Resignation & SeparationAgreement and General Release of Claims

Exhibit 10.1

VITESSE

Resignation & Separation Agreement and General Release of Claims

This Resignation & Separation Agreement and General Release of Claims (“Agreement”) confirms the understanding and agreement with regard to the resignation and separation of employment of Michael B. Green (“hereinafter “Executive” or “His” or “Him”) with Vitesse Semiconductor Corporation (hereinafter “Company”) effective this February 5, 2010 (“the Separation Date”). The following provisions set forth the terms of the Agreement in exchange for a release of claims, as outlined below.

1.                                       Resignation and Separation of Employment.   Executive hereby resigns as Vice President/General Counsel and Corporate Secretary of the Company and all applicable subsidiaries and acknowledges that his employment with the Company has terminated for all purposes on as of the Separation Date.

2.                                       Acknowledgment of Payment of Wages. By His signature below, Executive acknowledges receipt of payment of all amounts due from the Company for all salary, wages, bonuses, and commissions earned through the Separation Date and all amounts due from the Company for unused vacation time accrued by Him through the close of business on the Separation Date, less all applicable taxes and withholdings. Coverage under Executive’s existing health benefits plan will continue through the end of the month of the Separation Date, and Executive will thereafter receive any benefits to which Executive may be entitled under COBRA provided Executive chooses to elect COBRA in writing. If Executive elects COBRA, Executive will qualify under the American Recovery and Reinvestment Act of 2009 for COBRA continuation coverage assistance for partial premiums for up to fifteen months. Information on COBRA coverage will be provided under separate cover. By signing below, Executive further acknowledges that Executive has received all reimbursement due Executive for Executive’s outstanding approved reimbursable expenses, or has submitted expenses for reimbursement, if any. By signing below, Executive acknowledges that the Company does not owe Executive any other amounts, payments or other benefits, excluding pending reimbursable expenses. Executive is entitled to receive the payments and benefits as described in this paragraph without regard to whether Executive executes this Agreement.

3.                                       Separation Benefits. In addition to the above-described benefits and in exchange for Executive executing this Agreement and upon its effectiveness in accordance with Paragraph 15, the Company agrees to provide Executive with the following:

(a)                                  Severance pay in the gross amount of one hundred twenty two thousand, six hundred and ninety two dollars and no cents ($122,692.00) which equals six months and three weeks of pay at Executive’s current base salary, less all applicable taxes and withholdings, and

(b)                                 As long as Executive and/or Executive’s eligible dependents remain qualified for COBRA, the Company agrees to pay full COBRA premiums for Executive and Executive’s eligible dependents for up to twelve months for coverage under the same benefit option in which Executive and Executive’s eligible dependents were enrolled as of the day before Executive’s Separation Date. Executive agrees to immediately notify the Company’s COBRA administrator, Conexis, and the Company in writing if Executive or any of Executive’s eligible dependents become covered under another group health plan prior to the end of the Company paid COBRA period and to provide Conexis and the Company with a copy of the other group health plan(s) for the purpose of determining whether the COBRA Continuation Coverage extended to Executive or Executive’s eligible dependents may be terminated in accordance with COBRA, and

(c)                                  An additional payment in the gross amount of fifteen thousand dollars and no cents ($15,000.00), less all applicable taxes and withholdings, and

(d)                                 The Company agrees that it will not contest or oppose Executive’s application for unemployment insurance compensation benefits.

741 Calle Plano, Camarillo, CA 93012 · 805 ###-###-#### · fax ###-###-#### · www.vitesse.com

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4.                                       Cooperation. Executive agrees to cooperate with and assist the Company with respect to any pending or future litigation, disputed claims or other matters, including without limitation, by truthfully testifying, as may be reasonably requested from time to time by the Company. If the Company requests and additional expenditure of time by Executive any if the time involved is more than de minimus, Executive will be entitled to reasonable compensation as agreed upon between the parties taking into consideration the expected burdens of time and preparation imposed upon Executive and any potential impact upon then pending responsibilities of Executive. The Company shall reimburse Executive for any expenses reasonably incurred and approved in advance by the Company which are directly related to fulfilling Executive’s duties under this paragraph, except as prohibited by law. Executive agrees to provide the Company with substantiation of any reimbursable expenses within two calendar months after the expense was incurred. The Company agrees that reimbursements under this provision shall be paid to Executive within thirty (30) business days after substantiation determined by the Company to be adequate has been provided to the Company. The parties agree that, consistent with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (“Section 409A”), the following reimbursement rules shall also apply: (a) In no event shall adequately substantiated reimbursements be paid to Executive later than the last day of the calendar year following the calendar year in which the expense was incurred; (b) the amount of expenses eligible for reimbursement during a calendar year will not affect the expenses eligible for reimbursement in any other calendar year; and (c) Executive’s right to reimbursement for such expenses is not subject to liquidation or exchange for another benefit.

5.                                       Return of Company Property. Executive hereby represents and warrants to the Company that Executive has returned to the Company all real or intangible property or data of the Company of any type whatsoever that has been in Executive’s possession or control.

6.                                       Waiver of Claims. The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus pay, profit-sharing, stock options, termination benefits or other compensation to which Executive may be entitled by virtue of Executive’s employment with the Company, including Executive’s resignation and separation from the Company. Executive hereby releases and waives any other claims Executive may have against the Company and its present and former owners, agents, officers, shareholders, employees, directors, attorneys, subscribers, subsidiaries, parent, affiliates, successors and assigns (collectively “Companys”), whether known or not known, including, without limitation, claims under any employment laws, including, but not limited to, claims of unlawful discharge, breach of contract, breach of the covenant of good faith and fair dealing, fraud, violation of public policy, defamation, physical injury, emotional distress, claims for additional compensation or benefits arising out of Executive’s employment or Executive’s separation of employment, claims under any laws and/or regulations relating to employment or employment discrimination, including, without limitation, claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, the California Fair Employment and Housing Act, California Labor Code section 201, et seq. and section 970, et seq., the Family and Medical Leave Act, the Sarbanes-Oxley Act, privacy laws, and all other state and federal civil rights, discrimination, equal opportunity and fair employment practices, laws or statutes, any and all rights or claims for stock options and restricted stock units, whether vested or unvested, and all rights or claims under any change in control agreement or equity incentive plan, including without limitation the Amended and Restated 2001 Stock Incentive Plan, all claims for violation of the federal, state, constitution, or any municipal statute. However, this release does not waive Executive’s rights to any claims for unemployment and workers’ compensation benefits or vested benefits under any Company plans, including a 401K plan or any claim which as a matter of law or public policy cannot be waived.  By signing below, Executive expressly waives any benefits of Section 1542 of the Civil