8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2007

PROLIANCE INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
1-13894
(Commission File Number)

34-1807383
(I.R.S. Employer
Identification No.)

100 Gando Drive, New Haven, Connecticut 06513

(Address of principal executive offices, including zip code)

(203) 401-6450

(Registrant’s telephone number, including area code)

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))

Item 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) Executive Compensation

On March 26, 2007, the Compensation Committee of the Board of Directors of Proliance International, Inc. (the “Company”) approved the following matters relating to the compensation of the Company’s executive officers:

Amendments to CEO Compensation

On March 26, 2007, the Company entered into an amendment to its employment agreement with Charles E. Johnson, its President and Chief Executive Officer, and an amendment to Mr. Johnson’s Supplemental Executive Retirement Plan (SERP) (such amendments, collectively, the “Amendment”). The Amendment implemented the following matters:

- Mr. Johnson agreed to reduce his base salary for the 2007 calendar year from $500,000 to $425,000. The aforementioned salary reduction will be discontinued effective January 1, 2008, or earlier upon a change in control of the Company. If Mr. Johnson’s employment terminates during 2007, any severance payments would be based on 2006 salary levels.

- The Amendment extends the term of Mr. Johnson’s employment agreement by one year, through March 11, 2009.

- The Amendment increases the amounts payable in the event Mr. Johnson’s employment is terminated other than following a change in control transaction. Specifically, upon termination other than within two years after a change of control transaction is presented to the Company’s Board, Mr. Johnson would receive his base salary plus, life, long-term disability, and medical, dental and vision insurance coverage and automobile allowance for two years following termination (formerly one year).

The foregoing descriptions of the amendment to Mr. Johnson’s employment agreement and SERP do not purport to be complete and are qualified in their entirety by reference to such agreements, copies of which are filed as Exhibits 10.1 and 10.2, and incorporated herein by reference.

Restricted Stock Grant

The Company made a grant of 17,689 shares of restricted stock under the Company’s Equity Incentive Plan to Charles E. Johnson. Due to Mr. Johnson’s agreement to reduce his base salary as described above, these restricted shares vest on the second anniversary of the date of grant or earlier upon a change in control, or the death, disability or retirement of Mr. Johnson or upon his termination for good reason or the Company’s termination of his employment without serious cause (as such terms are defined in his employment agreement).

The foregoing description of the restricted stock agreement does not purport to be complete and is qualified in its entirety by reference to the restricted stock agreement, a copy of which is filed as Exhibit 10.3, and incorporated herein by reference.

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2007 Bonus Targets

The Compensation Committee set bonus targets for fiscal 2007 based in part upon achievement of targets relating to net income and cash flow from operating activities. A portion of the bonus achievement criteria for all participants other than Charles E. Johnson, the Company’s President and Chief Executive Officer, are at the discretion of the Compensation Committee. Mr. Johnson’s bonus targets relate solely to the achievement of the tangible financial targets. Achievement of target and maximum levels would result in bonus payments as a percentage of base salary as follows: Charles E. Johnson - (target - 75%; maximum - 150%); Richard A. Wisot - (target - 50%; maximum - 100%); David Albert - (target - 50%; maximum - 100%); William J. Long III - (target - 50%; maximum - 100%); Jeffrey L. Jackson - (target - 50%; maximum - 100%); Chester L. Latin - (target - 40%; maximum - 80%). Mr. Long’s targets include both divisional and overall corporate metrics.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits – The following exhibits are filed as part of this report:

10.1 Amendment No. 3 to Employment Agreement between the Registrant and Charles E. Johnson

10.2 Supplemental Executive Retirement Plan, as amended

10.3 Restricted Stock Agreement dated March 26, 2007 between the Registrant and Charles E. Johnson

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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 thereunto duly authorized.

	PROLIANCE INTERNATIONAL, INC.
Date: March 27, 2007		By:	/s/ Richard A. Wisot
			Richard A. Wisot Vice President, Treasurer, Secretary, and Chief Financial Officer

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EX-10.1

AMENDMENT NO. 3

TO

EMPLOYMENT AGREEMENT

This AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT is executed this 26th day of March, 2007 by and between Proliance International, Inc. (formerly known as Transpro, Inc.), a Delaware corporation (the “Company”) and Charles E. Johnson (the “Employee”).

WITNESSETH:

WHEREAS, the Company and the Employee are parties to an Employment Agreement dated as of March 12, 2001, and amended as of October 28, 2004 and May 4, 2006 (collectively, the “Agreement”) under which the Company retained the Employee to serve as President and Chief Executive Officer of the Company; and

WHEREAS, the parties wish to (i) extend the term of this Agreement, (ii) extend the term of certain severance benefits hereunder, and (iii) implement a temporary reduction in the base salary of the Employee during calendar year 2007.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, receipt of which is hereby acknowledged, the Company and the Employee hereby agree as follows:

1.  Notwithstanding the terms of Section 4 of the Agreement regarding base salary payments to the Employee, the parties agree to proceed in accordance with the provisions of the Temporary Salary Adjustment Rider attached hereto as Exhibit A.

2.  Section 3 of the Agreement is hereby deleted in its entirety and shall now read as follows:

“Section 3. Term of Employment

The Term of Employment will be the period ending on March 11, 2009, unless earlier terminated pursuant to Section 11 hereof. At the end of the initial Term of Employment, and on each anniversary thereof, the Term of Employment will automatically be extended for one (1) additional year, unless the Company or the Employee will have given written notice to the other that such party does not wish to extend this Agreement at least ninety (90) days in advance.”

3.  Section 11(e) of the Agreement, as amended, is hereby deleted in its entirety and shall now read as follows:

“(e) Effect of Termination Without Serious Cause or With Good Reason. If (i) the Company terminates the Term of Employment and the Employee’s employment

herein without Serious Cause, or (ii) the Employee terminates the Term of Employment and his employment hereunder for Good Reason, the Employee will be eligible for severance benefits in accordance with the terms of the Proliance International, Inc. Supplemental Executive Retirement Plan, as amended. In addition, the Employee will be entitled to prompt payment of (A) any accrued but unpaid salary and vacation, (B) any earned but unpaid bonus from a prior fiscal year (subject, if applicable, to the terms of any deferred compensation arrangements), (C) the Company’s medical, dental and vision plans (with standard employee payment), life insurance in the amount of two (2) times the Employee’s annual base salary and long term disability insurance for the period of two (2) years, and (D) reimbursement of business expenses incurred prior to the date of termination.”

4.  Except as expressly amended hereby, the Agreement remains unchanged and in full force and effect. This Amendment No. 3 may be executed in counterparts, each of which shall constitute an original and all of which shall constitute one and the same agreement. Delivery of signature by facsimile or other electronic image shall be valid and binding for all purposes.

[signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 3 on the year and date first above written.

PROLIANCE INTERNATIONAL, INC.
By:	/s/ Paul R. Lederer
Name:	Paul R. Lederer
Title:	Chairman of the Board

/s/ Charles E. Johnson

Charles E. Johnson

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Exhibit A

Temporary Salary Adjustment Rider

Employee agrees to a reduction in his annual base salary for the calendar year 2007 from $500,000 to $425,000. Salary payments for the period April 1, 2007 through December 31, 2007 will be made at the amount of $33,333 per month in accordance with the Company’s ordinary payroll practices. Bonus eligibility for 2007 will be based upon a $500,000 base salary level. Effective January 1, 2008, assuming the Employee remains in the Company’s employ, the Employee’s annual salary will revert to the prior annual rate of $500,000, unless mutually agreed otherwise.

Additionally, in the event there is a Change of Control during calendar year 2007, the Employee’s annual base salary will thereupon revert to the current rate of $500,000. Should the Employee’s employment relationship with the Company terminate during calendar year 2007 under circumstances whereby the Employee would be entitled to payments set forth in Sections 11 or 12 of the Agreement and/or the Supplemental Executive Retirement Plan, as amended, such payments will be calculated at the Employee’s annual salary rate of $500,000.

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EX-10.2

PROLIANCE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

effective January 1, 2005

(as further amended March 26, 2007)

TABLE OF CONTENTS

	Page
Section 1.  Name, Effective Date and Purpose	1
Section 2.  Definitions	1
Section 3.  Administration	2
Section 4.  Benefits	3
Section 5.  Distributions	4
Section 6.  Beneficiary Designation	6
Section 7.  Claims Procedures	7
Section 8.  General Provisions	8
Section 9.  Taxes and Income Tax Withholding	8
Section 10.  Amendment, Suspension or Termination	8

PROLIANCE INTERNATIONAL, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Section 1. Name, Effective Date and Purpose

1.1  Proliance International, Inc. hereby amends and restates its Supplemental Executive Retirement Plan (the “Plan”) as of January 1, 2005.

1.2  The purpose of the Plan is to provide supplemental retirement benefits for key executives of Proliance International, Inc. or its affiliates (the “Company”), as selected by the Board of Directors, in its sole discretion.

1.3  The Plan is intended to be an unfunded, non-qualified deferred compensation plan for a select group of management and highly compensated employees, as described in §201(2) and §301(a)(3) of the Employee Retirement Income Security Act (“ERISA”) and §409A(a)(2), (3) and (4) of the Internal Revenue Code, and the provisions of the Plan shall be interpreted accordingly.

1.4  The vested accrued benefits of any Participant who had a Separation from Service with the Company prior to January 1, 2005 shall be subject to the terms of the Plan as in effect as of the Participant’s Separation from Service date and shall not be subject to the terms of this Plan document. The benefits of any Participant who is actively employed by the Company as of January 1, 2005 shall be governed by the terms of this Plan document.

Section 2. Definitions

2.1  “Actuarial Equivalent” or “Actuarially Equivalent” shall have the same meaning as under the Proliance International, Inc. Pension Plan.

2.2  “Administrative Committee” shall mean the Compensation Committee of the Board of Directors (or if such Committee is not then constituted, the Board of Directors), which shall administer the Plan as provided in Section 3, below. Any notices, elections or other writings should be sent to the Administrative Committee, Proliance International, Inc. Supplemental Executive Retirement Plan, 100 Gando Drive, New Haven, CT 06513.

2.3  “Board of Directors” shall mean the Board of Directors of Proliance International, Inc. or its delegate.

2.4  “Code” means the Internal Revenue Code of 1986, as amended from time to time.

2.5  “Company” shall mean Proliance International, Inc. and its successors, and any other affiliated company as shall be designated by the Board of Directors as eligible to have one or more of its senior executives participate in the Plan.

2.6  “Distribution Election” shall mean a written election by a Participant which specifies the time and form such benefits will be distributed, and which satisfies the requirements Section 5, below.

2.7  “Effective Date” shall mean January 1, 2005.

2.8  “Participant” shall mean an individual employed by the Company who is a high level management employee and who has been selected for participation in this Plan by the Administrative Committee.

2.9  “Pension Plan” shall mean the Proliance International, Inc. Pension Plan.

2.10  “Plan” shall mean Proliance International, Inc. Supplemental Executive Retirement Plan.

2.11  “Plan Administrator” shall mean the Administrative Committee.

2.12  “Plan Year” shall mean each calendar year.

2.13  “Separation from Service” means a termination of employment with the Company, as defined for purposes of Code §409A.

2.14  “Specified Employee” means a Specified Employee as defined for purposes of Code §409A(2)(B)(i), which is, generally, the same as a Key Employee under Proliance International, Inc. Pension Plan, provided the Company has stock which is then publicly traded on an established securities market or otherwise.

2.15  “Spouse” shall mean the husband or wife of a Participant.

Section 3. Administration

3.1  The Plan shall be administered by the Administrative Committee. The Administrative Committee shall have full discretionary authority and power to construe and interpret the terms of the Plan, establish and amend administrative procedures to further the purposes of the Plan, and take any other actions necessary to administer the Plan. The Administrative Committee’s decisions, actions, and interpretations regarding the Plan shall be final and binding upon all Participants.

3.2  The Administrative Committee shall act by vote or written consent of a majority of its members. Members of the Administrative Committee who are Participants may vote on or participate in any matter affecting the administration of the Plan, provided,

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however, that no member of the Administrative Committee may vote on or participate in any matter directly relating to his or her own benefits.

3.3  The Administrative Committee (or its delegate) shall (a) calculate benefits and maintain records of benefit payments; (b) prepare communications to Participants; (c) prepare reports and data required by the Company concerning the Plan; and (d) take any other actions as are otherwise necessary or appropriate for effective implementation and administration of the Plan. The Administrative Committee shall be the Plan Administrator for purposes of ERISA.

Section 4. Benefits

4.1  Retirement Benefits. A Participant shall become entitled to Retirement Benefits hereunder upon the Participant’s Separation from Service, provided that the Participant has qualified for retirement benefits under the Proliance International, Inc. Pension Plan (the “Pension Plan”). A Participant’s “Retirement Benefits” under this Plan shall be Actuarially Equivalent to the difference between the Participant’s Accrued Benefit under the Pension Plan calculated disregarding the limitations of Code § 401(a)(17) and Code §415 and the Participant’s Accrued Benefit under the Pension Plan calculated taking into account the limitations of Code §401(a)(17) and Code §415, determined as of the Participant’s Separation from Service date.

4.2  Death Benefits. In lieu of Retirement Benefits under Section 4.1, above, “Death Benefits” are payable hereunder in the event of a Participant’s death while actively employed by the Company. With respect to an unmarried Participant, the Death Benefit under this Plan shall be Actuarially Equivalent to the difference between the Participant’s Accrued Benefit under the Pension Plan calculated disregarding the limitations of Code § 401(a)(17) and Code §415 and the Participant’s Accrued Benefit under the Pension Plan calculated taking into account the limitations of Code §401(a)(17) and Code §415, determined as of the Participant’s date of death. With respect to a married Participant who dies while actively employed by the Company, the Death Benefit under this Plan shall equal the greater of (a) the Actuarial Equivalent of the difference between the Participant’s Accrued Benefit under the Pension Plan calculated disregarding the limitations of Code §401(a)(17) and Code §415 and the Participant’s Accrued Benefit under the Pension Plan calculated taking into account the limitations of Code §401(a)(17) and Code §415, determined as of the Participant’s date of death; or (b) the Actuarial Equivalent of the difference between the Qualified Preretirement Survivor Annuity based on the Participant’s Accrued Benefit under the Pension Plan calculated disregarding the limitations of Code §401(a)(17) and Code §415 and the Qualified Preretirement Survivor Annuity based the Participant’s Accrued Benefit under the Pension Plan calculated taking into account the limitations of Code §401(a)(17) and Code §415, determined as of the Participant’s date of death. The term “Qualified Preretirement Survivor Annuity” shall have the same meaning for purposes of this plan as for purposes of the Pension Plan.

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4.3  Severance Benefits. If so provided in the Participant’s employment contract with the Company, a Participant shall become entitled to “Severance Benefits” hereunder upon the Participant’s Separation from Service if the Participant terminates employment for “Good Reason,” as defined in the Participant’s employment contract, or the Participant’s employment is terminated by the Company without “Serious Cause,” as defined in the Participant’s employment contract. Except in the event of a Separation from Service within a Change in Control Period (as defined below), Severance Benefits shall consist of payment of the Participant’s annual base salary plus the Participant’s allowance for a leased automobile, both determined as of the date of the Separation from Service, over a twenty-four month period (except as provided in Section 5.5, below). In the event of a Separation from Service within a Change in Control Period (as defined below), Severance Benefits shall consist of 2.99 times the Participant’s “base amount” as defined for purposes of Code §280G payable over a thirty-six month period (except as provided in Section 5.5, below). Notwithstanding the foregoing, if any portion of these benefits would constitute “excess parachute payments (as defined for purposes of Code §280G) such excess parachute payments shall be reduced to the largest amount that will result in no portion of such excess parachute payments being subject to the excise tax imposed by Code §4999.

For purposes of this Section 4.3, a Change of Control Period shall mean the period commencing on the date that a Change of Control is formally proposed to the Company’s Board of Directors and ending on the second anniversary of the date on which such Change of Control occurs; and Change in Control means a Change in Control as defined for purposes of the Participant’s employment contract.

Severance Benefits may become payable hereunder in addition to Retirement Benefits.

4.4  Notwithstanding anything to the contrary set forth herein, any and all amounts payable hereunder shall remain general assets of the Company until actually paid distributed to a Participant.

Section 5. Distributions

5.1  Each Participant must file a Distribution Election concerning Retirement Benefits with the Administrative Committee. All Elections shall be made on such forms (paper or electronic) as shall be provided by the Administrative Committee. Generally, Distributions Elections must be filed by a Participant within 30 days of being notified by the Administrative Committee of eligibility for benefits under this Plan, provided, however, that between January 1, 2005 and December 31, 2006, a Participant may make a Distribution Election up until December 31, 2006 (or such other time as may be permitted under the IRS transition relief relating to Code §409A), provided that on or after January 1, 2006, a Participant may not change an Election with respect to amounts that would have otherwise been distributed in 2006 or file an Election to cause amounts to be distributed in 2006 that would not otherwise have been distributed in 2006.

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5.2  Each Distribution Election shall include an election as to the time and form of distribution of Retirement Benefits from among the following options:

(a)  a single lump sum calculated as though benefits commence as of the first of the month after the Participant’s Separation from Service, but payable as of the first of the month on or after the completion of six months after the Participant’s Separation from Service; or

(b)  a single life annuity for the life of the Participant calculated as though benefits commence as of the first of the month after the Participant’s Separation from Service, provided that payments shall be withheld until the first of the month on or after the completion of six months after the Participant’s Separation from Service, at which time an initial payment shall be made equal to the sum of the withheld monthly installments.

(c)  a single life annuity for the life of the Participant calculated as though benefits commence as of the first of the month after the Participant’s Separation from Service with a guarantee of not less than 120 monthly installments, provided that payments shall be withheld until the first of the month on or after the completion of six months after the Participant’s Separation from Service, at which time an initial payment shall be made equal to the sum of the withheld monthly installments.

(d)  a joint and 50% survivor annuity for the life of the Participant and a joint annuitant calculated as though benefits commence as of the first of the month after the Participant’s Separation from Service, provided that payments shall be withheld until the first of the month on or after the completion of six months after the Participant’s Separation from Service, at which time an initial payment shall be made equal to the sum of the withheld monthly installments, and further provided that the annuity benefits shall be calculated making such adjustments as would be necessary to satisfy the minimum distribution incidental benefit requirements of Code 401(a)(9), and further provided that if the joint annuitant designated by the Participant is not living on the Participant’s Separation from Service date, benefits shall be paid in the form of a single life annuity, as provided in (b), above.

(e)  an annuity as in (d), above, except that the benefit will be calculated as a joint and 100% survivor annuity.

5.3  A Participant may change an election as to the form or timing of payment of Retirement Benefits by filing a subsequent written election, provided, however, that

(a)  such subsequent election is approved by the Committee, in its discretion and is consistent with one of the forms of benefit permitted under Section 5.2, above;

(b)  such subsequent election does not take effect until at least 12 months after the date on which the subsequent election is made;

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(c)  with respect to an election relating to a distribution on account of a Separation from Service (or any other permitted distribution event under Code §409A, other than disability, death or unforeseeable emergency), payment is deferred for a period of not less than 5 years from the date payment would otherwise have been made or commenced; and

(d)  with respect to any election relating to a distribution to be made (or commence) as of a specified date or pursuant to a fixed schedule (if permitted by the Plan), the subsequent election is made not less than 12 months prior to the date of the first scheduled payment.

Furthermore, no change of election shall permit the acceleration of the time or schedule of any payment under the Plan, except as may be provided by regulation or other guidance issued pursuant to Code §409A(a)(3). This paragraph is intended to be (and shall be interpreted to be) consistent with Code §409A(a)(3), Code §409A(a)(4)(C) and related guidance.

5.4  Death Benefits, if any, shall be paid in the form of a single lump sum as soon as administratively feasible after the Participant’s death. In the event of a Participant’s death after the Participant has qualified for Retirement Benefits, (i) if the Participant elected a lump sum form of benefit which has not been paid by the time of the Participant’s death, such benefit shall be paid to the Participant’s Beneficiary; (ii) if the Participant elected a single life annuity with a guaranteed number of payments and not all of the guaranteed payments have been made, the remaining guaranteed payments shall be paid to the Participant’s Beneficiary; and (iii) if the Participant elected a joint and survivor annuity and is survived by the joint annuitant, benefits shall continue to the joint annuitant for the joint annuitant’s life.

5.5  Severance Benefits shall be paid in the form of equal monthly installments commencing as of the first of the month after the Participant’s Separation from Service, provided that payments shall be withheld until the first of the month on or after the completion of six months after the Participant’s Separation from Service, at which time an initial payment shall be made equal to the sum of the withheld monthly installments.

5.6  At any time that the Company is publicly traded on an established securities market (as defined for purposes of Code §409A) and a distribution is to be made to a Specified Employee (as defined for purposes of Code §409A(a)(2)(B)(i)) on account of a Separation from Service, no distribution shall be made before the date which is 6 months after the date of the Specified Employee’s Separation from Service.

Section 6. Beneficiary Designation

6.1  Each Participant shall file with the Committee a written designation of a Beneficiary to receive any benefit payable to a Beneficiary under this Plan on or after the

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Participant’s death. The designation shall be made in such form as may be prescribed by the Committee. A Participant may, from time to time, amend or revoke his or her designation of Beneficiary.

6.2  If a Participant fails to designate a Beneficiary, if neither the primary designated Beneficiary nor any contingent Beneficiary survives the Participant or if a Participant’s designation of Beneficiary fails for any other reason, then any benefit otherwise payable to the Participant’s Beneficiary will be distributed to the Participant’s estate.

Section 7. Claims Procedures

7.1  Any person or entity (hereinafter referred to as “Claimant”) claiming a benefit, requesting an interpretation or ruling under the Plan, or requesting information under the Plan shall present the request in writing to the Administrative Committee, which shall respond in writing as soon as practical, but in no event later than ninety (90) days after receiving the initial claim.

7.2  If the claim or request is denied, the written notice of denial shall state:

(i)  the reasons for denial, with specific reference to the Plan provisions on which the denial is based;

(ii)  a description of any additional material or information required and an explanation of why it is necessary, in which event the time period indicated in Section 7.1, above, shall be one hundred and eighty (180) days from the date of the initial claim; and

(iii)  an explanation of the Plan’s claim review procedure.

7.3  Any Claimant whose claim or request is denied or who has not received a response within sixty (60) days may request a review by notice given in writing to the Administrative Committee. Such request must be made within sixty (60) days after receipt by the Claimant of the written notice of denial, or in the event Claimant has not received a response sixty (60) days after receipt by the Administrative Committee of Claimant’s claim or request. The claim or request shall be reviewed by the Administrative Committee which may, but shall not be required to, grant the Claimant a hearing. On review, the Claimant may have representation, examine pertinent documents, and submit issues and comments in writing.

7.4  The decision on review shall normally be made within sixty (60) days after the Administrative Committee’s receipt of a Claimant’s claim or request. If an extension of time is required for a hearing or other special circumstances, the Claimant shall be notified and the time limit shall be one hundred twenty (120) days. The decision shall be in writing and shall state reasons supporting the decision and the relevant Plan provisions. All decisions on review shall be final and bind all parties concerned.

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Section 8. General Provisions

8.1  The rights of a Participant to the payment of deferred compensation as provided in the Plan shall not be assigned, pledged, or encumbered or be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, whether voluntary or involuntary, including, but not limited to, any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of any Participant. Any such attempted assignment or transfer shall be void.

8.2  The Plan is intended to constitute an unfunded deferred compensation arrangement for a select group of management and highly compensated employees. Nothing contained in the Plan, and no action taken pursuant to the Plan, shall create or be construed to create a trust of any kind. The Company’s obligations hereunder shall be an unfunded and unsecured promise to pay money in the future for tax purposes and for purposes of Title I of ERISA. A Participant’s right to receive benefits hereunder shall be no greater than the right of an unsecured general creditor of the Company. Benefits shall be paid from the general funds of the Company, and no special or separate fund shall be established and no segregation of assets shall be made to assure payment of such benefits. Notwithstanding the foregoing, the Company may, in its discretion and in conjunction with maintaining this Plan, establish a so-called “rabbi trust.” Any such trust created by the Company, and any assets held thereunder to assist the Company in meeting its obligations under this Plan, may be based on the Revenue Procedure 92-64 model trust (or subsequent guidance issued by the IRS).

8.3  Nothing contained in the Plan shall give any Participant the right to continue in the employment of the Company or affect the right of the Company to discharge a Participant.

8.4  The Plan shall be construed and governed in accordance with the laws of the State of Connecticut, to the extent not preempted by Federal law.

Section 9. Taxes and Income Tax Withholding

9.1  The Company shall deduct from all amounts paid under this Plan any taxes required to be withheld by the Company under any federal, state, or local government tax statutes. The Participants will be responsible for all federal, foreign, state and local income taxes and any other taxes imposed on amounts paid under this Plan.

Section 10. Amendment, Suspension or Termination

10.1  The Company, by action of its Board of Directors (or its delegate), may amend or terminate the Plan at any time and for any reason, provided, however, that no

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amendment or termination of the Plan shall adversely affect the vested benefits payable hereunder to any Participant for service rendered prior to the effective date of such amendment or termination.

[signature page follows]

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IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has set his or her hand this 26th day of March, 2007.

	PROLIANCE INTERNATIONAL, INC.
By:	/s/ Paul R. Lederer
	Its Chairman of the Board
	Duly Authorized

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EX-10.3

PROLIANCE INTERNATIONAL, INC.

RESTRICTED STOCK AGREEMENT

This Agreement (this “Agreement”) is made as of March 26, 2007 (the “Date of Grant”), by and between Proliance International, Inc., a Delaware corporation (the “Company”), and Charles E. Johnson (the “Grantee”).

1.  Grant of Restricted Stock. Subject to and upon the terms, conditions, and restrictions set forth in this Agreement and in the Proliance International, Inc. Equity Incentive Plan (the “Plan”), the Company hereby grants to the Grantee 17,689 shares of common stock of the Company. These shares are referred to in this Agreement as “Restricted Shares” during the applicable Restriction Period (as defined in paragraph 4(c) hereof). Acceptance of the Restricted Shares shall be deemed to be agreement by the Grantee to the terms and conditions set forth in this Agreement and the Plan. Certificates representing the Restricted Shares may not be sold or otherwise transferred and must be held by the Grantee until the end of the applicable Restriction Period. Until such terms and conditions have lapsed with respect to any Restricted Shares, the certificate for such shares will, at the Company’s option, remain in the physical possession of the Company or bear a legend to the effect that they were issued or transferred subject to, and may be sold or otherwise disposed of only in accordance with, the terms of this Agreement and the Plan.

2.  Stockholder Status. Effective upon the Date of Grant, the Grantee will be a holder of record of the Restricted Shares and will have all rights of a stockholder with respect to such shares (including the right to vote such shares at any meeting of stockholders of the Company and the right to receive all dividends paid with respect to such shares), subject only to the terms and conditions imposed by this Agreement and the Plan.

3.  Effect of Changes in Capitalization. The number of Restricted Shares are subject to adjustment as provided in Section 6 of the Plan. Any additional or different shares or securities issued as the result of such an adjustment will be held or delivered in accordance with this Agreement and will be deemed to be included within the term “Restricted Shares”.

4.  Lapse of Restrictions.

(a)  The restrictions set forth in paragraph 5 below will lapse to the extent of one-third of the Restricted Shares on each of the first three anniversaries of the Date of Grant; provided, that if the Grantee agrees to reduce his 2007 base salary by an amount equal to $75,000, the restrictions set forth in paragraph 5 below will lapse instead, in their entirety, on the second anniversary of the Date of Grant.

(b)  Notwithstanding paragraph 4(a), the restrictions set forth in paragraph 5 below will lapse on all Restricted Shares at the close of business on the date on which a Change in Control of the Company (as defined below in this paragraph 4(b)) shall occur. For purposes of this Agreement, a “Change in Control” will occur (a) upon the public announcement that any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of the stock of the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 30% or more of the combined voting power of the Company’s then outstanding securities, (b) if, during any period of two consecutive years, individuals who at the beginning of such period constitute the Company’s Board of Directors (the “Board”), and any new director (other than a director designated by a person that has entered into an agreement with the Company to effect a transaction described in clause (a), (c) or (d) of this sentence) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least 2/3 of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof, (c) if the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 80% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) acquires more than 30% of the combined voting power of the Company’s then outstanding securities, or (d) if the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.

(c)  Notwithstanding paragraph 4(a), the restrictions set forth in paragraph 5 below will lapse on all Restricted Shares if (i) the Grantee’s employment with the Company is terminated in the event of death, Disability or Retirement of the Employee; (ii) the Company terminates the Grantee’s Term of Employment and the Employee’s employment without Serious Cause, or (iii) the Grantee terminates the Term of Employment for Good Reason (capitalized terms used in this paragraph 4(c) but not otherwise defined in this Agreement shall have the meanings provided in the Employment Agreement between the Company and the Grantee dated March 12, 2001, as amended).

(d)  As soon as practicable after the restrictions with respect to any installment of Restricted Shares lapse at the end of the period applicable to such

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installment set forth in paragraphs 4(a), 4(b) and 4(c) above (the “Restriction Period”), the Company will deliver to the Grantee, or the Grantee’s legal representative in case of the Grantee’s death, promptly after surrender of the Grantee’s certificate(s) for the Restricted Shares to the Treasurer of the Company, the certificate or certificates for such shares free of any legend or further restrictions together with, if applicable, a new certificate representing any remaining Restricted Shares. It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon the lapse of restrictions that the Grantee (or any person entitled to act under this paragraph 4(d)) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying its liability to withhold federal, state or local income or other taxes by reason of such issuance or transfer. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock.

5.  Restrictions. During the Restriction Period, neither the Restricted Shares nor any right or privilege pertaining thereto may be sold, transferred, assigned, pledged, hypothecated or otherwise disposed of or encumbered in any way, by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of or encumber the Restricted Shares or any right or privilege pertaining thereto, otherwise than by will or by the laws of descent and distribution, or upon the levy of any execution, attachment or similar process thereupon, the Restricted Shares and all rights and privileges given hereby shall immediately terminate and the Restricted Shares shall be forfeited to the Company pursuant to paragraph 6 hereof.

6.  Forfeiture.

(a)  All the Grantee’s rights to, and interest in, the Restricted Shares shall terminate and be forfeited to the Company without payment of consideration if either (i) the Grantee’s employment by the Company or any subsidiary thereof terminates (or, if the Grantee is no longer employed by the Company but has become a consultant to the Company under a post-employment consulting arrangement, such consulting arrangement terminates) for any reason; provided, however, that the Grantee’s employment will not be deemed to have terminated for this purpose while the Grantee is on a leave of absence which has been approved by the Company or while the Grantee is serving as a consultant to the Company or any subsidiary thereof under a post-employment consulting arrangement, or (ii) any action prohibited by paragraph 5 hereof is taken. For purposes of this Agreement, a transfer of employment from the Company to a subsidiary or from a subsidiary to the Company or between subsidiaries shall not be deemed a termination of employment.

(b)  If Restricted Shares are forfeited for any of the reasons stated in paragraph 6(a) hereof, such forfeiture shall be effective upon the occurrence of the event giving rise to the forfeiture. The Grantee agrees to repay to the Company all dividends, if any, paid after such event with respect to the Restricted Shares which have been forfeited.

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(c)  If at any time the Grantee forfeits any Restricted Shares pursuant to this Agreement, the Grantee agrees to return the certificate or certificates for such Restricted Shares to the Company duly endorsed in blank or accompanied by a stock power duly executed in blank.

(d)  Determination as to whether an event has occurred resulting in the forfeiture of, or lapse of restrictions on, Restricted Shares, in accordance with this Agreement, shall be made by the Compensation Committee, and all determinations of the Committee shall be final and conclusive.

7.  Company Right to Terminate Employment and Other Remedies. Nothing provided herein shall be construed to affect in any way the right or power of the Company, subject to the provisions of any other written agreement between the Grantee and the Company relating to the subject matter, to terminate the Grantee’s employment as an employee of or a consultant to the Company at any time for any reason with or without cause, nor to preclude the Company from taking any action or enforcing any remedy available to it with respect to any action or conduct on the Grantee’s part.

8.  Additional Documents.

(a)  It is the intention of the Company that this award of Restricted Shares shall meet the requirements of, and result in the application of, the rules prescribed by Section 83 of the Internal Revenue Code of 1986, as in effect at the date hereof, and applicable regulations thereunder. Accordingly, each and every provision shall be construed and interpreted in such manner as to conform with such intention and the Company reserves the right to execute and to require the Grantee to execute any further agreements or other instruments, which may be effective as of the date of the award of the Restricted Shares covered by this Agreement, including, but without limitation, any instrument modifying or correcting any provision hereof, or any action taken hereunder or contemporaneously herewith, and to take any other action, which may be effective as of the date of the award of the Restricted Shares covered by this Agreement, that, in the opinion of counsel for the Company, may be necessary or desirable to carry out such intention.

(b)  If the Grantee fails, refuses or neglects to execute and deliver any instrument or document or to take any action requested by the Company to be executed or taken by the Grantee pursuant to the provisions of paragraph 8(a) above for a period of 30 days after the date of such request, the Company may require the Grantee, within ten 10 days after delivery to the Grantee of a written demand by the Company, to forfeit all Restricted Shares then held by the Grantee.

9.  Amendments. Any amendment to the Plan will be deemed to be an amendment to this Agreement to the extent that the amendment is applicable

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hereto; provided, however, that no amendment will impair the rights of the Grantee under this Agreement without the Grantee’s consent.

10.  Severability. In the event that one or more of the provisions of this Agreement is invalidated for any reason by a court of competent jurisdiction, any provision so invalidated will be deemed to be separable from the other provisions hereof, and the remaining provisions hereof will continue to be valid and fully enforceable.

11.  Relation to Plan. This Agreement is subject to the terms and conditions of the Plan. In the event of any inconsistency between the provisions of this Agreement and the Plan, the Plan as interpreted and construed by the Compensation Committee will govern. Capitalized terms used herein without definition will have the meanings assigned to them in the Plan. The Compensation Committee acting pursuant to the Plan, as constituted from time to time, will, except as expressly provided otherwise herein, have the right to determine any questions which arise in connection with this Agreement and the Restricted Shares.

12.  Successors and Assigns. Without limiting Section 4 hereof, the provisions of this Agreement will inure to the benefit of, and be binding upon, the successors, administrators, heirs, legal representatives and assigns of the Grantee, and the successors and assigns of the Company.

13.  Governing Law. The interpretation, performance and enforcement of this Agreement will be governed by the laws of the State of Delaware, without giving effect to the principles of conflict of laws thereof. Each party to this Agreement hereby consents and submits himself, herself or itself to the jurisdiction of the courts of the State of Delaware for the purposes of any legal action or proceeding arising out of this Agreement.

14.  Notices. Any notice to the Company provided for herein will be in writing to the Company and any notice to the Grantee will be addressed to the Grantee at his or her address on file with the Company. Except as otherwise provided herein, any written notice will be deemed to be duly given if and when delivered personally or sent by courier service, registered mail or electronic means of communication, and addressed as aforesaid. Any party may change the address to which notices are to be given hereunder by notice to the other party as herein specified (provided that for this purpose any mailed notice will be deemed given on the third business day following deposit of the same in the mail).

[Signature page follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its duly authorized officer and Grantee has also executed this Agreement in duplicate, as of the day and year first above written.

PROLIANCE INTERNATIONAL, INC.
By:	/s/ Paul R. Lederer
Name:	Paul R. Lederer
Title:	Chairman of the Board

The undersigned Grantee hereby acknowledges receipt of an executed original of this Restricted Stock Agreement and accepts the Restricted Shares granted hereunder, subject to the terms and conditions of the Plan and the terms and conditions set forth herein.

     /s/ Charles E. Johnson

Charles E. Johnson

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