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): October 19, 2007

VITESSE SEMICONDUCTOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-31614 (Commission File Number)	77-0138960 (IRS Employer Identification No.)
741 Calle Plano, Camarillo, California (Address of principal executive offices)	93012 (Zip Code)

Registrant’s telephone number, including area code: (805) 388-3700

Not applicable

(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):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	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.

Appointment of Vice President of Technology and Strategy

On November 16, 2007, the Board of Directors of Vitesse Semiconductor Corporation (the "Company") appointed Dr. Martin Nuss as Vice President of Technology and Strategy. Pursuant to his existing letter agreement, a copy of which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference, Dr. Nuss will be entitled to receive $220,000 as an annual base salary and will be eligible to participate in the Company’s executive bonus plan, under which the Company has guaranteed a bonus to Dr. Nuss for fiscal 2008 equal to at least 30% of his annual base salary. Dr. Nuss is also eligible to participate in the Company’s other employee benefit plans. In the event that his employment is terminated within nine months after a Change in Control (as defined in the attached letter agreement) or during that time period there is a material change in his position, responsibilities or compensation, he will be entitled to a lump sum payment equal to 12 months of his then base salary.

On November 16, 2007, the Compensation Committee of the Board of Directors of the Company granted Dr. Nuss an option to purchase 200,000 shares of the Company’s Common Stock at an exercise price of $0.99 per share. The option was granted under the Company’s Amended and Restated 2001 Stock Incentive Plan, expires on November 16, 2017 and vests in increments of 25% on each anniversary of the grant date.

Grants of Bonuses

On October 19, 2007, Michael B. Green, the Vice President, General Counsel and Secretary of the Company received a bonus of $41,000. On October 25, 2007, the Board of Directors of the Company approved a bonus to Christopher Gardner, the Chief Executive Officer of the Company, of $175,000, which is equal to 50% of Mr. Gardner’s current base salary.

Bonuses Under and Revision to Employment Agreement for Richard Yonker

Under the employment agreement for Richard Yonker, the Chief Executive Officer of the Company, during Mr. Yonker’s first year of employment, which ended on November 16, 2007, Mr. Yonker was eligible to receive bonus payments of up to $100,000, payable in five installments of $20,000 each, when and as any of the following five events occurred: (a) the vacancies in the Company’s accounting and finance organization agreed to by Executive and the Chief Executive Officer of the Company are filled by persons satisfactory to the Chief Executive Officer of the Company; (b) the Company reduces the activities of, and the amounts paid to, Alvarez & Marsal LLC by amounts agreed to by the Chairman of the Compensation Committee of the Company and Mr. Yonker; (c) the Company secures a new independent registered public accounting firm as evidenced by the execution of an engagement letter; (d) the implementation of the remedial action plan approved by the Special Committee of the Company and delivery of audited financial statements for fiscal years 2007 and 2006; and (e) the implementation of financial accountability by individual executive staff members for all items on the Company’s income statement and balance sheet as measured by a financial road map agreed to by the Chairman of the Compensation Committee of the Company and Mr. Yonker. The Board of

Directors of the Company determined that each of the specified events has occurred, other than event (d) above, and, accordingly, Mr. Yonker received the required bonus. As to item (d) above, the Board of Directors extended until March 31, 2008 the date by which Mr. Yonker must implement the remedial action plan approved by the Special Committee of the Company and deliver audited financial statements for fiscal years 2007 and 2006 in order to receive the remaining $20,000 bonus under his employment agreement.

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Letter Agreement, dated October 26, 2007, between Vitesse Semiconductor Corporation and Dr. Martin Nuss

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.

Dated: November 20, 2007

VITESSE SEMICONDUCTOR CORPORATION

By: /s/ MICHAEL B. GREEN
Michael B. Green
Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description

10.1	Letter Agreement, dated October 26, 2007, between Vitesse Semiconductor Corporation and Dr. Martin Nuss

October 26, 2007

Dr. Martin C. Nuss

502 Wingate Avenue

Boulder, Colorado 80304

Dear Martin,

I am pleased to confirm our offer of employment with Vitesse Semiconductor Corporation as the Vice President of Technology and Strategy, reporting directly to Chris Gardner, President & CEO.

Your compensation for this exempt position will be $8462.00 biweekly, which is equivalent to $220,000 on an annual basis. You will receive paychecks biweekly.

We will also recommend that the Board of Directors grant you an option to purchase 200,000 shares of Vitesse Common Stock at the fair market value. This purchase would be subject to the approval of the Vitesse Board of Directors, as well as the vesting conditions, exercise price and restrictions applicable to the option plan. After approval, the details of the stock option plan will be made available to you under separate cover. If we are unable to secure approval for the options grant by the Board of Directors within three (3) months of your start date, you may unilaterally terminate employment and you will receive Severance Pay.

In addition, you will be eligible to participate in the Executive Bonus plan, which Vitesse will guarantee at 30% of your annual base salary for the first fiscal year 2008. You will be eligible to participate in the Vitesse Achievement Sharing program as in effect. Please review the attached FY2008 plan. You will also be eligible to participate in the Executive Retention Equity plan in line with the other senior staff members. Please review the attachment for an outline of the plan.

Vitesse Semiconductor Corporation is an at-will employer and as such, employment with Vitesse is based on mutual consent, both you and Vitesse have the right to terminate employment for any reason at any time, with or without cause, and with or without notice. In the event that you terminate employment within nine (9) months after a Change of Control resulting in a material adverse change in your position, responsibilities, or compensation, you will receive Severance Pay. You will also receive Severance Pay in the event employment is involuntarily terminated at any time by the company or its successors without Cause.

"Change of Control" means each occurrence of any of the following:

Dr. Martin C. Nuss

Offer Letter

Page 2 of 3

(a) The acquisition, directly or indirectly, by any person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended), of beneficial

ownership of more than 51% of the aggregate outstanding voting power of the capital stock of Vitesse;

(b)(i) Vitesse consolidates with or merges into another entity and is not the surviving entity or conveys, transfers or leases all or substantially all of its property and assets to another person, or (ii) any entity consolidates with or merges into Vitesse in a transaction pursuant to which the outstanding voting capital stock of Vitesse is reclassified or changed into or exchanged for cash, securities or other property, other than any such

transaction described in this clause (ii) in which no person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) has, directly or

indirectly, acquired beneficial ownership of more than 51% of the aggregate outstanding voting capital stock of Vitesse; or

“For Cause” is defined as termination by reason of (i) Executive’s conviction of a felony or plea of guilty or nolo contendere to a felony; (ii) Executive’s intentional failure or refusal to perform his employment duties and responsibilities; (iii) Executive’s intentional misconduct that injures Vitesse’s business; (iv) Executive’s intentional violation of any other material provision of this Agreement or Vitesse’s code of business conduct and ethics; (v) as a member of Vitesse management, Executive will be expected to comply with all provisions of the Vitesse Policies and Procedures Manual and Employee Handbook, as amended from time to time; or (vi) Executive’s failure to effectively perform his job duties and responsibilities.

"Severance Pay" means twelve (12) months of Executive's base salary (at the amount before any proposed reduction) payable in a lump sum on the date employment ends.

This offer is contingent upon your successful passing of a background investigation to be performed by our authorized investigative agency. This background check involves an investigation of criminal records and, where applicable, previous employment history and educational background. Therefore, please be cautious to protect your current employment until this condition has been met.

In compliance with the Immigration Reform and Control Act of 1986, you will be required to complete the Employment Eligibility Verification form I-9 and to provide the necessary document(s) listed on the form (see attached) to establish your identity and employment eligibility.

Dr. Martin C. Nuss

Offer Letter

Page 3 of 3

In addition, you will be required to present the following item(s) (if applicable) as verification of the information on your application for employment: 1) your last pay stub from your most recent employer, and 2) proof of academic achievement (original college diploma or final transcript).

The information above must be presented during new employee orientation on your first day of work.

As a condition of employment, you will be required to sign a Proprietary Information Agreement. Vitesse has a strong policy to protect its proprietary rights. Vitesse also has a strong policy to respect the proprietary rights of others. In that regard, we are making this offer because of your talent; we are not interested in any former employer’s proprietary information and we will require you to honor any agreement you may have to protect such information. It is also a condition of employment at Vitesse that you not disclose or use for the benefit of Vitesse any confidential or trade secret information of any former employer.

Again, it is my pleasure to ask you to join the Vitesse team and I look forward to working with you in building a truly great company.

To indicate your acceptance, please sign and return a copy of this letter to me.

Sincerely,

/s/ SABRA BENNETT

Sabra Bennett

Vice President, Human Resources

Accepted: /s/ MARTIN NUSS

Date: 10-31-07

Start Date: Nov. 12, 2007