Exhibit 10.17


 


EMPLOYMENT AGREEMENT


 


THIS EMPLOYMENT AGREEMENT
(this “Agreement”) is made and
entered into as of April 24, 2008 (the “Effective
Date”) by and between PROS Revenue Management, L.P., a Delaware
limited partnership (the “Company”),
and Andres D. Reiner (the “Employee”).
The Company and Employee are sometimes collectively referred to herein as the “Parties” and individually referred
to herein as a “Party.”


 


RECITALS


 


WHEREAS, the Parties desire to enter into an
employment agreement containing the material terms and conditions set forth
herein; and


 


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 Senior Vice President,
Product Development, and will have such corresponding duties and
responsibilities as determined by the Chief Executive Officer of the Company
(the “CEO”), or, during any period(s) when
a CEO is not appointed, as determined by the Board of Directors of the Company
(the “Board”). Employee agrees to
devote his full time, energy and skill to his responsibilities and duties to
the Company.


 


2.                                       Term of Agreement. The term of Employee’s employment shall
commence on the Effective Date and shall continue for a period of twenty-four
(24) months thereafter (the “Employment Term”),
unless earlier terminated as provided in this Agreement. The Employment Term
will be automatically extended unless the Company decides, in its sole
discretion, not to so extend and provides notice thereof to Employee (each such
extension being a “Renewal Term”); provided,
however, that no single Renewal Term may be less than twelve (12) months unless
consented to in writing by each Party or earlier terminated as provided in this
Agreement.


 


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 $17,500 per
month, less applicable withholdings and deductions, in accordance with the
Company’s normal payroll procedures (the “Salary”).
Employee shall also receive a one-time, lump sum payment, less applicable
withholdings and deductions, as a retroactive salary adjustment to January 1,
2008, reflecting the difference between the initial Salary under this Agreement
and Employee’s base salary previously in effect for the period from January 1,
2008 through the Effective Date. The Company shall make such lump sum payment
to Employee on the first standard payroll date following the Effective Date.


 


(b)                                 Bonus. Employee may be entitled to participate in the
Company’s employee bonus plans as may be authorized by the Board, or the
Compensation Committee thereof, from time to time (any bonus paid pursuant to
such plans, the “Bonus”).
With respect to Employee’s participation in 


 

















 


the Company’s 2008 Executive and Key Employees Incentive Plan (the “2008 Bonus Plan”), Employee’s base
bonus amount shall be fifty percent (50%) of Employee’s 2008 annual Salary
and Employee’s maximum bonus amount shall be one hundred percent (100%) of
Employee’s 2008 annual Salary, subject, in each case, to the terms of the 2008
Bonus Plan and the achievement of performance targets
approved by the Compensation Committee of the Board. Any Bonus shall be less
statutory and other authorized deductions and withholdings and payable at the
times when other management bonuses are paid. Employee must be an employee at
the time that a Bonus is paid to be eligible to receive the Bonus.


 


(c)                                  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.


 


(d)                                 Stock Grant and
Stock Option. Subject to approval by the Board, or the
Compensation Committee thereof, Employee will be granted an option (the “Option”) to purchase up to 50,000
shares of the Company’s Common Stock under the Company’s 2007 Equity Incentive
Plan (the “Plan”). The per share
exercise price for the Option shall be equal to the closing price of a share of
the Company’s Common Stock on the New York Stock Exchange as of the Option’s
date of grant. The Option shall initially be unvested and shall vest over
eighteen (18) months in equal monthly installments subject to Employee’s
continued service to the Company. Except as set forth in Section 4(b)(iv) (and
subject to the conditions set forth in Section 4(b)), in no event
shall the Option vest after Employee’s cessation of service to the Company. All
remaining terms of the Option shall be as set forth in the Plan documents.


 


(e)                                  Review. The Company will review the Salary and other
compensation of Employee provided hereunder on a periodic basis consistent with
the review of other management generally and may adjust the Salary and other
compensation upward in its sole discretion.


 


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. 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 CEO or 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 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.


 


(iii)                               “Good
Reason” shall mean any one or more of the following:


 


(A)                              the assignment to Employee of any duties, or
any material limitation of Employee’s responsibilities, substantially
inconsistent with Employee’s duties and status with the Company as contemplated
on the Effective Date;


 


(B)                                the relocation of the principal place of
Employee’s service to a location that is more than fifty (50) miles from
Employee’s principal place of service as of the Effective Date;


 


(C)                                any material reduction by the Company of
Employee’s Salary (unless reductions comparable in amount and duration are
concurrently made for all other senior executives of the Company with
responsibilities and organizational level comparable to Employee’s); 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 within the Company, in any benefit or compensation plans
and programs.


 


(b)                                 Termination Without Cause or for Good
Reason; Non-Renewal.
In the event Employee’s employment is terminated by the Company without Cause
or by voluntarily by Employee for Good Reason or the Company elects not to
renew the Employment Term or any Renewal Term, Employee shall be entitled only
to the following:


 


(i)                                     accrued
and unpaid compensation through the date of termination;


 


(ii)                                  continued
health benefits as made generally available to employees for twelve (12) months
following the date of such termination;


 


(iii)                               the then-monthly Salary
of Employee, less applicable withholdings and deductions, for twelve (12)
months following the date of such termination, payable on normal payroll
cycles; and


 


(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 (collectively, the “Severance”).


 


Except with respect to the payment of any accrued
and unpaid compensation described in Section 4(b)(i), the Company’s
obligation to pay, and Employee’s right to receive, the Severance shall (i) be
contingent upon Employee’s execution of a release of claims in form and
substance satisfactory to the Company and (ii) shall terminate upon the
earlier of (a) Employee’s breach of any of his obligations under this
Agreement or the Assignment Agreement (as defined below) or (b) Employee’s
acceptance of employment or engagement as a consultant by any other entity.


 

















 


5.                                       Confidential Information. Employee acknowledges and agrees that
the Company considers to be confidential the information, observations 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 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 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 anticipated business of the Company, 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 date of termination, 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 Employee during the Noncompete Period (as defined below) (collectively, “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) 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.


 

















 


7.                                       Non-Compete, Non-Solicitation.


 


(a)                                  In further consideration of the
compensation to be paid to Employee hereunder, including the Severance, if any,
the Company shall, upon and following execution of this Agreement, disclose to
Employee the Company’s trade secrets and other Confidential Information
concerning the Company, its subsidiaries and affiliates. Employee acknowledges
that his services have been and shall be of special, unique, and extraordinary
value to the Company. Therefore, Employee agrees that, during the Employment
Term, each Renewal Term, if any, 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 date of the termination of Employee’s
employment, within any geographical area in which the Company, its subsidiaries
or affiliates engage or plan to engage in such businesses. A termination of
this Agreement pursuant to Section 4 or otherwise shall constitute
a termination of the Employment Term or Renewal Term, as applicable. 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.


 


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, 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. 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. In the event of any dispute or claim
relating to or arising out of this Agreement (including, without limitation,
any claims of breach of contract, wrongful termination or age, sex, race or
other discrimination), Employee and the Company agree that all such disputes
shall be fully and finally resolved by binding arbitration conducted by the
American Arbitration Association in Austin, Texas in accordance with its
National Employment Dispute Resolution rules, as those rules are currently
in effect (and not as they may be modified in the future). Employee
acknowledges that by accepting this arbitration provision he is waiving any
right to a jury trial in the event of such dispute; provided, however, that
this arbitration provision shall not apply to any disputes or claims relating
to or arising out of Sections 5, 6, ,7, or 8 or any
misuse or misappropriation of Confidential Information, Work Product or other
trade secrets or proprietary information of the Company, its subsidiaries or
affiliates.


 


11.                                 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.


 


12.                                 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.


 


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


 


14.                                 Entire Agreement. This Agreement constitutes the entire
employment agreement between the Company and Employee regarding the terms and
conditions of his employment, with the exception of those certain Stock Option
Agreements (collectively, the “Option Agreements”)
previously entered into between Employee and the Company and that certain
Employee Inventions and Proprietary Rights Assignment Agreement, dated January 19,
2007, between the Company and Employee (the “Assignment
Agreement”); provided, however, that the provisions of this
Agreement shall control if there exists any conflicting provisions in the
Option Agreements or the Assignment Agreement, except that, to the extent the
terms of any of the Option Agreements provide for greater acceleration of
vesting of stock options held by Employee following the termination of Employee’s
employment with the Company than that provided in Section 4(b)(iv) or
otherwise in this Agreement, the terms of such Option Agreements shall control
with respect to the accelerated vesting of such stock options. This Agreement,
together with the Option Agreements and the Assignment Agreement, supersede and
terminate all prior negotiations, representations or agreements between the
Company and Employee, whether written or oral, regarding Employee’s employment
by the Company, including that certain Severance Agreement dated January 29,
2007.


 

















 


15.                                 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.


 


16.                                 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.


 


17.                                 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 77006

  
	
   

  	
   

  	
  Attention: Chief Executive Officer

  
	
   

  	
   

  	
  Facsimile: (713) 529-7037

  
	
   

  	
   

  
	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DLA Piper US LLP

  
	
   

  	
   

  	
  1221 S. Mopac Expressway, Suite 400

  
	
   

  	
   

  	
  Austin, Texas 78746

  
	
   

  	
   

  	
  Attention: John J. Gilluly

  
	
   

  	
   

  	
  Facsimile: (512) 457-7001

  
	
   

  	
   

  	
   

  
	
   

  	
  If to Employee:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Andres D. Reiner

  
	
   

  	
   

  	
  6304 Schuler Street, 
  Houston, TX  77007

  
	
   

  	
   

  	
  Facsimile: (      )
                     

  



 


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.


 


18.                                 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.


 


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


 

















 


Signature Page Follows.


 

















 


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


 


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  PROS
  REVENUE MANAGEMENT, L.P.,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ Albert Winemiller

  
	
   

  	
  Name:

  	
  Albert Winemiller

  
	
   

  	
  Title:

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Andres Reiner

  
	
   

  	
  ANDRES
  D. REINER