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%
