AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT

Employment Agreement Amendment

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This Employment Agreement Amendment involves

PROLIANCE INTERNATIONAL, INC.

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Title: AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT
Date: 8/12/2008
Industry: CARPRT Sector: CYCLIC

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EX-10.1

AMENDMENT NO. 5
TO
EMPLOYMENT AGREEMENT

This AMENDMENT NO. 5 TO EMPLOYMENT AGREEMENT is executed this 8th day of August, 2008 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 and December 6, 2007 (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 wis

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