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Exhibit 10.13  


 
 

EMPLOYMENT AGREEMENT    
    


        THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of January 15, 1999 (the
"Effective Date") by and between PROS Strategic Solutions, Inc., a Delaware corporation (the
"Company"), and Ronald F. Woestemeyer (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 Parties, together with other holders of capital stock of the Company, entered into that certain Mutual Release and Settlement Agreement, dated
December 31, 1998 (the "MRSA"), pursuant to which and as a condition to the obligations of the Investors (as defined therein), the Employee and
the Company agreed to enter into an employment agreement containing the material terms and conditions set forth in Exhibit E attached thereto. 


        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 on an at-will basis by the Company and will have
such 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 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 twenty-four (24) 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 $19,479.17 per month, less applicable withholdings and
deductions, in accordance with the Company's normal payroll procedures (the "Salary"). At such time as the Compensation Committee of the Board (the
"Compensation Committee") approves an increase in salaries for the management team as a whole (other than normal cost-of-living
adjustments), then the Salary shall increase to $22,916.67 per month thereafter. 


        (b)    Benefits.    Employee shall have the right, 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. 













        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
(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;
or (c) 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 the Employee has ceased to be able to materially perform his duties and obligations, 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. 




        (b)    Termination Without Cause.    In the event Employee's employment is terminated by the Company without Cause,
Employee shall be entitled only to the following: 



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


        (ii)   $22,916.67
per month, less applicable withholdings and deductions, for twelve (12) months following the date of such termination, payable on normal payroll
cycles (the "Minimum Severance"). 




        Notwithstanding
the foregoing, if the Employee's employment is terminated without Cause any time during the first twelve (12) months of the Employment Term, the Employee will
receive $22,916.67 per month for the remainder of the first twelve (12) months of service under this Agreement following the Effective Date, payable on normal payroll cycles (the
"Additional Severance"), and then receive the Minimum Severance over the following twelve (12) months. If the Employee's employment is terminated
without Cause during any Renewal Term, the Employee shall only be eligible to receive the Minimum Severance following the date of such termination. 



        (c)    Non-Renewal.    In the event the Company decides not to renew the Employment Term or any Renewal
Term, Employee shall be entitled to severance benefits as follows: 



        (i)    if
the Company provides Employee with at least sixty (60) days notice of its decision not to renew, then Employee shall be entitled to $22,916.67 per month, less
applicable withholdings and deductions, for ten (10) months following the end of such Employment Term or Renewal Term, payable on normal payroll cycles; or 



        (ii)   if
the Company does not provide Employee with at least sixty (60) days notice of its decision not to renew, then Employee shall be entitled to $22,916.67 per
month, less applicable withholdings and deductions, for twelve (12) months following the end of such Employment Term or Renewal Term, payable on normal payroll cycles (amounts payable under
(i) or (ii) being "Non-Renewal Severance"). 




        The
period of time during which the Employee is eligible to receive any Non-Renewal Severance, Additional Severance and/or Minimum Severance shall be the
"Severance Period." 









        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 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. 


        7.    Non-Compete, Non-Solicitation.    



        (a)   In
further consideration of the compensation to be paid to Employee hereunder, Employee acknowledges that in the course of his employment with the Company, he shall
become familiar with the Company's trade secrets and with other Confidential Information concerning the Company, its subsidiaries and affiliates and that his services have been and shall be of
special, unique, and extraordinary value. Therefore, Employee agrees that, during the Employment Term, each Renewal Term, if any, and the Severance Period, if any (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. Employee agrees that the
restrictions contained in this Section 7 are reasonable. 




        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. 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.    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 that certain Employee Inventions and Proprietary Rights Assignment Agreement, dated June 4, 1998, between
the Company and Employee attached hereto as Exhibit A (the "Assignment Agreement"); provided,
however, that the provisions of this Agreement shall control if there exists any conflicting provisions in the Assignment Agreement. This Agreement, together with the Assignment Agreement, supersede
all prior negotiations, representations or agreements between the Company and Employee, whether written or oral, regarding Employee's employment by the Company. 


        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
Strategic Solutions, Inc.

3223 Smith Street, Suite 100

Houston, Texas 77006

Attention: Chief Executive Officer

Facsimile: (713) 525-8144 




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



Gray
Cary Ware & Freidenrich LLP

100 Congress Avenue, Suite 1440

Austin, Texas 78701

Attention: Paul E. Hurdlow

Facsimile: (512) 457-7070 




If
to the Employee: 



Ronald
F. Woestemeyer

3980 Inverness Drive

Houston, Texas 77019

Facsimile: (713) 960-1332 















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 the Employee and the Company and approved by unanimous vote or written consent of the Compensation Committee. 


(The remainder of this page is intentionally left blank.) 








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



	 	 	COMPANY:
	

 	
 	

PROS Strategic Solutions, Inc.,

a Delaware corporation
	

 	
 	

By:	

/s/ Charles H. Murphy

	 	 	Name:	Charles H. Murphy
	 	 	Title:	Senior Vice President & CFO
	

 	
 	
EMPLOYEE:
	

 	
 	

/s/ Ronald F. Woestemeyer
 Ronald F. Woestemeyer













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EMPLOYMENT AGREEMENT

RECITALS

AGREEMENT