units on each of the first three anniversaries of the Grant
Date, subject to the Participant providing continuous service as a member of
the Board of Directors through each applicable vesting date.  (b)Annual
Grants.  Each Annual Grant shall vest
and become payable with respect to 100% of the Restricted Stock Units on the
first anniversary of the Grant Date, subject to the Participant providing
continuous service as a member of the Board of Directors through that date.  SECTION 3.  AMENDMENT, SUSPENSION OR TERMINATION  The
Board may amend, suspend or terminate the Program or any portion of it at any
time and in such respects as it deems advisable.  Except as provided in the Plan, any such
amendment, suspension or termination shall not, without the consent of the
Participant, impair or diminish any rights of a Participant under an
outstanding Award.  SECTION 4.  EFFECTIVE DATE  The
Program shall become effective on the Effective Date of the Plan.  Provisions
of the Plan (including any amendments) that are not discussed above, to the
extent applicable to Eligible Directors, shall continue to govern the terms and
conditions of Awards granted to Eligible Directors.  2