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VTSS > SEC Filings for VTSS > Form 8-K on 24-Dec-2013All Recent SEC Filings

Show all filings for VITESSE SEMICONDUCTOR CORP

Form 8-K for VITESSE SEMICONDUCTOR CORP


24-Dec-2013

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

2014 Executive Bonus Plan

On December 23, 2013, the Compensation Committee of the Board of Directors of the Company adopted the Fiscal Year 2014 Executive Bonus Plan (the "Plan") to provide members of the executive staff of the Corporation with the opportunity to earn incentive bonuses based on 1) the Company's attainment of specific financial performance objectives for the fiscal year and 2) the executive's achievement of designated personal goals. Awards under the Plan may be made only to "Eligible Persons," which is defined to be any "officer," as that term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (except the President/Chief Executive Officer), and any vice-president who is a member of the Company's executive staff. Any bonus for employees who become "Eligible Persons" after the beginning of fiscal year 2014 will be prorated.

A participant's bonus under the Plan will be based on the Company achieving a certain level of Adjusted EBITDA (as defined below) during the fiscal year and upon the participant achieving certain individual personal goals established by the Chief Executive Officer of the Company. A participant's bonus will be an amount equal to (a) times (b) times (c), where (a) equals the participant's Base Salary, (b) equals a specified percentage of the participant's salary that would be payable if the participant achieved 100% of his or her personal goals and the Company achieved an amount of Adjusted EBITDA specified in the Plan and
(c) equals the percentage of personal goals achieved by the participant. Whether a participant has attained a personal goal in whole or in part shall be determined by the Chief Executive Officer of the Company in his or her sole discretion.

Bonus payments, if earned, will be paid by the end of the first quarter of Fiscal Year 2015, or as soon as practicable after determination and certification of the actual financial performance levels for the year and grant of approval by the Compensation Committee of the Board of Directors of the Company in a duly held meeting, but, in no event, later than March 15, 2015. A participant's right to receive a bonus will become vested if the participant is continuously employed by the Company without performance deficiencies until September 30, 2014.

"Adjusted EBITDA" is defined under the Plan as net income before interest, expenses for taxes, depreciation, amortization, deferred stock compensation and non-recurring professional fees. The Administrator may, from time-to-time, make other exceptions to the definition as it deems appropriate with respect to unusual or non-recurring events such as balance sheet adjustments, mergers, acquisitions, and divestitures.

The Chief Executive Officer has the authority to propose additional bonus amounts above those provided for in the plan for the consideration of, and approval by, the Compensation Committee and will be responsible to ensure that estimated bonuses, including any proposed amounts above the amounts indicated in the Plan, not yet approved by the Compensation Committee, are accounted for in accordance with generally accepted accounting principles.


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