Exhibit 10.2


 


AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT


 


This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and
between PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Jeffrey Robinson (the
“Executive”) as of March 24,
2009.  Terms not otherwise defined herein
shall have the meanings ascribed to them under that certain Employment
Agreement dated as of April 24, 2008 by and between the Executive and the
Company (the “Prior Agreement”).


 


RECITALS


 


WHEREAS, prior to the date
hereof, the Executive has been employed by the Company pursuant to the terms of
the Prior Agreement; and


 


WHEREAS, the parties hereto
desire to amend the Prior Agreement to provide for increased severance benefits
in connection with the Company’s termination of the Executive’s employment
without Cause, the Executive’s resignation for Good Reason or the Company’s
election not to renew the Employment Term or any Renewal Term.


 


AGREEMENT


 


NOW, THEREFORE, pursuant to Section 19 of the Prior Agreement, and
in consideration of the promises and mutual agreements contained herein, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


 


1.                                       Amendment to Section 4(b)(iv):  Section 4(b)(iv) of
the Prior Agreement is hereby amended to delete the definition of the term “Severance” which now appears in the
new subsection 4(b)(v), as more particularly set forth below. Accordingly, Section 4(b)(iv) of
the Prior Agreement shall now read as follows:


 


“(iv)  the acceleration of vesting
of stock options and other equity awards then held by Employee with respect to
shares comprising fifty percent (50%) of the unvested shares under such stock
options or other equity awards as of the date of termination; and”


 


2.                                       Amendment
to Section 4(b):    The
following new subsection (v) is hereby added to Section 4(b) of
the Prior Agreement:


 


“(v) the
Bonus, determined as follows:


 


(1)           any unpaid Bonus
(including full discretionary components thereof) relating to completed bonus
periods preceding the date of termination (for example, (i) if Employee is
terminated in January, prior to the payment of bonuses related to the preceding
fiscal year, Employee shall be entitled to the payment of the Bonus related to
such preceding year and (ii) if Employee is terminated in July, prior to
the payment of bonuses related to the preceding fiscal quarters, Employee shall
be entitled to the payment of the Bonus related to such preceding quarters), if
any;


 


plus


 

















 


(2)           the Bonus within the
Applicable Bonus Plan (as defined below) that the Employee would have received
at one hundred percent (100%) of performance targets (including full
discretionary components thereof) as if the Employee had continued working for
the Company throughout the twelve (12) month period following the date of
termination (the “Forward Bonus”). The “Applicable Bonus Plan” shall be the
Company’s bonus plan then in effect if such plan contemplates the Employee or,
if no bonus plan is then in effect that contemplates the Employee, the bonus
plan for the immediately preceding bonus period.


 


The
unpaid Bonus described in subsection (1) above shall be payable on or
about the termination date, and the Forward Bonus shall be payable in equal
monthly installments during the twelve (12) month period following the
termination.


 


Section 4(b)(i), (ii),
(iii), (iv), and (v) are collectively referred to herein as the “Severance”.”


 


3.                                       Continuation of the Prior
Agreement.  Except as otherwise expressly provided
herein, the Prior Agreement will continue in full force and effect, in
accordance with its terms.


 


Signature
page follows.


 

















 


IN WITNESS WHEREOF, the parties hereto have executed
this Amendment No. 1 to Employment Agreement as of the date first above
written.


 


 


	
   

  	
  THE
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  PROS
  REVENUE MANAGEMENT, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  PROS
  Revenue I, LLC

  
	
   

  	
   

  	
  its
  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Albert E. Winemiller

  
	
   

  	
  Name:
  Albert E. Winemiller

  
	
   

  	
  Title:
  President and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Jeff Robinson

  
	
   

  	
  Jeffrey
  Robinson

  



 


Signature page to Amendment No. 1
to Employment Agreement of Jeffrey Robinson