UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
Pursuant to
Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of Report (Date of earliest
event reported):
February
VITESSE
SEMICONDUCTOR CORPORATION
(Exact name of issuer as
specified in its charter)
Delaware
(State or other
jurisdiction of incorporation)
| 1-31614 | 77-0138960 |
| (Commission File Number) | (IRS Employer Identification No.) |
741 Calle Plano
Camarillo, California 93012
(Address of
Principal Executive Offices)
Registrant’s telephone number,
including area code
(805) 388-3700
N/A
(Former
Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On February 12, 2012, Vitesse Semiconductor Corporation and Christopher R. Gardner amended Mr. Gardner’s employment agreement, dated February 12, 2010 (the “Employment Agreement”), to extend the term of the agreement by one year. The Employment Agreement, originally to expire on February 12, 2012, will now expire on February 12, 2013. All other terms of the Employment Agreement remain unchanged.
A copy of the Amendment to Employment Agreement, dated February 12, 2012, between Mr. Gardner and us is attached to this Current Report on Form 8-K as Exhibit 10.1.
We previously disclosed the terms of the Employment Agreement in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 16, 2010, and we filed a copy of the Employment Agreement as Exhibit 10.2 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 17, 2010.
|
Item 9.01 |
Financial Statements and Exhibits |
(d) Exhibits.
The following exhibit is filed herewith:
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VITESSE SEMICONDUCTOR CORPORATION | |||
|
Date: |
February 15, 2012 |
By: | /s/ Martin S. McDermut |
| Martin S. McDermut | |||
|
Chief Financial Officer |
|||
EXHIBIT INDEX
4
Exhibit 10.1
AMENDMENT TO
EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (this “Amendment” ) is made and entered into as of February 12, 2012, by and between Vitesse Semiconductor Corporation, a Delaware corporation ( “Vitesse” ) and Christopher R. Gardner ( “Executive” ). Except where otherwise defined herein, the capitalized terms used in this Amendment shall have the respective meanings assigned to such terms in the Employment Agreement (as such term is defined in Recital A below). This Amendment is made with reference to the following Recitals:
RECITALS
A. Vitesse and Executive are parties to that certain Employment Agreement, dated as of February 12, 2010 (the “Employment Agreement” ), pursuant to which Vitesse employs Executive as Chief Executive Officer.
B. The parties hereto desire to amend the Employment Agreement on the terms set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing Recitals, the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree to amend the Employment Agreement as follows:
AGREEMENT
Term. Section 16 of the Employment Agreement ( TERM ) is hereby amended in its entirety to read as follows:
“Subject to the provisions of Section 5 of this Agreement, the term of this Agreement shall end on February 12, 2013.”
Miscellaneous. Except as expressly modified hereby, all other terms and provisions of the Employment Agreement shall remain in full force and effect and are incorporated herein by this reference; provided , however , to the extent of any inconsistency between the provisions of the Employment Agreement and the provisions of this Amendment, the provisions of this Amendment shall control. All references in the Employment Agreement to “Employment Agreement”, “hereunder”, “hereof”, or words of like import referring to the Employment Agreement shall mean and be a reference to the Employment Agreement as and to the extent it is amended by this Amendment. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original Amendment, but all of which, taken together, shall constitute one and the same Amendment, binding on the parties hereto. The signature of any party to any counterpart hereof shall be deemed a signature to, and may be appended to, any other counterpart hereof. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS, AS CALIFORNIA LAWS ARE APPLIED TO CONTRACTS ENTERED INTO AND PERFORMED IN SUCH STATE.
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date first set forth above.
|
“Executive” |
|
|
/s/ Christopher R. Gardner |
|
|
Christopher R. Gardner |
|
|
VITESSE SEMICONDUCTOR CORPORATION, |
|
|
a Delaware corporation |
|
|
By: |
/s/ Grant Lyon |
|
Grant Lyon, |
|
|
Chairman of the Compensation Committee |
6