exv10w1






Exhibit 10.1




EMPLOYMENT AGREEMENT




     THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2011
(the “Effective Date”) by and between PROS Revenue Management, L.P., a Delaware limited partnership
(the “Company”), and Andres Reiner (the “Employee”). The Company and the Employee are sometimes
collectively referred to herein as the “Parties” and individually referred to herein as a “Party.”



RECITALS




     WHEREAS, the Employee and the Company desire to enter into an employment agreement containing
the material terms and conditions set forth herein.



     WHEREAS, the Parties intend that this Agreement memorialize all of the rights, duties and
obligations of the Parties with respect to the employment of Employee with the Company.



AGREEMENT




     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and adequacy of which is acknowledged, the Parties hereby agree as
follows:


1. Position and Duties. Employee shall be employed by the Company as Chief Executive Officer and
President and will have such corresponding duties and responsibilities as determined by the Board
of Directors (the “Board”) of PROS Holding, Inc. (the “Parent”). Employee agrees to devote his
full time, energy and skill to his responsibilities and duties to the Company.



2. At-Will Employment. Employee’s employment with Company is at-will and not for any specified
period and may be terminated at any time with or without cause or advance notice by either Employee
or Company, subject to the conditions set forth in Section 4 below. No representative of Company,
other than the Board, has the authority to alter the at-will employment relationship. Any change
to the at-will employment relationship must be by specific, written agreement signed by Employee
and the Chairman of the Compensation Committee of the Board. Nothing in this Agreement is intended
to or shall be construed to contradict, modify or alter this at-will relationship. Employee agrees
to resign from the Board of Directors of the Company immediately upon the termination of his
employment for any reason.



3. Compensation. Employee shall be compensated by the Company for the performance of his duties
and obligations hereunder as follows:




     (a) Salary. Employee shall be paid a salary of $27,083.33 per month, less applicable
withholdings and deductions, in accordance with the Company’s normal payroll procedures (the
“Salary”). Employee shall receive a one-time payment of $22,159.09 related to the difference in
compensation from November 15, 2010 to the Effective Date.



     (b) Benefits. Employee shall be eligible, on the same basis as other employees of the
Company, to participate in and to receive the benefits of the Company’s employee benefit plans



 









 




and vacation, holiday and business expense reimbursement policies, each as in effect from time
to time.




     (c) Review. The Compensation Committee will review the Salary of Employee provided hereunder
on a periodic basis consistent with its review of other management generally and may adjust upward
in its discretion such Salary.



     (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. Pursuant to the Company’s Corporate Governance Guidelines, the Company’s Board of Directors
will consider and make a decision in its sole discretion to recoup, under applicable law, any Bonus
awarded to Employee, if Employee’s fraud or intentional misconduct significantly contributed to a
restatement of financial results that led to the awarding of Employee’s Bonus(es).


4. Termination. Employee agrees that his employment is on an at-will basis and may be terminated
at any time by the Company or the Employee, with or without cause. Upon the termination
(voluntarily or otherwise) of Employee’s employment with the Company, neither Party shall have any
continuing obligations or liabilities with respect to compensation, benefits, or severance except
as set forth in this Section 4.




     (a) Voluntary Termination; Termination for Cause. If Employee’s employment is voluntarily
terminated by Employee other than for Good Reason (a “Voluntary Termination”) or is terminated by
the Company for Cause (as defined below), Employee shall be entitled to no compensation or benefits
from the Company other than accrued and unpaid compensation and benefits through the date of
termination (“Termination Date”). For purposes of this Section 4, a termination of Employee’s
employment as a result of his death or Disability (as defined below) shall constitute a Voluntary
Termination.




     (i) “Cause” shall mean (a) the unauthorized use or disclosure of the confidential
information or trade secrets of the Company, which use or disclosure causes material harm to
the Company; (b) conviction of or a plea of “guilty” or “no contest” to a felony under the
laws of the United States or any thereof; (c) any intentional wrongdoing by Employee,
whether by omission or commission, which adversely affects the business or affairs of the
Company (or any parent or subsidiary); or (d) continued failure to perform assigned duties
after receiving written notification from the Board and following a reasonable cure period.




     (ii) “Disability” shall mean the good-faith determination by the Board after
consultation with medical personnel that the Employee has ceased to be able to materially
perform his duties and obligations, with or without reasonable accommodation, due to a
mental or physical illness or incapacity that is reasonably expected to materially prevent
Employee from performing his duties and obligations for a period of not less than ninety
(90) days.



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     (iii) “Good Reason” shall mean, without the express written consent of Employee, the
occurrence of any one or more of the following:




          (A) a material diminution in Employee’s authority, duties or responsibilities
or the assignment of duties to Employee that are not materially commensurate with
Employee’s position with Company;




          (B) any material reduction by the Company of the Employee’s Salary;




          (C) the relocation of the principal place of the Employee’s service to a
location that is more than fifty (50) miles from the Employee’s principal place of
service as of the date of this Agreement; or




          (D) any failure by the Company to continue to provide Employee with the
opportunity to participate, on terms no less favorable than those in effect for the
benefit of any employee holding a comparable position with the company, in any
material benefit or compensation plans and programs, which results in a material
detriment to Employee.




In the case of Employee’s allegation of Good Reason, (A) Employee shall provide notice to
Company of the event alleged to constitute Good Reason within 60 days of the occurrence of
such event, and (B) Company shall have the opportunity to remedy the alleged Good Reason
event within 30 days from receipt of notice of such allegation.



     (b) Termination Without Cause or for Good Reason. In the event Employee’s employment is
terminated by the Company without Cause or by Employee for Good Reason, Employee shall be entitled
to accrued and unpaid compensation through the Termination Date. In addition, provided Employee
signs, does not revoke, and delivers to Company, within seven (7) days following the Termination
Date, a general release and waiver in a form acceptable to the Company, attached hereto as
Exhibit A (the “Severance Conditions”), Employee shall receive the following severance
package:




     (i) a severance payment equivalent to Employee’s then current base annual salary, less
applicable withholding and deductions, paid in equal installments over a one-year period on
Company’s regular paydays, with the first such installment payment made on the first payday
following the Termination Date, provided, however, that Employee agrees to refund to the
Company any and all severance payments if the Severance Conditions are not met; and




     (ii) the premiums required to continue Employee’s group health care coverage for a
period of twelve (12) months following the Termination Date, under the applicable provisions
of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) provided that
Employee elects to continue and remains eligible for these benefits under COBRA; and




     (iii) the acceleration of vesting of stock options and other equity awards with respect
to such shares that would have vested following the Termination Date; and



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     (iv) the Bonus, determined as follows:




          (A) any unpaid Bonus (including full discretionary components thereof) relating
to completed bonus periods preceding the Termination Date (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




          (B) 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
Termination Date (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 (A) above shall be payable on the first
payday following the Termination Date, provided, however, that Employee agrees to
refund to the Company any and all unpaid Bonus payments described in subsection (A)
above if the Severance Conditions are not met, and the Forward Bonus shall be
payable in 12 equal monthly installments.



     (c) Termination in Connection with Change in Control. For the purpose of this Agreement,
“Change in Control” shall mean: (1) a merger or consolidation of the Company with or into another
corporation or other entity (with respect to which less than a majority of the outstanding voting
power of the surviving or consolidated corporation is held by persons who are stockholders of the
Company immediately prior to such event); (2) the sale or transfer of all or substantially all of
the properties and assets of the Company; (3) any purchase by any party (or group of affiliated
parties) of shares of capital stock of the Company (either through a negotiated stock purchase or a
tender for such shares), the effect of which is that such party (or group of affiliated parties)
that did not beneficially own a majority of the voting power of the outstanding shares of capital
stock of the Company immediately prior to such purchase beneficially owns at least a majority of
such voting power immediately after such purchase; or (4) any other change of control of fifty
percent (50%) or more of the outstanding voting power of the Company in a single transaction or
series of related transactions, but for purposes of this subsection (4) excluding an underwritten
public offering by the Company of shares of Common Stock or other securities.



     In the event the Employee’s employment is terminated without Cause or voluntarily by the
Employee for Good Reason within six (6) months before a Change in Control or anytime after a Change
in Control, the Employee shall be entitled to accrued and unpaid compensation through the
Termination Date. In addition, provided Employee complies with the Severance



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Conditions described in Section 4(b) above, Employee shall receive the following severance
package:





     (i) a severance payment equivalent to Employee’s then current base annual salary, less
applicable withholding and deductions, paid in equal installments over an 18-month period on
Company’s regular paydays, with the first such installment payment made on the first payday
following the Termination Date, provided, however, that Employee agrees to refund to the
Company any and all severance payments if the Severance Conditions are not met; and




     (ii) the premiums required to continue Employee’s group health care coverage for a
period of eighteen (18) months following the Termination Date, under the applicable
provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) provided
that Employee elects to continue and remains eligible for these benefits under COBRA; and




     (iii) the acceleration of vesting of stock options and other equity awards with respect
to such shares that would have vested following the Termination Date; and




     (iv) the Bonus, determined as follows:




          (A) any unpaid Bonus (including full discretionary components thereof) relating
to completed bonus periods preceding the Termination Date (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




          (B) the Bonus within the Applicable Bonus Plan (as defined above) 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
Termination Date (the “CIC Forward Bonus”).




The unpaid Bonus described in subsection (A) above shall be payable on the first
payday following the Termination Date, provided, however, that Employee agrees to
refund to the Company any and all unpaid Bonus payments described in subsection (A)
above if the Severance Conditions are not met, and the CIC Forward Bonus shall be
payable in 18 equal monthly installments, with the first such installment payment
being made on the first payday following the Termination Date.


5. Confidential Information. Employee acknowledges and agrees that the Company considers to be
confidential the information and data obtained by him while employed by the Company concerning the
actual or anticipated business or affairs of the Company, its subsidiaries or affiliates
(collectively, “Confidential Information”) and that such Confidential






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Information is the property of the Company and/or the respective subsidiary or affiliate.
Therefore, Employee agrees that he shall not disclose to any unauthorized person (other than his
attorney under an obligation of confidentiality and to the extent necessary to provide legal advice
to Employee regarding any termination his employment for Good Reason) or use for his own purposes
any Confidential Information without the prior written consent of the Board, unless and to the
extent that the aforementioned matters become generally known to and available for use by the
public or persons knowledgeable in the Company’s industry other than as a result of Employee’s acts
or omissions which constitute a breach hereof. Employee shall deliver to the Company at the
termination (whether voluntary or otherwise) of Employee’s employment, or at any other time the
Company may request, all memoranda, notes, plans, records, reports, computer tapes, printouts and
software and other documents and data (and copies thereof) relating to the Confidential
Information, Work Product (as defined below) or the business or business anticipated to be
conducted by the Company within one year of termination, its subsidiaries or affiliates (including,
without limitation, trade secrets, business or marketing plans, reports, projections, diskettes,
intangible information stored on diskettes, software programs and data compiled with the use of
those programs, tangible copies of trade secrets and confidential information, memoranda, credit
cards, telephone charge cards, manuals, building keys and passes, cell phones, computers, names and
addresses of the Company’s or its subsidiaries’ or affiliates’ customers and potential customers,
customer lists, customer contracts, sales information and any and all other similar information or
property) which he may then possess or have under his control. Employee further agrees that in the
event he discovers any other materials of the Company, its subsidiaries or affiliates in his
possession or control after the Termination Date, he will immediately return such property to the
Company.



6. Inventions and Patents. Employee acknowledges that all inventions, innovations, improvements,
developments, methods, designs, analyses, drawings, reports and all similar or related information
(whether or not patentable) which (i) relate to the Company’s or its subsidiaries’ actual or
anticipated business, research and development or existing or future products or services or (ii)
result from any work performed by Employee for the Company or its subsidiaries, and which are
conceived, developed or made by the Employee during the Noncompete Period (“Work Product”) belong
to the Company or such subsidiary; provided, however, that this Section 6 does not apply to any
invention for which no equipment, supplies, materials, facilities, trade secrets, or other
proprietary information of the Company or its subsidiaries was used and which was developed
entirely on Employee’s own time, unless (i) the invention relates to the actual or anticipated
business of the Company or its subsidiaries or to the Company’s or any of its subsidiaries’ actual
or anticipated research or development, or existing or future products or services or (ii) the
invention results from any work performed by Employee for the Company or its subsidiaries.
Employee shall promptly disclose such Work Product to the Board and perform all actions requested
by the Board (whether during or after the Employment Period) to establish and confirm such
ownership (including, without limitation, assignments, consents, powers of attorney and other
instruments). The Parties acknowledge and agree that Work Product is subject to this Section 6 and
is Confidential Information unless and to the extent that such Work Product (i) becomes generally
known to and available for use by the public or persons knowledgeable in the Company’s industry
other than as a result of Employee’s acts or omissions which constitute a breach of this Agreement
or (ii) the Employee discloses such Work Product to the Board and the Board by vote or written
consent waives its rights under this Agreement with respect thereto.







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7. Non-Compete, Non-Solicitation.




     (a) In further consideration of the confidential, proprietary information Company shall
provide to Employee during his employment, which Employee promises not to disclose, as well as the
compensation to be paid to Employee hereunder, including the severance payments, if any, Employee
agrees to the restrictions set forth in this paragraph. Employee acknowledges that his services
shall be of special, unique, and extraordinary value to the Company. Therefore, Employee agrees
that, during his employment and for one (1) year following the termination of his employment with
the Company for any reason (collectively, the “Noncompete Period”), he shall not, directly or
indirectly, own any interest in, manage, control, participate in, consult with, render services
for, or in any manner engage in any business competing with the actual or anticipated businesses of
the Company, its subsidiaries or affiliates, on the Termination Date, within any geographical area
in which the Company, its subsidiaries or affiliates engage or plan to engage in such businesses.
Nothing herein shall prohibit Employee from being a passive owner of not more than two percent (2%)
of the outstanding capital stock of any class of a corporation which is publicly traded, so long as
Employee has no active participation in the business of such corporation.



     (b) During the Noncompete Period, Employee shall not directly himself or indirectly through
another person or entity (i) induce or attempt to induce any employee of the Company, its
subsidiaries or affiliates to leave the employ thereof, or in any way interfere with the
relationship between the Company, its subsidiaries and affiliates and any employee thereof, (ii)
hire any person who was an employee or contractor of the Company, its subsidiaries or affiliates or
(iii) induce or attempt to induce any customer, supplier, licensee, licensor, franchisee,
contractor or other business relation of the Company, its subsidiaries or affiliates, or in any way
interfere with the relationship between any such customer, supplier, licensee, franchisee,
contractor or other business relation and the Company, its subsidiaries or affiliates (including,
without limitation, making any negative statements or communications about the Company, its
subsidiaries, or affiliates).



     (c) If, at the time of enforcement of this Section 7, a court shall hold that the duration,
scope or area restrictions stated herein are unreasonable under circumstances then existing, the
Parties agree that the maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum duration, scope and area permitted by law.



     (d) Employee acknowledges and agrees that the restrictions contained in this Section 7 are
enforceable and reasonable. Accordingly, should Employee assert in any context that the
restrictions contained in this Section 7 are unenforceable or unreasonable, Employee agrees that as
of the date of such assertion the Company shall have no further obligation to provide him with the
severance packages described in Section 4 above.


8. Non-Disparagement. Each of the Parties represents and agrees that such Party will not, directly
or indirectly, engage during the Noncompete Period in any defamatory, disparaging or critical
communication with any other person or entity concerning the business, operations, services,
marketing strategies, pricing policies, management, business practices, officers,






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directors, employees, attorneys, representatives, affiliates, agents affairs and/or financial
condition of the other Party, its subsidiaries or affiliates.



9. Injunctive Relief and Additional Remedy. Employee acknowledges and agrees that any breach or
threatened breach by Employee of any of the provisions of Sections 5, 6, 7, or 8 would result in
irreparable injury and damage to the Company and/or its subsidiaries and affiliates for which the
Company and/or its subsidiaries and affiliates would have no adequate remedy at law. The Employee
therefore also acknowledges and agrees that in the event of such breach or threatened breach the
Company, in addition and supplementary to other rights and remedies existing in its favor, may
apply to any court of competent jurisdiction for specific performance and/or injunctive or other
relief in order to enforce or prevent any violations of the provisions thereof (without posting a
bond or other security). The terms of this Section 9 shall not prevent the Company from pursuing
any other available remedies for any breach or threatened breach thereof including, without
limitation, the recovery of damages from Employee. In addition, in the event of an alleged breach
or violation by Employee of any of the provisions of Sections 5, 6, 7, or 8, the Noncompete Period
shall be tolled with respect to such provision until such breach or violation has been duly cured.



10. Dispute Resolution. Employee and the Company knowingly and conclusively waive all
rights to trial by jury, in any action or proceeding relating any dispute, controversy or
claim, of any and every kind or type, whether based on contract, tort, statute, regulations, or
otherwise, arising out of, connected with, or relating in any way to this Agreement, the
obligations of the parties hereunder, including without limitation, any dispute as to the
existence, validity, construction, interpretation, negotiation, performance, non-performance,
breach, termination or enforceability of this Agreement, or Employee’s employment relationship with
the Company or the termination thereof (in each case, a “Dispute”). The parties shall attempt in
good faith to settle any Dispute by mutual discussions within fifteen (15) days after the date that
one party gives notice to the other parties of such a Dispute. THE PARTIES HEREBY EXPRESSLY WAIVE
THE RIGHT TO A JURY TRIAL ON ALL MATTERS.



11. Section 409A Compliance.




     (a) The parties intend for this Agreement either to satisfy the requirements of Section 409A
of the Internal Revenue Code of 1986, as amended, and all applicable guidance promulgated
thereunder (“Section 409A”) or to be exempt from the application of Section 409A, and this
Agreement shall be construed and interpreted accordingly. Any amount payable pursuant to this
Agreement due to a termination of employment which constitutes a “deferral of compensation” within
the meaning of Section 409A shall not be paid unless and until such termination constitutes a
“separation from service” within the meaning of Section 409A. Further, to the extent an amount
payable under this Agreement is intended to be exempt from Section 409A, and such exemption is
conditioned upon the payment being made upon a “separation from service,” then such payment shall
not be paid unless and until Employee has incurred a “separation from service.” If this Agreement
either fails to satisfy the requirements of Section 409A or is not exempt from the application of
Section 409A, then the parties hereby agree to amend or to clarify this Agreement in a timely
manner so that this Agreement either satisfies the requirements of Section 409A or is exempt from
the application of Section 409A.



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     (b) Notwithstanding any provision in this Agreement to the contrary, in the event Employee is
a “specified employee” as defined in Section 409A, any severance payments or packages, severance
benefits, or other amounts payable under this Agreement, that would be subject to the special rule
regarding payments to “specified employees” under Section 409A(a)(2)(B) shall be delayed by six
months such that the first payment is made no earlier than the first date of the seventh month
following the Termination Date (or the date of Employee’s death, if earlier).



     (c) To ensure satisfaction of the requirements of Section 409A(b)(3), assets shall not be set
aside, reserved in a trust or other arrangement, or otherwise restricted for purposes of the
payment of amounts payable under this Agreement.



     (d) Company hereby informs Employee that the federal, state, local and/or foreign tax
consequences (including without limitation those tax consequences implicated by Section 409A) of
this Agreement are complex and subject to change. Employee hereby acknowledges that Company has
advised him that he should consult with his own personal tax or financial advisor in connection
with this Agreement and its tax consequences. Employee understands and agrees that Company has no
obligation and no responsibility to provide Employee with any tax or other legal advice in
connection with this Agreement. Employee agrees that he shall bear sole and exclusive
responsibility for any and all adverse federal, state, local, and/or foreign tax consequences
(including without limitation those tax consequences implicated by Section 409A) of this Agreement,
and fully indemnifies and holds Company harmless therefore.



     (e) For purposes of Section 409A, the right to receive a series of installments under this
Agreement shall be treated as a right to a series of separate payments.



     (f) Notwithstanding anything herein to the contrary, the reimbursement of expenses or in-kind
benefits provided pursuant to this Agreement shall be subject to the following conditions: (1) the
expenses eligible for reimbursement or in-kind benefits in one taxable year shall not affect the
expenses eligible for reimbursement or in-kind benefits in any other taxable year; (2) the
reimbursement of eligible expenses or in-kind benefits shall be made promptly, subject to Company’s
applicable policies, but in no event later than the end of the year after the year in which such
expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject
to liquidation or exchange for another benefit.


12. Attorneys’ Fees. The prevailing Party in any dispute or claim relating to or arising out of
this Agreement shall be entitled to recover from the losing Party all fees and expenses of any
nature or kind (including, without limitation, attorney’s fees and expenses) incurred in any such
dispute or claim.



13. Interpretation. The Company and Employee agree that this Agreement shall be interpreted in
accordance with and governed by the laws of the State of Texas, without giving effect to conflicts
of law principles.



14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
Employee and its successors and assigns. In view of the personal nature of the services to be
performed under this Agreement by Employee, Employee shall not have the right to sell,






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assign, pledge, hypothecate, donate or otherwise transfer any of his rights, obligations or
benefits hereunder.



15. Third-Party Beneficiary. The Parties expressly acknowledge and agree that the Parent shall be
deemed to be a third-party beneficiary with respect to the terms and provisions of this Agreement
and shall be entitled to enforce the terms and provisions hereof.



16. Entire Agreement. This Agreement constitutes the entire employment agreement between the
Company and Employee regarding the terms and conditions of his employment, This Agreement supersede
all prior negotiations, representations or agreements between the Company and Employee, whether
written or oral, regarding Employee’s employment by the Company.



17. Severability. If any one or more of the provisions (or any part thereof) of this Agreement
shall be held invalid, illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions (or any part thereof) shall not in any way be affected
or impaired thereby.



18. No Representations. Employee acknowledges that he is not relying, and has not relied, on any
promise, representation or statement made by or on behalf of the Company which is not set forth in
this Agreement.



19. Notices. All notices requests, reports and other communications pursuant hereto shall be in
writing, either by letter (delivered by hand or commercial delivery service or sent by certified
mail, return receipt requested) or facsimile, addressed as follows:




          If to the Company:



PROS Holdings, Inc.

3100 Main Street, Suite 900

Houston, Texas 77002

Attention: Chairman of the

Compensation Committee

Facsimile: ________________




          with a copy to (which shall not constitute notice):



DLA Piper LLP (US)

401 Congress Ave., Suite 2500

Austin, Texas 78701

Attention: John J. Gilluly

Facsimile: (512) 457-7001




          If to the Employee:



Andres Reiner

________________________________



________________________________

Facsimile:                                     






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Any notice, request or communication hereunder shall be deemed to have been given on the day on
which it is delivered by hand to such party at its address specified above, or, if sent by
certified mail, return receipt requested, postage prepaid, on the third business day following the
date it was deposited in the mail, or in the case of facsimile notice, when transmitted addressed
as aforesaid, confirmation received, if the notice is also delivered by hand or mail in the manner
described above. Any party may change the person or address to whom or which notices are to be
given hereunder, by notice duly given hereunder; provided, however, that any such notice shall be
deemed to have been given hereunder only when actually received by the party to which it is
addressed.



20. Counterparts. This Agreement may be executed in any number of counterparts, provided, however,
that each of such counterparts when taken together shall constitute one and the same agreement.



21. Amendments. This Agreement may be modified or amended only by a supplemental written agreement
signed by both the Employee and the Company and approved by unanimous vote or written consent of
the Compensation Committee of the Board.




Signature Page Follows.




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     IN WITNESS WHEREOF, the Parties hereto have entered into this Agreement as of the Effective
Date.



	 	 	 	 	 
	 	COMPANY:



PROS REVENUE MANAGEMENT, L.P.

 	 
	 	By:  	/s/ Charles H. Murphy
 	 
	 	 	Name:  	Charles H. Murphy 	 
	 	 	Title:  	Executive Vice President and

Chief Financial Officer 	 
	 
	 	EMPLOYEE:

 	 
	 	/s/ Andres Reiner
 	 
	 	Andres D. Reiner