Exhibit 10.4


 


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 Charles H. Murphy
(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/
  Albert E. Winemiller

  
	
   

  	
  Name: Albert E. Winemiller

  
	
   

  	
  Title: President and Chief
  Executive Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Charles H. Murphy

  
	
   

  	
  Charles H. Murphy

  



 


Signature
page to Amendment No. 2 to Employment Agreement of Charles H. Murphy