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PRO > SEC Filings for PRO > Form 8-K on 3-Mar-2009All Recent SEC Filings

Show all filings for PROS HOLDINGS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for PROS HOLDINGS, INC.


3-Mar-2009

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The Bonus Plan

On February 25, 2009, the Committee approved the Named Executive Officer Plan for 2009 (the "Bonus Plan") . The Company's executive officers will participate in the Bonus Plan which is intended to compensate participants for achieving company financial and operational goals.

Except for certain modifications described below, the general terms of the Bonus Plan are consistent with the Company's 2008 Executive and Key Employee Incentive Plan described in the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on March 25, 2008.

The Committee elected to replace the sales component of a Bonus Plan with a discretionary component. The other two components that comprise the Bonus Plan will remain the same as in the previous year, however, the weighting of each of these components will be modified. The non-GAAP operating income component will be increased to a 45% weighting (33.3% in the previous year), the revenue component will be increased to a 45% weighting (33.3% in the previous year) and the newly-added discretionary factor will be at a 10% weighting.

To align with the Company's reporting standards, the non-GAAP operating income and revenue components of the Bonus Plan will be measured at the end of each quarterly period rather than on an annual basis as in the previous year. There will be a cumulative annual performance calculation for those two components. The discretionary component will be determined by the Committee on an annual basis at the end of the Company's fiscal year. The payments will be made on an annual basis unless the Committee makes a determination to pay on an interim basis.

The performance targets under the Bonus Plan will be tied to the Company's 2009 quarterly guidance. In 2009, the Committee set the amount of each executive officer's potential bonus payment under the Bonus Plan, as a percentage of his base salary, as follows:

                        At target               At target
Executive officer       threshold   At target    maximum

Albert E. Winemiller           50 %       100 %       150 %
Charles H. Murphy              40 %        80 %       120 %
Ronald F. Woestemeyer        22.5 %        45 %      67.5 %
Andres Reiner                  25 %        50 %       100 %
Jeffery Robinson               25 %        50 %       100 %

The base salaries of the Company's named executive officers will remain the same as their salaries in 2008.


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