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
November 22, 2005
(Date of Report)
Performance Technologies, Incorporated
(Exact name of registrant as specified in its charter)
Delaware 0-27460 16-1158413
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
205 Indigo Creek Drive, Rochester, New York 14626
(Address of principal executive offices) (Zip Code)
(585) 256-0200
(Registrant's telephone number, including area code)
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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):
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
In order to facilitate an optimum transition of the Chief Executive Officer's
role from Donald L. Turrell to Michael P. Skarzynski, on November 21, 2005 the
Board of Directors of Performance Technologies, Inc. agreed to retain the
services of Mr. Turrell, as a non-officer employee of the Company through
December 31, 2006. A summary of the employment terms are as follows:
A) Specific duties will be assigned to Mr. Turrell by the Board in the
support of the current Chief Executive Officer and other Board related
business.
B) Mr. Turrell will continue to receive, through December 31, 2005, the
salary and benefits he received while serving as Chief Executive
Officer. From January 1, 2006 through December 31, 2006, Mr. Turrell
will receive the same salary without benefits.
C) These terms shall continue for the specified period regardless if
the Company were to terminate Mr. Turrell's employment without cause.
If Mr. Turrell accepts employment with a competitor of the Company,
these terms shall be discontinued.
D) All payments of compensation are subject to continued compliance
with the Company's Code of Ethics, Non-compete and Insider Trading
agreements and certain other terms and conditions.
Mr. Turrell will continue to serve as a member of the Board of Directors of the
Company.
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
Date: November 22, 2005 By:/s/ Michael P. Skarzynski
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Michael P. Skarzynski
President and Chief
Executive Officer
Date: November 22, 2005 By:/s/ Dorrance W. Lamb
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Dorrance W. Lamb
Chief Financial
Officer and Senior Vice
President of Finance