EXHIBIT10.1
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PROLIANCE INTERNATIONAL, INC.
BOARD POLICY ON DIRECTOR ELECTIONS
The Amended and Restated Bylaws of Proliance International, Inc. (the
"Corporation") provide that Directors of the Corporation are elected by a
plurality vote. However, as a matter of good corporate governance, the Board
expects each Director to tender his or her resignation prior to any meeting of
the stockholders of the Corporation at which the Director's seat on the Board
will be subject to election, provided that the resignation shall take effect
only if the number of votes cast against the Director's election and the number
of votes withheld from the Director's election exceed, in the aggregate, the
number of votes cast for the Director's election. The Board shall nominate for
election or re-election as Director only candidates who agree to tender,
promptly following the annual meeting at which they are elected or re-elected as
Director, such a resignation letter. In addition, the Board shall fill Director
vacancies and new directorships only with candidates who agree to tender,
promptly following their appointment to the Board, the same form of resignation
tendered by other Directors in accordance with this Board Policy on Director
Elections.
If the number of votes cast against the incumbent Director's election and the
number of votes withheld from the incumbent Director's election exceed, in the
aggregate, the number of votes cast for the Director's election, the Nominating
and Governance Committee will act on an expedited basis to determine whether to
accept the Director's resignation and will submit such recommendation for prompt
consideration by the Board. The Board expects the Director whose resignation is
under consideration to abstain from participating in any decision regarding that
resignation. The Nominating and Governance Committee and the Board may consider
any factors they deem relevant in deciding whether to accept a Director's
resignation. The Board shall render its final decision with respect to the
matter not later than ninety (90) days following the applicable stockholders
meeting.
Notwithstanding the foregoing, the Director resignation requirement shall not
take effect in the case of a contested election, which is defined as any meeting
of stockholders for which (i) the Secretary of the Corporation receives a notice
that a stockholder has nominated a person for election to the Board of Directors
in compliance with the advance notice requirements for stockholder nominees for
director set forth in the Corporation's Amended and Restated Bylaws and (ii)
such nomination has not been withdrawn by such stockholder on or prior to the
day next preceding the date the Corporation first mails its notice of meeting
for such meeting to the stockholders.
