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  Exhibit 4.9    
    


 
 

  VITESSE SEMICONDUCTOR CORPORATION
  Fiscal Year 2009 Executive Bonus Plan    
    


1.     PURPOSE OF PLAN  


        The purpose of this Vitesse Semiconductor Corporation Fiscal Year 2009 Executive Bonus Plan (this "Plan") is to
provide members of the executive staff ("Executive") 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 2009 Fiscal Year (as defined below) and (b) the
executive's achievement of designated personal goals during the 2009 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 2009 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 2009 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 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 2009 Fiscal Year.



	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 2009 Fiscal Year.



	2.10
	"Participant" means an Eligible Person who has been designated by the Administrator as eligible to earn a
Bonus for the 2009 Fiscal Year.



	2.11
	"2009 Fiscal Year" means the fiscal year of the Corporation that began on October 1, 2008 and will
end on September 30, 2009. 



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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 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, 2009 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. 






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	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 2009 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 2009 Fiscal Year and notify the Administrator and the Participant
of that determination as soon thereafter as practicable.


 



	5.2
	EBITDA Bonus   
	5.2.1
	 EBITDA Factor.    As soon as practicable following the end of the 2009 Fiscal Year, the Administrator shall determine
the Corporation's Adjusted EBITDA for the 2009 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 13.3%. 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, 2008, to reflect the portion of the 2009 Fiscal Year during which he or she was a Participant.


 



	5.3
	Goal Bonus.  




        Each
Participant's Goals Bonus, if any, should the minimum Adjusted EBITDA not achieved, shall be an amount equal to (a) times (b) times (c), where (a) equals the
Participant's Base Salary, (b) equals the percentage of Goals Bonus with 100% of Goals Achieved 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, 2008, to reflect the portion of the 2009 Fiscal Year
during which he or she was a Participant. The formula can also be stated as follows: Adjusted EBITDA less than minimum target pays bonus of (Base Pay X 15%) × (% of Goals
Attained). 


        If
the Adjusted EDITDA targets are achieved, Each Participants Goals Bonus, if any, shall be an amount equal to (a) times (b) times (c), where (a) equals a
multiplier of three, (b) equals base pay times 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, 2008, to reflect the portion of the 2009 Fiscal Year during which he or she was a Participant.
The formula can also be stated as follows: Adjusted EBITDA equal to or greater than minimum target pay bonus of 3 X (Base Pay X EBITDA Factor) X (% of Goals Attained). 




6.     VESTING  



	6.1
	Vesting.    A Participant's right to receive a Bonus under this Plan shall vest on
September 30, 2009, subject to the employment and performance requirements set forth in this Section 6 



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(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, 2009 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, 2009, his or her participation in the Plan will terminate immediately and he or she shall not be eligible for a Bonus.



	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 2009 Fiscal Year, the Participant is on a Performance Improvement Plan, or (b) during the 2009 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 2009 Fiscal Year. 




7.     TIME OF BONUS PAYMENTS.  


        Each Participant's Bonus, if any, shall be paid by the end of the first quarter of Fiscal Year 2010, 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, 2010. 


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. 



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	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, 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 16, 2009, the date of its approval by the
Compensation Committee of the Board of Directors of the Corporation (the "Effective Date") and shall be effective for the 2009 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, 2009.



	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 2009 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 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 



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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. 





        IN
WITNESS WHEREOF, this Plan is executed by its duly authorized officer as of January 16, 2009. 



					
	 
	 	 
	 	 

	 
	 	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 Bonus 	 	Goals Bonus with

100% of Goals

Achieved 	 	Total bonus with

100% of Goals

Achieved 	 
	 Min*
	 	 	**	 	 	0.0	%	 	15.0	%	 	15.0	%
	 Target*
	 	 	**	 	 	10.0	%	 	20.0	%	 	30.0	%
	 
	 	 	**	 	 	12.0	%	 	24.0	%	 	36.0	%
	 Max*
	 	 	**	 	 	13.3	%	 	26.7	%	 	40.0	%











	*
	Exceptions
to this plan are noted below:

Mike Logan, Phil Richards, and Rich Yonker: Total Bonus Min = 25%, Target = 40%, Max = 60%.



	**
	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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QuickLinks



Exhibit 4.9


VITESSE SEMICONDUCTOR CORPORATION Fiscal Year 2009 Executive Bonus Plan

EXHIBIT A