Item 2.05 - Costs Associated with Exit or Disposal Activities

On October 31, 2012, the Registrant, Performance Technologies, Inc. ("the "Company") announced its decision, due to the challenging economic environment, to restructure its operations, reduce its workforce, rationalize its product lines, and refocus its resources on initiatives that are more closely aligned with the Company's near-term objectives and market potential.

Specifically, the Company is reducing its personnel by fourteen employees or 10% of its workforce and is recording a non-cash impairment charge against certain of PT's software development costs and purchased intangible assets. As a result of this action, the Company expects to incur fourth quarter 2012 pre-tax restructuring charges of approximately $.5 million, representing employee-related costs which will result in cash expenditures, and approximately $.8 million, which will be recorded as a non-cash impairment charge.

The Company currently estimates that the full annualized cost savings resulting from this restructuring program will be in the range of $1.3 million to $1.5 million in 2013.

Item 2.06 Material Impairments

Please see the disclosure set forth above under Item 2.05, which is incorporated by reference into this Item 2.06.