EXHIBIT 10.3

                          PROLIANCE INTERNATIONAL, INC.
                     PERFORMANCE RESTRICTED STOCK AGREEMENT

     This Agreement (this "Agreement") is made as of         ,      (the "Date
of Grant"), by and between Proliance International, Inc., a Delaware corporation
(the "Company"), and [Grantee] (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 [      ] 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 25% of the Restricted Shares on each of the first four anniversaries
of the Date of Grant; provided that the first tranche of such shares shall not
vest prior to the final determination by the Compensation Committee as to
whether the 2006 financial thresholds to be provided separately by the
Compensation Committee have been achieved.



     (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) 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 installment set forth in paragraphs 4(a) and 4(b) 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(c)) 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,


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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 (or
in the case of clause (iii) below, some or all of the Grantee's rights to, and
interest in, the Restricted Shares, as the case may be) shall terminate and be
forfeited to the Company without payment of consideration if (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, or (iii) the Company fails to meet certain
financial thresholds as provided by the Compensation Committee. 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.

     (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.


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     (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 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.


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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:
                                            ------------------------------------
                                        Name:
                                        Title:

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.

                                        ----------------------------------------
                                        [Name]


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