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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2006
PERFORMANCE TECHNOLOGIES, INCORPORATED
Commission file number 0-27460
Incorporated pursuant to the Laws of the State of Delaware
Internal Revenue Service - Employer Identification No. 16-1158413
205 Indigo Creek Drive, Rochester, New York 14626
(585)256-0200
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:
[ ] 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 1.01 Entry into a Material Definitive Agreement
On August 26, 2006, a compensation arrangement was approved for Michael F.
Tortorello, Vice President of Worldwide Sales and Services of Performance
Technologies, Incorporated (the "Company"). Under the arrangement, effective
July 1, 2006, Mr. Tortorello is to be paid an annual salary of $190,000 and is
eligible to earn a sales commission of up to $103,000 based upon the targeted
sales performance of the Company during the second half of 2006.
Under the arrangement, Mr. Tortorello is also eligible to receive certain other
benefits, including a monthly car allowance and a reimbursement for relocation
costs. These other benefits are consistent with the benefits previously offered
to Mr. Tortorello by the Company.
Mr. Tortorello is also eligible to receive benefits under the Company's
guidelines regarding the severance benefits for certain executive employees. In
the event that Mr. Tortorello's employment is terminated without cause, he shall
receive a continuation of his salary, automobile, and health insurance benefits
for six months after the date his employment ends. In addition, he shall receive
accelerated vesting of all outstanding stock options that would have vested
within one year from the date of termination.
Other than Mr. Tortorello's employment relationship with the Company, there are
no material relationships between Mr. Tortorello and the Company or its
affiliates.
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.
PERFORMANCE TECHNOLOGIES, INCORPORATED
August 31, 2006 By /s/ Michael P. Skarzynski
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Michael P. Skarzynski
President and Chief Executive Officer
August 31, 2006 By /s/ Dorrance W. Lamb
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Dorrance W. Lamb
Chief Financial Officer and
Senior Vice President of Finance