THIS EMPLOYMENT AGREEMENT, dated as of March 12, 2001, by and between TransPro, Inc., a
Delaware corporation (the "Company"), and Charles E. Johnson (hereinafter called the "Employee").
WHEREAS, the Company desires that the Employee serve as the President and Chief Executive Officer of the
Company and the Employee is willing to serve the Company in such capacities.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable
consideration, the parties hereto agree as follows:
Section 1. Employment
Effective as of March 12, 2001, the Company will employ the Employee and the Employee will perform services
for the Company and its subsidiaries on the terms and conditions set forth in this Agreement and for the period
specified in Section 3 hereof ("Term of Employment").
Section 2. Duties
The Employee, during the Term of Employment, will serve the Company as its President and Chief Executive
Officer. The Employee shall be based at the Company's headquarters in New Haven, Connecticut, other than for
periodic travel in the ordinary course of business. The Employee will have such duties and responsibilities as are
assigned to him by the Board of Directors of the Company commensurate with his position as President and
Chief Executive Officer of the Company.
The Employee will perform his duties hereunder faithfully and to the best of his abilities and in furtherance of the
business of the Company and its subsidiaries, and will devote his full business time, energy, attention and skill to
the business of the Company and its subsidiaries and to the promotion of its interests, except as otherwise agreed
by the Company.
The Employee warrants and represents that he is free to enter into this Agreement and is not restricted by any
prior or existing agreement and the Company may rely on such representation in entering into this Agreement.
Section 3. Term of Employment
The initial Term of Employment of this Agreement wil