PROS Reports Employment Inducement Award Pursuant to NYSE Rule 303A.08

  PROS Reports Employment Inducement Award Pursuant to NYSE Rule 303A.08

Business Wire

HOUSTON -- February 25, 2014

PROS Holdings, Inc. (NYSE: PRO), or the Company, a big data software company,
today announced that it granted one-time employment restricted stock unit
awards (RSUs) and market stock unit awards (MSUs) to D. Blair Crump, its new
Chief Operating Officer, and one-time employment RSUs to 17 new employees in
connection with its acquisition of Signal Demand, Inc. and 19 new employees in
connection with its acquisition of Cameleon Software, SA.

These inducement awards cover an aggregate of 308,250 shares of the Company’s
common stock and were granted by the Compensation Committee of the Company’s
Board of Directors on February 24, 2014, as a material inducement to employees
entering into employment with the Company in accordance with NYSE Rule
303A.08.

Mr. Crump received a total of 75,000 RSUs and 75,000 MSUs. These RSUs vest
annually in one fourth installments beginning on January 1, 2015, subject to
Mr. Crump’s continued employment. The actual number of shares of the Company’s
common stock issuable under the MSUs is variable based on over- or
under-performance of the Company’s stock price compared to the Russell 2000
Index (Index) during the three year performance period beginning in January 1,
2014. Certain employees hired in connection with the Signal Demand acquisition
were awarded an aggregate of 60,000 RSUs, which vest in one fourth
installments beginning on December 16, 2014. Certain employees hired in
connection with the Cameleon Software acquisition were awarded an aggregate of
up to 98,250 RSUs, of which 66,250 vest in full on February 24, 2016 and the
remainder vest based upon performance. The Cameleon Software employees listed
below received the following RSUs as part of their individually negotiated
employment arrangements with the Company:

                                            
                           RSUs Vesting on         RSUs Vesting Based on
Recipient                  February 24, 2016       Performance
Jacques Soumeillan         9,000                   Up to 16,000
Thibault de Bouville       5,000                   Up to 8,000
Sylvie Rouge               4,000                   Up to 8,000
Françoise Aspare           2,000                   0
                                                   

Each of the awards described above are subject to vesting pursuant to the
terms of the individual award agreements, which terms include that the
recipient be employed through each vesting date.

About PROS

PROS Holdings, Inc. (NYSE: PRO) is a big data software company that helps
customers outperform in their markets by using big data to sell more
effectively. PROS applies 28 years of data science experience to unlock buying
patterns and preferences within transaction data to reveal which opportunities
are most likely to close, which offers are most likely to sell and which
prices are most likely to win. PROS offers big data solutions to optimise
sales, pricing, quoting, rebates and revenue management across more than 30
industries. PROS has completed over 600 implementations of its solutions in
more than 50 countries. The PROS team comprises more than 700 people around
the world. To learn more, visit http://www.PROS.com.

Contact:

PROS
Media Contact:
Yvonne Donaldson, 713.335.5310
ydonaldson@pros.com
or
Investor Contact:
Staci Strauss-Mortenson, 646.277-1200
staci.mortenson@icr.inc
 
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