Item 5.02 (e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On July 6, 2009, the Compensation Committee (the "Committee") of the Board of
Directors of PROS Holdings, Inc. (the "Company") approved and authorized the
promotion of Andres Reiner to the position of Executive Vice President. In
addition, the Committee approved and authorized the following changes to
Mr. Reiner's compensation, a change in salary to $250,000 per a year with a
bonus of 60% of salary at plan and 90% of salary at target maximum. No changes
have been made to the structure of the bonus plan; it remains the same as
approved by the Committee earlier in the year.
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