EX-10.1












AMENDMENT NO. 6

TO

EMPLOYMENT AGREEMENT





     This AMENDMENT NO. 6 TO EMPLOYMENT AGREEMENT is executed this 27th day of January, 2009 by and
between Proliance International, Inc. (formerly known as Transpro, Inc.), a Delaware corporation
(the “Company”) and Charles E. Johnson (the “Employee”).



W I T N E S S E T H:




     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, May 4, 2006, March 26, 2007, December 6, 2007 and
August 8, 2008 (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 renew and revise a temporary reduction in the base salary of the
Employee during calendar year 2009.



     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. The Employee accepts and acknowledges that the Proliance International, Inc. Supplemental
Executive Retirement Plan has been amended as of January 27, 2009 to cease all future benefit
accruals thereunder as of March 31, 2009.



     3. Except as expressly amended hereby, the Agreement remains unchanged and in full force and
effect. This Amendment No. 6 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]










 









 










     IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 6 on the year and date
first above written.



	 	 	 	 	 
	 	PROLIANCE INTERNATIONAL, INC.

 	 
	 	By:  	/s/ Barry R. Banducci
 	 
	 	 	Name:  	Barry R. Banducci 	 
	 	 	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 2009 from $500,000
to $425,000. Salary payments for the period January 1, 2009 through December 31, 2009 will be made
in equal installments, to the extent practicable, in accordance with the Company’s ordinary payroll
practices. Bonus eligibility for 2009 will be based upon a $425,000 base salary level. Effective
January 1, 2010, 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.



Should the Employee’s employment relationship with the Company terminate during calendar year 2009
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, any such
payments based upon base salary will be calculated based upon the Employee’s annual salary rate of
$425,000 per year.










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