EXHIBIT 10.3


 


AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT


 


This AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between
PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Albert
E. Winemiller (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 September 30,
2005 by and between the Executive and the Company, as amended by Amendment No. 1
to Employment Agreement, dated April 2, 2007 (collectively, 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 (a) without Cause, the Executive’s
resignation for Good Reason or the Company’s election not to renew the
Employment Term or any Renewal Term, and (b) without Cause or the
Executive’s resignation for Good Reason in connection with a Change in Control.


 


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 3:  The following new subsection (d) is
hereby added to Section 3 (“Compensation”) of the Prior Agreement:


 


“(d)   Bonus.
Employee shall be entitled to participate in the Company’s employee bonus plans
as authorized by the Board, or the Compensation Committee thereof, from time to
time (any bonus amounts payable pursuant to such plans being a “Bonus”). Any Bonus
shall be less statutory and other authorized deductions and withholdings and
payable in accordance with the terms of the bonus plan.”


 


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.”


 


3.  Amendment
to Section 4(c):


 


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


 


“(iv)  the
acceleration of vesting of stock options and other equity awards granted to the
Executive prior to April 2, 2007 with respect to such shares that would
have vested in the twelve (12) months following such date of termination;
and”


 


(ii) The
following new subsection (v) is hereby added to Section 4(c) 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 eighteen (18) 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 eighteen (18) month period following the
termination.


 

















 


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


 


4.  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. 2 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/
  Charles H. Murphy

  
	
   

  	
  Name:
  Charles H. Murphy  

  
	
   

  	
  Title:
  Executive Vice President and Chief Financial

  
	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/
  Albert E. Winemiller

  
	
   

  	
  Albert
  E. Winemiller

  
				



 


Signature page to Amendment No. 2 to
Employment Agreement of Albert E. Winemiller