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  Exhibit 10.17    
    

 






  



			
	RESTRICTED STOCK UNIT AWARD NOTICE	 	 Vitesse Semiconductor Corporation
	(for U.S. Participants)	 	 ID: 77-0138960




 


 






  



					
	[Name and Address]	 	 Grant Number:	 	 
	 	 	 Plan:	 	 2010 Incentive Plan
	 	 	 ID:	 	 




 

         Vitesse
Semiconductor Corporation (the "Company") has granted you a Restricted Stock Unit Award (the "Award"). The Award is subject to all the terms and conditions set forth in this
Restricted Stock Unit Award Notice (the "Award Notice"), the Restricted Stock Unit Award Agreement and the Company's 2010 Incentive Plan (the "Plan"), which are available on E-Trade and
incorporated into the Award Notice in their entirety. 

 






  



			
	Date of Grant:	 	 
	Number of Restricted Stock Units:	 	 
	Vesting Commencement Date:	 	 
	Vesting Schedule:	 	 The Award shall vest and become payable according to the following schedule:




 

  


 






 



			
	 
	Period of Continuous Employment or

Service With the Company or Related

Companies From the Vesting

Commencement Date
	 	Portion of Award That Is

Vested and Payable

	 
	 	 	 
	
 
	
 
	
 
	
 




 

          Additional Terms/Acknowledgement:    By your online acceptance of this Award, you acknowledge receipt of, and understand and agree to, the
Award Notice,
the Restricted Stock Unit Award Agreement and the Plan. You further acknowledge that as of the Grant Date, the Award Notice, the Restricted Stock Award Agreement and the Plan set forth the entire
understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the subject. 


 VITESSE SEMICONDUCTOR CORPORATION  


        Chief
Financial Officer 


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 VITESSE SEMICONDUCTOR CORPORATION

2010 INCENTIVE PLAN

RESTRICTED STOCK UNIT AWARD AGREEMENT (FOR U.S. PARTICIPANTS)  


        Pursuant to your Restricted Stock Unit Award Notice (the "Award Notice") and this
Restricted Stock Unit Award Agreement (this "Agreement"), Vitesse Semiconductor Corporation (the
"Company") has granted you a Restricted Stock Unit Award (the "Award") under its 2010 Incentive Plan
(the "Plan") for the number of Restricted Stock Units indicated in your Award Notice. Capitalized terms not explicitly defined in this Agreement but
defined in the Plan shall have the same definitions as in the Plan. 


        The
details of the Award are as follows: 


        1.    Vesting    The Award will vest and become payable according to the vesting schedule set forth in the Award
Notice (the "Vesting Schedule"). One share of the Company's Common Stock will be issuable for each Restricted Stock Unit that vests and becomes payable.
Restricted Stock Units that have vested and are no longer subject to forfeiture according to the Vesting Schedule are referred to herein as "Vested
Units." Restricted Stock Units that have not vested and remain subject to forfeiture under the Vesting Schedule are referred to herein as "Unvested
Units." The Unvested Units will vest (and to the extent so vested cease to be Unvested Units remaining subject to forfeiture) and become payable in accordance with the Vesting
Schedule (the Unvested and Vested Units are collectively referred to herein as the "Units"). As soon as practicable after Unvested Units become Vested
Units, the Company will settle the Vested Units by issuing to you one share of the Company's Common Stock for each Vested Unit. The Award will terminate and the Units will be subject to forfeiture
upon your Termination of Service as set forth in Section 2. 



        2.    Termination of Award upon Termination of Service    Unless the Plan Administrator determines otherwise prior to
your Termination of Service, upon your Termination of Service any portion of the Award that has not vested as provided in Section 1 will immediately terminate and all Unvested Units shall
immediately be forfeited without payment of any further consideration to you. 


        3.    Securities Law Compliance    



        3.1   You
represent and warrant that you (a) have been furnished with a copy of the Plan and all information which you deem necessary to evaluate the merits and risks
of receipt of the Award, (b) have had the opportunity to ask questions and receive answers concerning the information received about the Award and the Company, and (c) have been given
the opportunity to obtain any additional information you deem necessary to verify the accuracy of any information obtained concerning the Award and the Company. 


        3.2   You
hereby agree that you will in no event sell or distribute all or any part of the shares of the Company's Common Stock that you receive pursuant to settlement of this
Award (the "Shares") unless (a) there is an effective registration statement under the Securities Act and applicable state securities laws
covering any such transaction involving the Shares or (b) the Company receives an opinion of your legal counsel (concurred in by legal counsel for the Company) stating that such transaction is
exempt from registration or the Company otherwise satisfies itself that such transaction is exempt from registration. You understand that the Company has no obligation to you to maintain any
registration of the Shares with the SEC and has not represented to you that it will so maintain registration of the Shares. 


        3.3   You
confirm that you have been advised, prior to your receipt of the Shares, that neither the offering of the Shares nor any offering materials have been reviewed by any
administrator under the Securities Act or any other applicable securities act (the "Acts") and that the Shares 



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cannot
be resold unless they are registered under the Acts or unless an exemption from such registration is available. 


        3.4   You
hereby agree to indemnify the Company and hold it harmless from and against any loss, claim or liability, including attorneys' fees or legal expenses, incurred by
the Company as a result of any breach by you of, or any inaccuracy in, any representation, warranty or statement made by you in this Agreement or the breach by you of any terms or conditions of this
Agreement. 




        4.    Transfer Restrictions    Units shall not be sold, transferred, assigned, encumbered, pledged or otherwise
disposed of, whether voluntarily or by operation of law. 


        5.    No Rights as Stockholder    You shall not have voting or other rights as a stockholder of the Common Stock with
respect to the Units. 


        8.    Independent Tax Advice    You acknowledge that determining the actual tax consequences to you of receiving or
disposing of the Units and Shares may be complicated. These tax consequences will depend, in part, on your specific situation and may also depend on the resolution of currently uncertain tax law and
other variables not within the control of the Company. You are aware that you should consult a competent and independent tax advisor for a full understanding of the specific tax consequences to you of
receiving the Units and receiving or disposing of the Shares. Prior to executing this Agreement, you either have consulted with a competent tax advisor independent of the Company to obtain tax advice
concerning the receipt of the Units and the receipt or disposition of the Shares in light of your specific situation or you have had the opportunity to consult with such a tax advisor but chose not to
do so. 


        9.    Withholding    You are ultimately responsible for all taxes owned in connection with this Award (e.g., at
vesting and/or upon receipt of the Shares), including any domestic or foreign tax withholding obligation required by law, whether national, federal, state or local, including FICA or any other social
tax obligation (the "Tax Withholding Obligation"), regardless of any action the Company or any Related Company takes with respect to any such Tax
Withholding Obligation that arises in connection with this Award. As a condition to the issuance of Shares pursuant to this Award, you agree to make arrangements satisfactory to the Company for the
payment of the Tax Withholding Obligation that arises upon receipt of the Shares or otherwise. The Company may refuse to issue any Shares to you until you satisfy the Tax Withholding Obligation. The
Company may withhold from the shares otherwise payable to you with respect to your Vested Units the number of whole shares of the Company's common stock required to satisfy the minimum applicable Tax
Withholding Obligation, the number to be determined by the Company based on the Fair Market Value of the Company's Common Stock on the date the Company is required to withhold. Notwithstanding the
forgoing, to the maximum extent permitted by law, the Company has the right to retain without notice from salary or other amounts payable to you, an amount sufficient to satisfy the Tax Withholding
Obligation. 


        10.    Dividends    To the extent the Company pays any cash dividends with respect to shares of the Company's Common
Stock while this Award is outstanding, the Company will retain for your account an amount of cash equal to any such dividends payable with respect to the shares covered by your Unvested Units, and
such amount will be paid to you in a lump sum upon the vesting and payment of such Unvested Units in accordance with this agreement, subject to any applicable Tax Withholding Obligation. You will have
no right to receive any dividend payments pursuant to this Section 10 with respect to Units that do not vest or are otherwise forfeited. 


        11.    General Provisions    



        11.1    Assignment.    The Company may assign its forfeiture rights at any time, whether or
not such rights are then exercisable, to any person or entity selected by the Company's Board of Directors. 



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        11.2    No Waiver.    No waiver of any provision of this Agreement will be valid unless in
writing and signed by the person against whom such waiver is sought to be enforced, nor will failure to enforce any right hereunder constitute a continuing waiver of the same or a waiver of any other
right hereunder. 


        11.3    Undertaking.    You hereby agree to take whatever additional action and execute
whatever additional documents the Company may deem necessary or advisable in order to carry out or effect one or more
of the obligations or restrictions imposed on either you or the Units pursuant to the express provisions of this Agreement. 


        11.4    Agreement Is Entire Contract.    This Agreement (together with  [the Severance Agreement (as
defined in the Award Notice)]) constitutes the
entire contract between the parties hereto with regard to the subject matter hereof. This Agreement is made pursuant to the provisions of the Plan and will in all respects be construed in conformity
with the express terms and provisions of the Plan. 


        11.5    Successors and Assigns.    The provisions of this Agreement will inure to the benefit
of, and be binding on, the Company and its successors and assigns and you and your legal representatives, heirs, legatees, distributees, assigns and transferees by operation of law, whether or not any
such person will have become a party to this Agreement and agreed in writing to join herein and be bound by the terms and conditions hereof. 



        11.6    No Employment or Service Contract.    Nothing in this Agreement will affect in any
manner whatsoever the right or power of the Company, or a Related Company, to terminate your employment or services on behalf of the Company, for any reason, with or without Cause. 



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Exhibit 10.17