Exhibit 4.3


 


VITESSE SEMICONDUCTOR CORPORATION


Fiscal Year 2008 Executive Bonus Plan


 


1.                                      PURPOSE OF PLAN


 


The
purpose of this Vitesse Semiconductor Corporation Fiscal Year 2008 Executive
Bonus Plan (this “Plan”) is to
provide members of the executive staff of Vitesse Semiconductor Corporation, a
Delaware corporation, (the “Corporation”)
with the opportunity to earn incentive bonuses based on (a) the
Corporation’s attainment of specific financial performance objectives for the
2008 Fiscal Year (as defined below) and (b) the executive’s achievement of
designated personal goals during the 2008 Fiscal Year.


 


2.                                      DEFINITIONS


 


2.1                               “Adjusted EBITDA” means net income before interest,
expenses for taxes, depreciation, amortization, deferred stock compensation and
non-recurring professional fees.  The
Administrator may, from time to time, make other exceptions to the definition
as it deems appropriate with respect to unusual or non-recurring events such as
balance sheet adjustments, mergers, acquisitions, and divestitures.


 


2.2                               “Administrator” means the Compensation Committee of the
Board of Directors of the Corporation.


 


2.3                               “Base Salary” means a Participant’s Base Salary paid
(or deferred) in the 2008 Fiscal Year. 
Base Salary does not include bonuses or any form of compensation other
than salary.


 


2.4                               “Bonus” means the sum of a Participant’s EBITDA
Bonus, if any, and his or her Goals Bonus, if any.


 


2.5                               “EBITDA Bonus” means the portion of a Participant’s
Bonus, if any, that is based on the Corporation’s level of Adjusted EBITDA for
the 2008 Fiscal Year.


 


2.6                               “EBITDA Factor” means the percentage determined pursuant
to Section 5.2.1 of this Plan, based on the level of the Corporation’s
Adjusted EBITDA.


 


2.7                               “Eligible Person” is (a) any “officer” as that term
is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934
(except the President/Chief Executive Officer) or (b) any vice-president
or director level employee who is a member of the Corporation’s executive
staff.


 


2.8                               “Goals” means the individual personal performance
goals established by the Corporation’s Chief Executive Officer for each
Participant for the 2008 Fiscal Year.


 


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2.9                               “Goals Bonus” means the portion of a Participant’s
Bonus, if any, that is based on both the Participant’s achievement of his or
her Personal Goals and the Corporation’s level of Adjusted EBITDA for the 2008
Fiscal Year.


 


2.10                        “Participant” means an Eligible Person who has been
designated by the Administrator as eligible to earn a Bonus for the 2008 Fiscal
Year.


 


2.11                        “2008 Fiscal Year” means the fiscal year of the Corporation
that began on October 1, 2007 and will end on September 30, 2008.


 


2.12                        “2009 Fiscal Year means the fiscal year of the Corporation
that will begin on October 1, 2008 and will end on September 30,
2009.


 


3.                                    PLAN ADMINISTRATION


 


3.1                               Administration. 
This Plan shall be administered by and all awards under this Plan shall
be authorized by the Administrator.


 


3.2                               Powers of the Administrator. 
Subject to the express provisions of this Plan, the Administrator is
authorized and empowered to do all things necessary or desirable in connection
with the authorization of awards and the administration of this Plan,
including, without limitation, the authority to:


 


(a)                                  determine the Eligible Persons and, from
among the Eligible Persons, designate those who are Participants;


 


(b)                                 approve the Goals established by the
Corporation’s Chief Executive Officer for each Participant;


 


(c)                                  determine and approve the amount of the
actual Bonus for each Participant; and


 


(d)                                 construe and interpret this Plan and any
agreements defining the rights and obligations of the Corporation and
Participants under this Plan, further define the terms used in this Plan, and
prescribe, amend and rescind rules and regulations relating to the
administration of this Plan or the Bonus payments under this Plan.


 


3.3                               Binding Determinations. 
Any action taken by, or inaction of, the Corporation, the Corporation’s
Chief Executive Officer, or the Administrator relating or pursuant to this Plan
and within its or his authority hereunder or under applicable law shall be
within the absolute discretion of that entity, person or body and shall be
conclusive and binding upon all persons. 
Neither the Corporation’s Chief Executive Officer, the Administrator,
nor any person acting at the direction thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in
connection with this Plan (or any award made under this Plan), and all such
persons shall be entitled to indemnification and reimbursement by the
Corporation in respect of any claim, loss, damage or 


 


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expense
(including, without limitation, attorneys’ fees) arising or resulting therefrom
to the fullest extent permitted by law and/or under any directors and officers
liability insurance coverage that may be in effect from time to time.


 


3.4                               Reliance on Experts. 
In making any determination or in taking or not taking any action under
this Plan, the Administrator may obtain and may rely upon the advice of
experts, including employees and professional advisors to the Corporation.  No director, officer or agent of the
Corporation shall be liable for any such action or determination taken or made
or omitted in good faith.


 


3.5                               Delegation. 
The Administrator may delegate ministerial, non-discretionary functions
to individuals who are officers or employees of the Corporation or to third
parties.


 


4.                                    ELIGIBILITY


 


The
Administrator may grant Bonus opportunities under this Plan only to those
persons that the Administrator determines to be Eligible Persons.  The Administrator shall notify each
Participant of his or her eligibility to earn a Bonus under this Plan by the
later of February 15, 2008 or the 45th day following the date that the Participant
becomes an Eligible Person.  Such notice
shall be in writing and shall include a description of the Participant’s Goals.


 


5.                                    BONUS CALCULATIONS


 


5.1                               Goals


 


5.1.1                     Establishment. 
The Corporation’s Chief Executive Officer shall establish Goals for each
Participant by the later of February 15, 2008 or the 45th day following
the date the Participant becomes an Eligible Person.


 


5.1.2                     Adjustment. To preserve the intended incentives and
benefits of a Goal Bonus opportunity, the Chief Executive Officer may (i) adjust
the Goals to reflect any material change in corporate capitalization, any
material corporate transaction (such as a reorganization, combination,
separation, merger, acquisition or any combination of the foregoing), or any
complete or partial liquidation of the Corporation or (ii) make other
appropriate adjustments to the Goals.


 


5.1.3                     Determination of Achievement of
Goals.  The Corporation’s Chief Executive Officer
shall, in his or her sole discretion, determine the extent to which each
Participant has attained the Goals established for such Participant for the
2008 Fiscal Year, which shall be expressed as a whole percentage from 0% to
100%.  The Chief Executive Officer shall
make that determination within 90 days following the end of the 2008 Fiscal
Year and notify the Administrator and the Participant of that determination as
soon thereafter as practicable.


 


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5.2                               EBITDA Bonus


 


5.2.1                     EBITDA Factor. 
As soon as practicable following the end of the 2008 Fiscal Year, the
Administrator shall determine the Corporation’s Adjusted EBITDA for the 2008
Fiscal Year and notify the Participants of that determination.  The EBITDA Factor shall be the percentage set
forth in Table I of Exhibit A for the highest level of Adjusted
EBITDA achieved by the Corporation, up to a maximum EBITDA Factor of 20%.  The EBITDA Factor shall not be adjusted for
levels of Adjusted EBITDA between the levels set forth in Table I.


 


5.2.2                     Determination of EBITDA Bonus. 
Each Participant’s EBITDA Bonus, if any, shall be an amount equal to the
EBITDA Factor multiplied by his or her Base Salary; provided, however, that
such EBITDA Bonus shall be pro rated for any Participant who is first employed
by the Corporation after October 1, 2007, to reflect the portion of the
2008 Fiscal Year during which he or she was a Participant.


 


5.3                               Goal Bonus.


 


Each Participant’s Goals Bonus, if any, shall be an
amount equal to (a) times (b) times (c), where (a) equals the
Participant’s Base Salary, (b) equals two (2) times the EBITDA Factor
and (c) equals the percentage of the Participants achievement of his or
her Goals; provided, however, that such Goal Bonus shall be pro rated for any
Participant who is first employed by the Corporation after October 1,
2007, to reflect the portion of the 2008 Fiscal Year during which he or she was
a Participant.


 


6.                                    VESTING


 


6.1                               Vesting. 
A Participant’s right to receive a Bonus under this Plan shall vest on September 30,
2008, subject to the employment and performance requirements set forth in this Section 6
(and subject to the levels of (a) the Participant’s achievement of Goals
and (b) the Company’s Adjusted EBITDA).


 


6.2                               Continued Employment Required. 
A Participant must continue to be employed by the Corporation without
performance deficiencies (as described in Section 6.5) until September 30,
2008 as a condition to vesting in the right to receive a Bonus payment under
this Plan.  Employment for only a portion
of the vesting period, even if a substantial portion, will not entitle the
Eligible Person to any proportionate vesting. 
An approved leave of absence by a Participant, either at the time of the
vesting date, or at any time during the vesting period, will not prevent
vesting of payments under the Plan.


 


6.3                               Effect of Termination Prior to
Vesting.  If a Participant’s employment with the
Corporation terminates for any reason before September 30, 2008, his or
her participation in the Plan will terminate immediately and he or she shall
not be eligible for a Bonus.


 


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6.4                               Events Not Deemed Terminations of
Service.  Unless the express policy of the Corporation
or the Administrator otherwise provides, the employment relationship shall not
be considered terminated in the case of (a) sick leave, (b) military
leave, or (c) any other leave of absence authorized by the Corporation or
the Administrator; provided that, unless reemployment upon the expiration of
such leave is guaranteed by contract or law or the Administrator otherwise
provides, such leave is for a period of not more than three months.


 


6.5                               Effect of Performance
Deficiencies.  A Participant’s right to receive a Bonus will
not become vested if, (a) at the close of the 2008 Fiscal Year, the
Participant is on a Performance Improvement Plan, or (b) during the 2008
Fiscal Year, the Participant is otherwise notified that his or her job
performance is deficient and he or she has failed to correct the deficiencies
by the end of the 2008 Fiscal Year.


 


7.                                    TIME OF BONUS PAYMENTS.


 


Each Participant’s Bonus, if any, shall be paid in two
equal installments.  The first
installment shall be paid on or before the end of the second calendar quarter
of the 2009 Fiscal Year, and the second installment shall be paid on or after
the end of the fourth calendar quarter of the 2009 Fiscal Year.


 


8.                                    OTHER PROVISIONS


 


8.1                               Compliance with Laws. 
This Plan, the granting and vesting of awards under this Plan, and the
payment of money under this Plan are subject to compliance with all applicable
federal and state laws, rules and regulations (including but not limited
to state and federal securities law) and to such approvals by any listing,
regulatory or governmental authority as may, in the opinion of counsel for the
Corporation, be necessary or advisable in connection therewith.


 


8.2                               No Rights to Awards. 
No person shall have any claim or rights to be granted awards (or
additional awards, as the case may be) under this Plan, subject to any express
contractual rights (set forth in a document other than this Plan) to the
contrary.


 


8.3                               No Employment/Service Contract. 
Nothing contained in this Plan (or in any other documents under this
Plan) shall confer upon any Eligible Person or Participant any right to
continue in the employ or other service of the Corporation, constitute any
contract or agreement of employment or other service or affect an employee’s
status as an employee at will, nor shall interfere in any way with the right of
the Corporation to change a person’s compensation or other benefits, or to
terminate his or her employment or other service, with or without cause.  Nothing in this Section 8.3, however, is
intended to adversely affect any express independent right of such person under
a separate employment or service contract.


 


8.4                               Plan Not Funded. 
Awards payable under this Plan shall be payable from the general assets
of the Corporation and no special or separate reserve, fund or deposit shall be
made to assure payment of such awards. 
No Participant, 


 


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beneficiary or
other person shall have any right, title or interest in any fund or in any
specific asset of the Corporation by reason of any award hereunder.  Neither the provisions of this Plan (or of
any related documents), nor the creation or adoption of this Plan, nor any
action taken pursuant to the provisions of this Plan shall create, or be
construed to create, a trust of any kind or a fiduciary relationship between
the Corporation and any Participant, beneficiary or other person.  To the extent that a Participant, beneficiary
or other person acquires a right to receive payment pursuant to any award
hereunder, such right shall be no greater than the right of any unsecured
general creditor of the Corporation.


 


8.5                               Tax Withholding. 
Upon any payment of any award, the Corporation shall deduct from any
amount otherwise payable in cash to the Participant (or the Participant’s
personal representative or beneficiary, as the case may be) the minimum amount
of any taxes which the Corporation may be required to withhold with respect to
such cash payment.


 


8.6                               Effective Date, Term, Amendments.


 


8.6.1       Effective Date and Term. 
This Plan is effective as of January 24, 2008, the date of its
approval by the Compensation Committee of the Board of Director of the
Corporation (the “Effective Date”) and shall be effective for the 2008 Fiscal
Year.  The Plan shall automatically
terminate upon the payment of the Bonuses due hereunder or, if no Bonuses are
payable hereunder, as of September 30, 2008.


 


8.6.2       Board Authorization. 
The Administrator may, at any time, amend this Plan; provided that no
amendment shall adversely affect any Participant’s opportunity to earn a Bonus
for the 2008 Fiscal Year.


 


8.7                               Governing Law; Construction;
Severability.


 


8.7.1       Choice of Law. 
This Plan and all other related documents shall be governed by, and
construed in accordance with the laws of the State of Delaware.


 


8.7.2       Severability. 
If a court of competent jurisdiction holds any provision invalid and
unenforceable, the remaining provisions of this Plan shall continue in effect.


 


8.8                               Captions. 
Captions and headings are given to the sections and subsections of this
Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of this Plan or any
provision thereof.


 


8.9                               Non-Exclusivity of Plan. Nothing in this Plan shall limit or be
deemed to limit the authority of the Board or the Administrator to grant any
award or authorize any other compensation, under any other plan or
authority.  Awards under this Plan may be
made in addition to, in combination with, as alternatives to or in 


 


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payment of grants,
awards or commitments under any other plans or arrangements of the Corporation.


 


8.10                        No Corporate Action Restriction. 
The existence of this Plan shall not limit, affect or restrict in any
way the right or power of the Board or the stockholders of the Corporation to
make or authorize (a) any adjustment, recapitalization, reorganization or
other change in the capital structure or business of the Corporation, (b) any
merger, amalgamation, consolidation or change in the ownership of the Corporation,
(c) any issue of bonds, debentures, capital, preferred or prior preference
stock ahead of or affecting the capital stock (or the rights thereof) of the
Corporation, (d) any dissolution or liquidation of the Corporation, (e) any
sale or transfer of all or any part of the assets or business of the
Corporation, or (f) any other corporate act or proceeding by the
Corporation.  No Participant, beneficiary
or any other person shall have any claim under any grant of a Bonus opportunity
against any member of the Board or the Administrator, or the Corporation or any
employees, officers or agents of the Corporation, as a result of any such
action.


 


INWITNESS WHEREOF, this Plan is executed by its duly
authorized officer as of January 24, 2008.


 


	
   

  	
  VITESSE
  SEMICONDUCTOR CORPORATION

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Christopher Gardner

  
	
   

  	
   

  
	
   

  	
  Name

  	
  Christopher
  Gardner

  
	
   

  	
   

  
	
   

  	
  Title

  	
  Chief
  Executive Officer

  
					



 


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EXHIBIT A


 


Table 1: 
Bonus Calculations based on EBITDA and Assuming All Goals Are Achieved
(as Percent of Base Salary)


 


	
  Adjusted EBITDA

  (M$)

  	
   

  	
  EBITDA Factor

  	
   

  	
  Goals Bonus with 100%

  of Goals Achieved

  	
   

  	
  Total Bonus with 100% of

  Goals Achieved

  	
   

  
	
  *

  	
   

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  	
  0.0

  	
  %

  
	
  *

  	
   

  	
  2.0

  	
  %

  	
  4.0

  	
  %

  	
  6.0

  	
  %

  
	
  *

  	
   

  	
  5.0

  	
  %

  	
  10.0

  	
  %

  	
  15.0

  	
  %

  
	
  *

  	
   

  	
  7.5

  	
  %

  	
  15.0

  	
  %

  	
  22.5

  	
  %

  
	
  *

  	
   

  	
  10.0

  	
  %

  	
  20.0

  	
  %

  	
  30.0

  	
  %

  
	
  *

  	
   

  	
  12.5

  	
  %

  	
  25.0

  	
  %

  	
  37.5

  	
  %

  
	
  *

  	
   

  	
  15.0

  	
  %

  	
  30.0

  	
  %

  	
  45.0

  	
  %

  
	
  *

  	
   

  	
  17.5

  	
  %

  	
  35.0

  	
  %

  	
  52.5

  	
  %

  
	
  *

  	
   

  	
  20.0

  	
  %

  	
  40.0

  	
  %

  	
  60.0

  	
  %

  



 






*
Indicates that certain information contained herein has been omitted and filed
separately with the Securities and Exchange Commission.  Confidential treatment has been request with
respect to the omitted portions.


 


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