8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report: March 24, 2009

(Date of earliest event reported):

PROS Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	76-0168604
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)
3100 Main Street, Suite 900
Houston, TX, 77002	(713) 335-5151
(Address of principal executive offices)	(Registrant’s Telephone Number, including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

At a meeting held on March 24, 2009, the Compensation Committee (the “Committee”) of the Board of Directors of PROS Holdings, Inc. ( the “Company”) approved and authorized the Company to amend the employment agreements of certain executive officers identified below (each, an “Executive”) to increase severance payments payable to such Executives upon termination of employment with the Company.

On March 24, 2009, the Company entered into a (1) First Amendment of Employment Agreement (the “Reiner Amendment”) with Andres Reiner, the Company’s Senior Vice President of Product Development, amending the employment agreement dated as of April 24, 2008, by and between the Company and Mr. Reiner, (2) First Amendment of Employment Agreement (the “Robinson Amendment”) with Jeffery Robinson, the Company’s Senior Vice President of Pricing, amending the employment agreement dated as of April 24, 2008, by and between the Company and Mr. Robinson, (3) Second Amendment of Employment Agreement with Albert E. Winemiller, the Company’s President, Chief Executive Officer and Chairman of the Board of Directors (the “Winemiller Amendment”), amending the employment agreement dated as of September 30, 2005, by and between the Company and Mr. Winemiller, as amended on April 2, 2007, and (4) Second Amendment of Employment Agreement with Charles H. Murphy, the Company’s Executive Vice President and Chief Financial Officer, amending the employment agreement dated as of September 30, 2005, by and between the Company and Mr. Murphy, as amended on April 2, 2007, (the “Murphy Amendment” and collectively with Reiner Amendment, Robinson Amendment and Winemiller Amendment, the “Amendments”).

The Reiner Amendment and Robinson Amendment provide for payment of (1) any unpaid bonus earned by such Executives prior to the termination, and (2) the payment during the severance period of the bonus that the Executive would have received during such period. Such bonuses are payable if the Executives are terminated without “cause,” resign for “good reason” or the Company elects not to renew the employment terms.

The Winemiller Amendment and Murphy Amendment provide for payment of (1) any unpaid bonus earned by such Executives prior to the termination, and (2) the payment during the severance period of the bonus that the Executive would have received during such period. Such bonuses are payable if the Executives are terminated without “cause,” resign for “good reason” or the Company elects not to renew the employment terms or if they are terminated without “cause” or resign for “good reason” within six months prior to or any time after a “change in control” transaction of the Company.

The terms “bonus,” “cause,” “good reason” and “change in control” as used above are defined in the Executives’ employment agreements.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the complete text of the Reiner Amendment, Robinson Amendment, Winemiller Amendment and Murphy Amendment, copies of which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference in their entirety.

2

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
10.1*	First Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Andres Reiner.
10.2*	First Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Jeffery Robinson.
10.3*	Second Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Albert E. Winemiller.
10.4*	Second Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Charles H. Murphy.

* Indicates a management contract or compensatory plan.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PROS HOLDINGS, INC.
Date: March 26, 2009
	/s/ Charles H. Murphy
	Charles H. Murphy
	Chief Financial Officer and Executive Vice President

4

EXHIBIT INDEX

Exhibit No.	Description
10.1*	First Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Andres Reiner.
10.2*	First Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Jeffery Robinson.
10.3*	Second Amendment to the Employment Agreement dated March 24, 2009 by and between PROS Revenue Management, L.P. and Albert E. Winemiller.
10.4*	Second Amendment to the Employment Agreement dated March 24 2009 by and between PROS Revenue Management, L.P. and Charles H. Murphy.

* Indicates a management contract or compensatory plan.

5

EX-10.1

Exhibit 10.1

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Andres D. Reiner (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 April 24, 2008 by and between the Executive and the Company (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 without Cause, the Executive’s resignation for Good Reason or the Company’s election not to renew the Employment Term or any Renewal Term.

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

“(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; and”

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.

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

3.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. 1 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/ Andres Reiner
Andres D. Reiner

Signature page to Amendment No. 1 to Employment Agreement of Andres D. Reiner

EX-10.2

Exhibit 10.2

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Jeffrey Robinson (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 April 24, 2008 by and between the Executive and the Company (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 without Cause, the Executive’s resignation for Good Reason or the Company’s election not to renew the Employment Term or any Renewal Term.

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

“(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; and”

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.

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

3.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. 1 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/ Jeff Robinson
Jeffrey Robinson

Signature page to Amendment No. 1 to Employment Agreement of Jeffrey Robinson

EX-10.3

EXHIBIT 10.3

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT (this “Amendment”) is entered into by and between PROS Revenue Management, L.P., a Delaware limited partnership (the “Company”), and Albert E. Winemiller (the “Executive”) as of March 24, 2009. Terms not otherwise defined herein shall have the meanings ascribed to them under that certain Employment Agreement dated as of September 30, 2005 by and between the Executive and the Company, as amended by Amendment No. 1 to Employment Agreement, dated April 2, 2007 (collectively, the “Prior Agreement”).

RECITALS

WHEREAS, prior to the date hereof, the Executive has been employed by the Company pursuant to the terms of the Prior Agreement; and

WHEREAS, the parties hereto desire to amend the Prior Agreement to provide for increased severance benefits in connection with the Company’s termination of the Executive’s employment (a) without Cause, the Executive’s resignation for Good Reason or the Company’s election not to renew the Employment Term or any Renewal Term, and (b) without Cause or the Executive’s resignation for Good Reason in connection with a Change in Control.

AGREEMENT

NOW, THEREFORE, pursuant to Section 19 of the Prior Agreement, and in consideration of the promises and mutual agreements contained herein, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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

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

2.  Amendment to Section 4(b):  The following new subsection (v) is hereby added to Section 4(b) of the Prior Agreement:

“(v) the Bonus, determined as follows:

(1)           any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the date of termination (for example, (i) if Employee is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Employee is terminated in July, prior to the payment of bonuses related to the preceding fiscal

quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any;

plus

(2)           the Bonus within the Applicable Bonus Plan (as defined below) that the Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the twelve (12) month period following the date of termination (the “Forward Bonus”). The “Applicable Bonus Plan” shall be the Company’s bonus plan then in effect if such plan contemplates the Employee or, if no bonus plan is then in effect that contemplates the Employee, the bonus plan for the immediately preceding bonus period.

The unpaid Bonus described in subsection (1) above shall be payable on or about the termination date, and the Forward Bonus shall be payable in equal monthly installments during the twelve (12) month period following the termination.”

3.  Amendment to Section 4(c):

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

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

(ii) The following new subsection (v) is hereby added to Section 4(c) of the Prior Agreement:

“(v) the Bonus, determined as follows:

(1) any unpaid Bonus (including full discretionary components thereof) relating to completed bonus periods preceding the date of termination (for example, (i) if Employee is terminated in January, prior to the payment of bonuses related to the preceding fiscal year, Employee shall be entitled to the payment of the Bonus related to such preceding year and (ii) if Employee is terminated in July, prior to the payment of bonuses related to the preceding fiscal quarters, Employee shall be entitled to the payment of the Bonus related to such preceding quarters), if any;

plus

(2)  the Bonus within the Applicable Bonus Plan (as defined below) that the Employee would have received at one hundred percent (100%) of performance targets (including full discretionary components thereof) as if the Employee had continued working for the Company throughout the eighteen (18) month period following the date of termination (the “Forward Bonus”). The “Applicable Bonus Plan” shall be the Company’s bonus plan then in effect if such plan contemplates the Employee or, if no bonus plan is then in effect that contemplates the Employee, the bonus plan for the immediately preceding bonus period.

The unpaid Bonus described in subsection (1) above shall be payable on or about the termination date, and the Forward Bonus shall be payable in equal monthly installments during the eighteen (18) month period following the termination.

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

4.  Continuation of the Prior Agreement.    Except as otherwise expressly provided herein, the Prior Agreement will continue in full force and effect, in accordance with its terms.

Signature page follows.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 2 to Employment Agreement as of the date first above written.

THE COMPANY:
PROS REVENUE MANAGEMENT, L.P.
By:		PROS Revenue I, LLC
		its general partner
By:	/s/ Charles H. Murphy
Name: Charles H. Murphy
Title: Executive Vice President and Chief Financial
Officer
THE EXECUTIVE:
/s/ Albert E. Winemiller
Albert E. Winemiller

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

EX-10.4

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