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
