Performance Technologies Inc \De\ Sample Contracts

Performance Technologies Inc \De\ – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERFORMANCE TECHNOLOGIES, INCORPORATED (February 19th, 2014)

SECOND: The address of the Corporation’s registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, in the City of Wilmington, County of New Castle, 19808, and the name of its registered agent at such address is Corporation Service Company.

Performance Technologies Inc \De\ – BY-LAWS OF PERFORMANCE TECHNOLOGIES, INCORPORATED (February 19th, 2014)
Performance Technologies Inc \De\ – AGREEMENT AND PLAN OF MERGER by and among Sonus Networks, Inc., Purple Acquisition Subsidiary, Inc. and Performance Technologies, Incorporated Dated as of December 12, 2013 (December 13th, 2013)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 12, 2013, is among Sonus Networks, Inc., a Delaware corporation (the “Parent”), Purple Acquisition Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of the Parent (the “Merger Sub”), and Performance Technologies, Incorporated, a Delaware corporation (the “Company”).

Performance Technologies Inc \De\ – STOCKHOLDER VOTING AGREEMENT (December 13th, 2013)

This Stockholder Voting Agreement (this “Agreement”) is made and entered into as of December 12, 2013, by and between Sonus Networks, Inc., a Delaware corporation (“Parent”) and the undersigned stockholder (“Stockholder”) of Performance Technologies, Incorporated, a Delaware corporation (the “Company”).

Performance Technologies Inc \De\ – Sonus Networks Announces Definitive Agreement to Acquire Performance Technologies, Inc. (December 13th, 2013)

· Planned acquisition would accelerate Sonus’ mobility strategy by adding Diameter Signaling capabilities required in all-IP, IMS 4G/LTE (Long Term Evolution) networks.

Performance Technologies Inc \De\ – PERFORMANCE TECHNOLOGIES, INCORPORATED 2012 OMNIBUS INCENTIVE PLAN Effective May 24, 2012 (March 7th, 2013)
Performance Technologies Inc \De\ – NOTICE OF NON-QUALIFIED STOCK OPTION GRANTED PURSUANT TO THE PERFORMANCE TECHNOLOGIES, INCORPORATED 2003 OMNIBUS INCENTIVE PLAN (March 7th, 2013)
Performance Technologies Inc \De\ – LEASE by and between Hub Properties Trust as Landlord and Performance Technologies, Incorporated as Tenant (May 10th, 2012)
Performance Technologies Inc \De\ – INDEMNIFICATION AGREEMENT (March 22nd, 2012)

This Indemnification Agreement (“Agreement”) is made on this ____ day of _____________, 2012 by and between Performance Technologies, Incorporated, a Delaware corporation (the “Company”), and ____________________ (“Indemnitee”).

Performance Technologies Inc \De\ – CREDIT AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.1 - AS AMENDED AMENDMENT ONE TO CREDIT AGREEMENT DATED AS OF NOVEMBER 1, 2000 BETWEEN THE CHASE MANHATTAN BANK AND PERFORMANCE TECHNOLOGIES, INCORPORATED 2 AMENDMENT NUMBER ONE TO CREDIT AGREEMENT This Amendment is dated as of November 1, 2000, is made by and between PERFORMANCE TECHNOLOGIES, INCORPORATED, a Delaware corporation with its principal office located at 315 Science Parkway, Rochester, New York 14620 ("Borrower") and THE CHASE MANHATTAN BANK, with an office at One Chase Square, Rochester, New York 14643 ("Bank"). STATEMENT OF THE PREMISES ---------

Performance Technologies Inc \De\ – SUBLEASE AGREEMENT (March 30th, 2001)

1 EXHIBIT 10.10 - AS AMENDED EXTENSION TO SUBLEASE AGREEMENT THIS EXTENSION TO SUBLEASE AGREEMENT, dated as of this 20th day of October, 2000, by and between Vortex Enterprises LLC ("Vortex"), a New York limited liability company and successor in interest to C&J Enterprises, having an office at 3002 East Avenue, Rochester, New York 14610 and Performance Technologies, Incorporated ("PTI"), a Delaware corporation having an office at 315 Science Parkway, Rochester, New York 14620. RECITALS -------- Vortex and PTI entered into that certain Sublease Agreement as of September 1, 1990 pursuant to which PTI agreed to lease from Vortex the Premises as defined in the Sublease Agreement. Pursuant to Amendment to Sublease Agreement

Performance Technologies Inc \De\ – RIGHTS AGREEMENT (November 8th, 2000)

RIGHTS AGREEMENT DATED AS OF NOVEMBER 1, 2000 BETWEEN PERFORMANCE TECHNOLOGIES, INCORPORATED AND AMERICAN STOCK TRANSFER & TRUST COMPANY RIGHTS AGENT TABLE OF CONTENTS Section 1. Certain Definitions. ...........................................1 Section 2. Appointment of Rights Agent. ...................................8 Section 3. Issuance of Rights Certificates.................................8 Section 4. Form of Rights Certificates.....................................9 Section 5. Countersignature and Registration..............................11 Section 6. Transfer, Split Up, Combination and Exchange of Rights Certificates; Mutilated, Destroyed, Lost or Stolen Rights Certificates

Performance Technologies Inc \De\ – AMENDMENT TO STOCK OPTION PLAN (March 30th, 2000)

PERFORMANCE TECHNOLOGIES, INCORPORATED AMENDMENT TO STOCK OPTION PLAN WHEREAS, Performance Technologies, Incorporated (the "Company") adopted the PERFORMANCE TECHNOLOGIES, INCORPORATED STOCK OPTION PLAN (the "Plan") on May 1, 1986, amended and restated the Plan effective January 1, 1987, amended the Plan on May 3, 1990, amended and restated the Plan on April 18, 1994, amended the Plan on November 14, 1995, amended and restated the Plan on June 5, 1996 and amended the Plan again on June 10, 1997; and WHEREAS, the Company desires to amend Section 17 of the Plan to provide that the grant of options to Outside Participating Directors shall be prospective as an incentive to service rather than as a reward for past service, to amend Section 20 of the plan to amend the vesting provisions of such options and to amend Section 21 of the Plan to make it consistent with the provisions of amended Section 20.

Performance Technologies Inc \De\ – AMENDMENT TO STOCK OPTION PLAN (March 30th, 2000)

PERFORMANCE TECHNOLOGIES, INCORPORATED AMENDMENT TO STOCK OPTION PLAN WHEREAS, Performance Technologies, Incorporated (the "Company") adopted the PERFORMANCE TECHNOLOGIES, INCORPORATED STOCK OPTION PLAN (the "Plan") on May 1, 1986, amended and restated the Plan effective January 1, 1987, amended the Plan on May 3, 1990, amended and restated the Plan on April 18, 1994, amended the Plan on November 14, 1995, amended and restated the Plan on June 5, 1996, amended the Plan June 10, 1997 and amended the Plan again on June 3, 1998; and WHEREAS, the Company desires to amend Section 3 of the Plan to increase the number of shares of the Company's Common Stock reserved for issuance under the Option Plan by 500,000 shares to 3,200,000. NOW, THEREFORE, Section 3 of the Plan is hereby amended to read in its entirety effective February 9, 2000, subject to approval of the Company's stockholders, as follows

Performance Technologies Inc \De\ – CREDIT AGREEMENT (March 30th, 1999)

-------------------------------------------------------------------------------- CREDIT AGREEMENT Dated as of December 30, 1998 PERFORMANCE TECHNOLOGIES, INCORPORATED and THE CHASE MANHATTAN BANK -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS; ACCOUNTING TERMS------------------------------------ 1 Section 1.01. Definitions----------------------------------------- 1 Section 1.02. Accounting Terms------------------------------------ 8 Section 1.03. Subsidiaries---------------------------------------- 8 ARTICLE 2. THE CREDIT 11---------------------------------------------------- 9 Section 2.01. Loans-------------------------------------------

Performance Technologies Inc \De\ – REVOLVING CREDIT NOTE (March 30th, 1999)

EXHIBIT A REVOLVING CREDIT NOTE $5,000,000 December 30, 1998 FOR VALUE RECEIVED, Performance Technologies, Incorporated, a Delaware corporation (the "Borrower"), hereby promises to pay to The Chase Manhattan Bank (the "Bank"), for account of its Lending Office provided for by the Credit Agreement dated as of December 30, 1998 between the Borrower and the Bank (the "Credit Agreement"), or order, at the Payment Office the principal sum of Five Million and No/100 Dollars ($5,000,000) or such portion thereof as may have been advanced by the Bank pursuant to Article 2 of the Credit Agreement, in lawful money of the United States of America and in immediately available funds, on the dates and in the amounts provided in the Credit Agreement, and to pay interest on the unpaid principal amount hereof from time to time outstanding, at such office,