On May 9, 2012, our Board of Directors resolved to increase the size of the Board from six directors to seven, and appointed Scot B. Jarvis as a director to fill the vacancy created upon the expansion in the size of the Board. Mr. Jarvis co-founded Cedar Grove Partners, LLC, an investment and consulting/advisory partnership with a focus on wireless communication investments in 1997, and currently is its managing member. While at Cedar Grove, he has invested in several successful early-stage companies in the telecommunications area and has served on a number of public and private boards. Prior to co-founding Cedar Grove, Mr. Jarvis served as a senior executive of Eagle River, Inc., a Craig McCaw investment firm. While at Eagle River, he founded Nextlink Communications on behalf of McCaw and served on its board of directors. He also served on the board of directors of Nextel Communications, NextG Networks, Inc., Wavelink Communications Inc., NextWeb, Inc., and Cantata Technologies, Inc. From 1985 to 1994, Mr. Jarvis served in several executive capacities at McCaw Cellular Communications up until it was sold to AT&T. Mr. Jarvis currently serves on the board of Kratos Defense & Security Solutions and Airspan Networks, both publicly traded companies. He is a venture partner with Oak Investment Partners, a venture capital firm. Mr. Jarvis holds a B.A. in Business Administration from the University of Washington.
Mr. Jarvis will receive the following compensation for his service as a non-employee director for the remainder of the current Board term:
• Annual retainer of $30,000, pro-rated for the remainder of the current Board term;

•            Board meeting fees of $1,500 for attendance at each in-person Board
             meeting and $750 for attendance at each scheduled conference call
             Board meeting;


•            Annual equity compensation of $55,000, pro-rated for the remainder
             of the current Board term, in restricted stock units, or RSUs, which
             RSUs will be automatically granted on the second Monday in January
             2013 and vest fully on the first anniversary of the grant date; and


•            A one-time award of $100,000 in RSUs, which RSUs vest in three
             annual installments of 33.33% on the first three anniversaries of
             the grant date.

Mr. Jarvis also will be entitled to additional compensation for service on any Board committees to which he is appointed.
Prior to his appointment as a member of our Board of Directors, Mr. Jarvis did not have any material relationship with us and no such relationship is currently proposed. Mr. Jarvis does not have any family relationships with any of our other directors or executive officers.
A press release announcing Mr. Jarvis's appointment to the Board was issued by us on May 10, 2012, a copy of which is attached hereto as Exhibit 99.1.

(d) Exhibits. The following exhibit is filed herewith:
Exhibit
Number Description
99.1 Press release of Vitesse Semiconductor Corporation, dated May 10, 2012.