PROS Holdings, Inc. (Form: S-8, Received: 02/24/2014 16:52:31)

As filed with the Securities and Exchange Commission on February 24, 2014

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933



PROS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Delaware	76-0168604
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

3100 MAIN STREET, SUITE 900 HOUSTON, TEXAS	77002
(Address of Principal Executive Offices)	(Zip Code)

PROS HOLDINGS, INC. MARKET STOCK UNITS AWARD AGREEMENT PROS HOLDINGS, INC. RESTRICTED STOCK UNITS AGREEMENT
(Full title of the plans)

ANDRES REINER CHIEF EXECUTIVE OFFICER AND PRESIDENT PROS HOLDINGS, INC. 3100 MAIN STREET, SUITE 900 HOUSTON, TEXAS 77002
(Name and address of agent for service)
(713) 335-5151
(Telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.: (Check one)



Large accelerated filer [ ]	Accelerated filer [x]	Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [ ]

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)	Proposed maximum offering price per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee
Common Stock, $0.001 par value
Market Stock Units Award Agreement	75,000	$37.63	$2,822,250	$363.51
Restricted Stock Units Agreement	233,250	$37.63	$8,777,198	$1,130.51
TOTAL	308,250	$37.63	$11,599,448	$1,494.02

(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act” ), this Registration Statement also covers an indeterminate number of shares of Common Stock that may be offered or issued by reason of stock splits, stock dividends or similar transactions.

(2) Calculated solely for purposes of this offering under Rule 457(c) and (h) of the Securities Act on the basis of the average of the high and low selling price per share of Registrant’s Common Stock as reported by the New York Stock Exchange on February 14, 2014.

PART I

Information Required in the Section 10(a) Prospectus

The documents containing the information specified in Part I, Items 1 and 2, have been or will be delivered to participants in accordance with Form S-8 and Rule 428 under the Securities Act of 1933, as amended (the “1933 Act” ).

PART II

Information Required in the Registration Statement

Item 3. Incorporation of documents by reference

PROS Holdings, Inc. (the “Registrant”) hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):


a.	The Registrant’s latest Annual Report on Form 10-K containing audited financial statements for the fiscal year ended December 31, 2012, filed with the Commission on February 22, 2013.


b.	All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) since the end of the fiscal year covered by the Registrant’s Annual Report referred to in (a) above; and


c.	The Registrant’s Registration Statement No. 001-33554 on Form 8-A filed with the Commission on June 21, 2007 pursuant to Section 12(b) of the 1934 Act, which describes the terms, rights and provisions applicable to the Registrant’s outstanding Common Stock.

All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4. Description of securities

The class of securities to be offered is registered under Section 12 of the 1934 Act.

Item 5. Interests of named experts and counsel

None.

Item 6. Indemnification of directors and officers

Section 102(b) of the Delaware General Corporation Law authorizes a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach or alleged breach of the director’s “duty of care.” While this statute does not change directors’ duty of care, it enables corporations to limit available relief to equitable remedies such as injunction or rescission. The statute has no effect on a director’s duty of loyalty or liability for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, illegal payment of dividends or stock redemptions or repurchases, or for any transaction from which the director derives an improper personal benefit. As permitted by the statute, the Registrant has adopted provisions in its certificate of incorporation that eliminate to the fullest extent permissible under Delaware law the personal liability of its directors to the Registrant and its stockholders for monetary damages for breach or alleged breach of their duty of care. The Registrant’s certificate

of incorporation eliminates the personal liability of each of its directors for monetary damages resulting from any breach of his fiduciary duty as a director, except for liability:


•	for any breach of the director’s duty of loyalty to the Registrant or its stockholders;


•	for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;


•	under Section 174 of the Delaware General Corporation Law regarding unlawful dividends, stock purchases and redemptions; or


•	for any transaction from which the director derived an improper personal benefit.

Section 145 of the Delaware General Corporation Law provides that a corporation may indemnify directors and officers as well as other individuals against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent to the Registrant. The Delaware General Corporation Law provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise.

The Registrant’s bylaws provide that:


•	the Registrant is required to indemnify its directors and officers, subject to limited exceptions in which such directors or officers are adjudged to be liable to the Registrant;


•	the Registrant is required to advance expenses, as incurred, to its directors and officers in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and


•	the rights conferred in the bylaws are not exclusive.

In addition, the Registrant has entered or will enter in the future into indemnity agreements with each of its current directors and officers. These agreements provide for the indemnification of the Registrant’s officers and directors for all expenses and liabilities incurred in connection with any action or proceeding brought against them by reason of the fact that they are or were agents of the Registrant. At present, there is no pending litigation or proceeding involving a director, officer or employee of the Registrant regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification.

The Registrant also has obtained directors’ and officers’ insurance to cover its directors, officers and some of the Registrant’s employees for liabilities, including coverage for public securities matters.

Reference is made to the underwriting agreement filed as Exhibit 1.1 to Registrant’s Registration Statement on Form S-1 (Registration No. 333-141884), as amended, pursuant to which the underwriters have agreed to indemnify the Registrant’s officers and directors against certain liabilities under the 1933 Act.

Item 7. Exemption from registration claimed

Not applicable.

Item 8. Exhibits



Number		Exhibit
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007).
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 21, 2013).
4.3		Specimen certificate for shares of common stock (incorporated by reference to the exhibit of the same number to the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007).
4.4		Registration Statement No. 001-33554 on Form 8-A filed with the Securities and Exchange Commission on June 21, 2007 which is incorporated herein by reference pursuant to Item 3(c).
4.5*		PROS Holdings, Inc. Notice of Grant and Market Stock Units Award Agreement (Inducement Award).
4.6*		PROS Holdings, Inc. Notice of Grant and Restricted Stock Units Agreement (Non-Plan Award) (U.S.).
4.7*		PROS Holdings, Inc. Notice of Grant and Restricted Stock Units Agreement (Non-Plan Award) (France).
4.8*		PROS Holdings, Inc. Notice of Grant and Restricted Stock Units Agreement (Performance Vesting - France)
5.1*		Opinion and consent of DLA Piper LLP (US).
23.1*		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of DLA Piper LLP (US) is contained in Exhibit 5.1.
24.1*		Power of Attorney. Reference is made to page 8 of this Registration Statement.

* Filed herewith

Item 9. Undertakings

A. The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) above shall not apply if the information required to be included in a post-effective amendment by those clauses is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference into this Registration Statement; (2) that for the purpose of determining any liability under the 1933 Act each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the 1933 Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that is incorporated by reference into this Registration Statement shall be deemed to be a new registration statement

relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to directors, officers, or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6 or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the 1933 Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on this 21st day of February, 2014.

PROS HOLDINGS, INC.


By: /s/ Andres Reiner	Andres Reiner President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS:

That the undersigned officers and directors of PROS Holdings, Inc., a Delaware corporation, do hereby constitute and appoint Andres Reiner, Charles H. Murphy and Damian Olthoff and each of them, the lawful attorneys-in-fact and agents with full power of substitution, each with power to act alone, and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement or any other registration statement on Form S-8. Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement or any other registration statement on Form S-8, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement or any other registration statement on Form S-8, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or any other registration statement on Form S-8 or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof. This Power of Attorney may be signed in several counterparts.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities indicated on this 21st day of February, 2014.



Signature		Title

/s/ Andres Reiner		President, Chief Executive Officer and Director
Andres Reiner		(Principal Executive Officer)

/s/ Charles H. Murphy		Executive Vice President and Chief Financial Officer
Charles H. Murphy		(Principal Financial and Accounting Officer)

/s/ Ronald Woestemeyer		Executive Vice President, Strategic Business Planning and
Ronald Woestemeyer		Director

/s/ William Russell		Chairman of the Board
William Russell

/s/ Ellen Keszler		Director
Ellen Keszler

/s/ Greg B. Petersen		Director
Greg B. Petersen

/s/ Timothy V. Williams		Director
Timothy V. Williams

/s/ Mariette M. Woestemeyer		Director
Mariette M. Woestemeyer

EXHIBIT INDEX



Number		Exhibit
4.1		Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1.1 of the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007).
4.2		Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on August 21, 2013).
4.3		Specimen certificate for shares of common stock (incorporated by reference to the exhibit of the same number to the Registrant’s Form S-1 Registration Statement (Registration No. 333-141884), declared effective by the Securities and Exchange Commission on June 27, 2007).
4.4		Registration Statement No. 001-33554 on Form 8-A filed with the Securities and Exchange Commission on June 21, 2007 which is incorporated herein by reference pursuant to Item 3(c).
4.5*		PROS Holdings, Inc. Notice of Grant and Market Stock Units Award Agreement (Inducement Award).
4.6*		PROS Holdings, Inc. Notice of Grant and Restricted Stock Units Agreement (Non-Plan Award) (U.S.).
4.7*		PROS Holdings, Inc. Notice of Grant and Restricted Stock Units Agreement (Non-Plan Award) (France).
4.8*		PROS Holdings, Inc. Notice of Grant and Restricted Stock Units Agreement (Performance Vesting - France)
5.1*		Opinion and consent of DLA Piper LLP (US).
23.1*		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
23.2*		Consent of DLA Piper LLP (US) is contained in Exhibit 5.1.
24.1*		Power of Attorney. Reference is made to page 8 of this Registration Statement.

* Filed herewith

EXHIBIT 4.5

PROS HOLDINGS, INC.

MARKET STOCK UNITS GRANT NOTICE AND

MARKET STOCK UNITS AWARD AGREEMENT

INDUCEMENT AWARD

PROS Holdings, Inc., a Delaware corporation (the “ Company ”), hereby grants to the holder listed below (the “ Participant ”), an award (the “ Award ”) of Market Stock Units (the “ Units ”), which is a right to receive the value of one (1) share of Stock, on the terms and conditions set forth herein and in the Market Stock Units Award Agreement attached hereto (the “ Award Agreement ”), which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Award Agreement shall have the same defined meanings in this Grant Notice.



Participant:	D. Blair Crump
Grant Date:	February 24, 2014
Target Number of Units:	75,000, subject to adjustment as provided by the Award Agreement.
Maximum Number of Units:	150,000, which is 200% of the Target Number of Units, subject to adjustment as provided by the Award Agreement.
Performance Period:	The Company fiscal years beginning on January 1, 2014 and ending December 31, 2016, subject to Section 6.2 and Section 6.3 of the Award Agreement.
Performance Measure:	The difference, measured in percentage points, for the Performance Period between the Company Total Stockholder Return and the Benchmark Index Total Return, both determined in accordance with Section 4 of the Award Agreement.
Benchmark Index:	The Russell 2000 Index (Bloomberg Symbol RTY)
Earned Units:	The number of Earned Units, if any (not to exceed the Maximum Number of Units), shall equal the product of (i) the Target Number of Units and (ii) the Relative Return Factor, as illustrated by Appendix A .
Relative Return Factor:	A percentage (rounded to the nearest 1/10th of 1% and not greater than 200% or less than 0%) equal to the sum of 100% plus the product of 4 multiplied by the difference (whether positive or negative) equal to (i) the Company Total Stockholder Return minus (ii) the Benchmark Index Total Return, as illustrated by Appendix A .
Vesting Date:	January 1, 2017, except as otherwise provided by the Award Agreement.
Vested Units:	Provided that the Participant’s Service has not terminated prior to the Vesting Date (except as otherwise provided by the Award Agreement), the Earned Units, if any, shall become Vested Units on the Vesting Date.
Settlement Date:	For each Vested Unit, except as otherwise provided by the Award Agreement, a date occurring no later than the 30th day following the Vesting Date.

By his or her signature below or by electronic acceptance or authentication in a form authorized by the Company, the Participant agrees to be bound by the terms and conditions of the Award Agreement and this Grant Notice. The Participant has reviewed the Award Agreement and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of this Grant Notice and the Award Agreement. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Agreement or relating to the Units.



PROS HOLDINGS, INC.		PARTICIPANT
By:		By:
Print Name:		Print Name:	D. Blair Crump
Title:
Address:	3100 Main Street, Suite 900	Address:
	Houston, TX 77002


ATTACHMENTS:	PROS Holdings, Inc. Market Stock Units Award Agreement and Prospectus

APPENDIX A

ILLUSTRATION OF RELATIVE RETURN FACTOR AND RESULTING NUMBER OF EARNED UNITS



Percentage Point Difference of Company TSR Over/Under Benchmark Index Total Return	Relative Return Factor	Earned Units (Per 1,000 Target Units)
100	200%	2,000
95	200%	2,000
90	200%	2,000
85	200%	2,000
80	200%	2,000
75	200%	2,000
70	200%	2,000
65	200%	2,000
60	200%	2,000
55	200%	2,000
50	200%	2,000
45	200%	2,000
40	200%	2,000
35	200%	2,000
30	200%	2,000
25	200%	2,000
20	180%	1,800
15	160%	1,600
10	140%	1,400
5	120%	1,200
4	116%	1,160
3	112%	1,120
2	108%	1,080
1	104%	1,040
0	100%	1,000
-1	96%	960
-2	92%	920
-3	88%	880
-4	84%	840
-5	80%	800
-10	60%	600
-15	40%	400
-20	20%	200
-25	0%	0
-30	0%	0
-35	0%	0
-40	0%	0
-45	0%	0
-50	0%	0
-55	0%	0
-60	0%	0
-65	0%	0
-70	0%	0
-75	0%	0
-80	0%	0
-85	0%	0
-90	0%	0
-95	0%	0
-100	0%	0

APPENDIX A CONTINUED

ILLUSTRATIONS OF CALCULATION OF EARNED UNITS

PER 1,000 TARGET UNITS

Company Total Stockholder Return Exceeds Benchmark Index Total Return



Assumptions:
PRO:
Average Per Share Closing Price (beginning)		$15.50
Average Per Share Closing Price (ending)		$20.50

Russell 2000 Index:
Average Closing Index Value (beginning)		718.26
Average Closing Index Value (ending)		900.00

Computations:

Company Total Stockholder Return	((20.50 / 15.50) - 1) x 100	32.26%

Benchmark Index Total Return	((900.00 / 718.26) - 1) x 100	25.30%

Relative Return Factor	100 + (4.0 x (32.26 - 25.30))	127.8%

Earned Units	1,000 x 127.8%	1,278

Company Total Stockholder Return Is Less Than Benchmark Index Total Return



Assumptions:

PRO:
Average Per Share Closing Price (beginning)		$15.50
Average Per Share Closing Price (ending)		$18.76

Russell 2000 Index:
Average Closing Index Value (beginning)		718.26
Average Closing Index Value (ending)		900.00

Computations:

Company Total Stockholder Return	((18.76 / 15.50) - 1) x 100	21.03%

Benchmark Index Total Return	((900.00 / 718.26) - 1) x 100	25.30%

Relative Return Factor	100 + (4.0 x (21.03 - 25.30)	82.9%

Earned Units	1,000 x 82.9%	829

APPENDIX B

ILLUSTRATION OF ADJUSTMENT TO AVERAGE PER SHARE CLOSING PRICE

TO REFLECT ASSUMED REINVESTMENT OF CASH DIVIDENDS AND DISTRIBUTIONS


1.	Assumptions:


•	For the purposes of this illustration only, the averaging periods for determination of the Average Per Share Closing Price and the Average Closing Index Value are assumed to be the 10-day periods ending on the first day of the Performance Period and the last day of the Performance Period.


•	The Company declares and pays a quarterly cash dividend of $0.20 per share throughout all periods relevant to this illustration, with ex-dividend dates occurring each year on or about March 28, June 28, September 28 and December 28.


•	On the ex-dividend date, the dividend paid is reinvested to purchase an additional fractional share.


•	The Performance Period begins on January 1, 2XX1 and ends on December 31, 2XX2


2.	Calculate Average Per Share Closing Price at the beginning of the Performance Period.

On the ex-dividend date occurring on December 28, 2XX0, assume that the dividend of $0.20 paid on one share is reinvested. Compute an adjusted Average Per Share Closing Price for the five trading days during the 10-day period ending 01/01/2XX1.



Trading Day	Closing Price	Dividend Paid	Shares Purchased	Accumulated Shares	Total Accumulated Value
12/23/2XX0	$15.34			1.000	$15.34
12/27/2XX0	$15.41			1.000	$15.41
12/28/2XX0	$14.80	$0.20	0.0135	1.0135	$15.00
12/29/2XX0	$15.13			1.0135	$15.33
12/30/2XX0	$14.88			1.0135	$15.08
Average Per Share Closing Price with Dividends Reinvested					$15.23

3. Calculate Accumulated Shares During the Performance Period.

On each ex-dividend date during the Performance Period, assume that the dividend of $0.20 paid on one share is reinvested, and the fractional share is added to the 1.0135 accumulated shares determined during the initial averaging period.



Ex-Dividend Date	Closing Price	Dividend Paid	Shares Purchased	Accumulated Shares
03/28/2XX1	$15.97	$0.20	0.0125	1.0260
06/28/2XX1	$16.13	$0.20	0.0124	1.0384
09/28/2XX1	$16.69	$0.20	0.0120	1.0504
12/28/2XX1	$16.36	$0.20	0.0122	1.0626
03/28/2XX2	$17.20	$0.20	0.0116	1.0742
06/28/2XX2	$19.43	$0.20	0.0103	1.0845
09/27/2XX2	$18.85	$0.20	0.0106	1.0951
12/27/2XX2	$19.20	$0.20	0.0104	1.1055


4.	Calculate Average Per Share Closing Price at the end of the Performance Period.

On the ex-dividend date occurring on December 28, 2XX2, assume that the dividend of $0.20 paid on one share is reinvested, and the fractional share is added to the 1.0951 accumulated shares determined through the last ex-dividend date prior to the final averaging period. Compute an adjusted Average Per Share Closing Price for the six trading days during the 10-day period ending 12/31/2XX2.



Trading Day	Closing Price	Dividend Paid	Shares Purchased	Accumulated Shares	Total Accumulated Value
12/23/2XX2	$19.01			1.0951	$20.82
12/24/2XX2	$18.94			1.0951	$20.74
12/26/2XX2	$19.12			1.0951	$20.94
12/27/2XX2	$19.20	$0.20	0.0104	1.1055	$21.23
12/30//2XX2	$19.17			1.1055	$21.19
12/31/2XX2	$19.22			1.1055	$21.25
Average Per Share Closing Price with Dividends Reinvested					$21.03

PROS HOLDINGS, INC.

MARKET STOCK UNITS AWARD AGREEMENT

INDUCEMENT AWARD

PROS Holdings, Inc. (the “ Company ”) has granted on February 24, 2014 to the Participant named in the Market Stock Units Grant Notice (the “ Grant Notice ” ) to which this Market Stock Units Award Agreement (this “ Award Agreement ” ) is attached an Award consisting of Market Stock Units (the “ Units ”) subject to the terms and conditions set forth in the Grant Notice and this Award Agreement. This Award has not been granted pursuant to the PROS Holdings, Inc. 2007 Equity Incentive Plan or any other stock-based compensation plan of the Company. This Award is made in reliance on the shareholder approval exemption under NYSE Listed Company Manual Section 303A.08 applicable to inducement awards.

By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “ Award Prospectus ” ), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Award Prospectus.

1. Definitions and Construction

1.1 Definitions . Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

(a) “ Change in Control ” means, unless such term or an equivalent term is otherwise defined with respect to an Award by a written contract of employment or service, the occurrence of any of the following:

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d‑3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then‑outstanding securities entitled to vote generally in the election of directors of the Company; provided, however, that the following acquisitions shall not constitute a Change in Control: (1) an acquisition by any such person who on the Effective Date is the beneficial owner of more than fifty percent (50%) of such voting power, (2) any acquisition directly from the Company, including, without limitation, a public offering of securities, (3) any acquisition by the Company, (4) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (5) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or

(ii) an Ownership Change Event or series of related Ownership Change Events (collectively, a “ Transaction ” ) in which the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding securities entitled to vote generally in the election of directors of the Company or, in the case of an Ownership Change Event described in Section 1.1(i)(iii) , the entity to which the assets of the Company were transferred (the “ Transferee ” ), as the case may be; or

(iii) a liquidation or dissolution of the Company; provided, however, that a Change in Control shall be deemed not to include a transaction described in subsections (i) or (ii) of this Section 1.1(a) in which a majority of the members of the board of directors of the continuing, surviving or successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors. Notwithstanding the foregoing, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.

own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(b) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) “ Committee ” means the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer the Agreement and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly constituted to administer the Agreement, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(d) “ Company ” means PROS Holdings, Inc., a Delaware corporation, or any successor corporation thereto.

(e) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(f) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

(i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock (or the mean of the closing bid and asked prices of a share of Stock if the Stock is so quoted instead) as quoted on the national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable. If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.

(ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening, closing, or average of the high and low sale prices of a share of Stock on such date or the preceding trading day, the actual sale price of a share of Stock received by a Participant, any other reasonable basis using actual transactions in the Stock as reported on a national or regional securities exchange or market system and consistently applied, or on any other basis consistent with the requirements of Section 409A. The Committee may also determine the Fair Market Value upon the average selling price of the Stock during a specified period that is within thirty (30) days before or thirty (30) days after such date. The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under this Agreement to the extent consistent with the requirements of Section 409A.

(iii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse, and in a manner consistent with the requirements of Section 409A.

(g) “ Incumbent Director ” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but who was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(h) Ownership Change Event ” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

(i) “ Participating Company ” means the Company or any parent corporation or subsidiary corporation the Company.

(j) “ Participating Company Group ” means, at any point in time, all entities collectively which are then Participating Companies.

(k) “ Service ” means the Participant’s employment or service with the Participating Company Group, whether in the capacity of an employee, a director or a consultant. The Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating. Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, the Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Award. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(l) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 10 .

(m) “ Units ” mean the Restricted Stock Units originally granted pursuant to the Award as shall be adjusted from time to time pursuant to Section10 .

2. Administration .

All questions of interpretation concerning the Grant Notice and this Agreement shall be determined by the Committee. All determinations by the Committee shall be final and binding upon all persons having an interest in the Award. Any officer of the Company shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the officer has apparent authority with respect to such matter, right, obligation, or election.

3. The Award .

The Company hereby awards to the Participant the Target Number of Units set forth in the Grant Notice, which, depending on the extent to which a Performance Goal (as described herein) is attained during the Performance Period, may result in the Participant earning as little as zero (0) Units or as many as the Maximum Number of Units. Subject to the terms of this Award Agreement, each Unit, to the extent it is earned and becomes a Vested Unit, represents a right to receive on the Settlement Date one (1) share of Stock or, at the discretion of the Committee, the Fair Market Value thereof in cash. Unless and until a Unit has been determined to be an Earned Unit and has vested and become a Vested Unit as set forth in the Grant Notice, the Participant will have no right to settlement of such Units. Prior to settlement of any earned and vested Units, such Units will represent an unfunded and unsecured obligation of the Company.

4. Measurement of Performance Measure .

The components of Performance Measure shall be determined for the Performance Period in accordance with the following:

4.1. “ Company Total Stockholder Return ” means the percentage point increase or decrease in (a) the Average Per Share Closing Price for the 90 calendar day period ending on the last day of the Performance Period over (b) the Average Per Share Closing Price for the 90 calendar day period ending on the first day of the Performance Period.

4.2. “ Average Per Share Closing Price ” means the average of the daily closing prices per share of Stock as reported on the New York Stock Exchange for all trading days falling within an applicable 90 calendar day periods described in Section 4.1 . The Average Per Share Closing Price shall be adjusted in each case to reflect an assumed reinvestment, as of the of applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders, as applicable, during the 90 calendar day period ending on the first day of the Performance Period and during the

Performance Period. The method of adjustment of the Average Per Share Closing Price to reflect the assumed reinvestment of cash dividends and other cash distributions to stockholders is illustrated in Appendix B to the Grant Notice.

4.3. “ Benchmark Index Total Return ” means the percentage point increase or decrease in (a) the Average Closing Index Value for the 90 calendar day period ending on the last day of the Performance Period over (b) the Average Closing Index Value for the 90 calendar day period ending on the first day of the Performance Period.

4.4. “ Average Closing Index Value ” means the average of the daily closing index values of the Benchmark Index for all trading days falling within an applicable 90 calendar day period described in Section 4.3 .

5. Committee Certification of Earned Units .

5.1 Level of Performance Measure Attained. As soon as practicable following completion of the Performance Period, but in any event no later than the Settlement Date, the Committee shall certify in writing the level of attainment of the Performance Measure during the Performance Period, the resulting Relative Return Factor and the number of Units which have become Earned Units.

5.2 Adjustment for Leave of Absence or Part-Time Work. Unless otherwise required by law or Company policy, if the Participant takes one or more unpaid leaves of absence in excess of thirty (30) days in the aggregate during the Performance Period, the number of Units which would otherwise become Earned Units shall be prorated on the basis of the number of days of the Participant’s Service during the Performance Period during which the Participant was not on an unpaid leave of absence. Unless otherwise required by law or Company policy, if the Participant commences working on a part-time basis during the Performance Period, the Committee may, in its discretion, reduce on a pro rata basis (reflecting the portion of the Performance Period worked by the Participant on a full-time equivalent basis) the number of Units which would otherwise become Earned Units, or provide that the number of Units which would otherwise become Earned Units shall be reduced as provided by the terms of an agreement between the Participant and the Company pertaining to the Participant’s part-time schedule.

6. Vesting of Earned Units .

6.1 Normal Vesting. Except as otherwise provided by this Award Agreement, Earned Units shall vest and become Vested Units as provided in the Grant Notice.

6.2 Vesting Upon a Change in Control. In the event of a Change in Control, the vesting of Earned Units shall be determined in accordance with Section 12.1 .

6.3 Vesting Upon Involuntary Termination in Anticipation of a Change in Control. In the event that Participant’s Service is terminated by the Company other than for Cause, excluding as a result of the Participant’s death or Disability (an “ Involuntary Termination ”), and such Involuntary termination either (a) occurred within the one hundred twenty (120) day period prior to the effective date of a Change in Control or (b) is demonstrated by the Participant to the reasonable satisfaction of the Committee to have been at the request of a third party who is a party to such Change in Control (in either case, an “ Involuntary Termination in Anticipation of a Change in Control ”), then the vesting of Earned Units shall be determined in accordance with Section 12.2 .

6.4 Vesting Upon Involuntary Termination Following a Change in Control. In the event that upon or within twelve (12) months following the effective date of a Change in Control, the Participant’s Service terminates due to Involuntary Termination, then the vesting of Earned Units shall be determined in accordance with Section 12.3 .

7. Termination of Service .

Unless otherwise specified in an employment agreement or other written agreement between the Company and the Participant which is applicable to this Award, in the event that the Participant’s Service terminates for any reason, with or without cause, other than as described in Section 6.3 or 6.4 , the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor.

8. Settlement of the Award .

8.1 Issuance of Shares of Common Stock or Cash Equivalent . Subject to the provisions of Section 8.3 and Section 9 below, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock. Shares issued in settlement of Vested Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 8.3 . At the discretion of the Committee, payment with respect to all or any portion of the Vested Units may be made in a lump sum cash payment in an amount equal to the Fair Market Value, determined as of the Settlement Date, of the shares of Stock or other securities or property otherwise issuable in settlement of such Vested Units.

8.2 Beneficial Ownership of Shares; Certificate Registration . The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with a Company-designated brokerage firm or, at the Company’s discretion, any other broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the Participant’s Heirs.

8.3 Restrictions on Grant of the Award and Issuance of Shares . The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of U.S. federal, state or foreign law with respect to such securities. No shares may be issued hereunder if the issuance of such shares would constitute a violation of any applicable U.S. federal, state or foreign securities laws or other laws or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company. Further, regardless of whether the transfer or issuance of the shares to be issued pursuant to the Units has been registered under the Securities Act or has been registered or qualified under the securities laws of any State, the Company may impose additional restrictions upon the sale, pledge, or other transfer of the shares (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company’s transfer agent) if, in the judgment of the Company and the Company’s counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities laws of any State, or any other law.

8.4 Fractional Shares . The Company shall not be required to issue fractional shares upon the settlement of the Award.

9. Tax Withholding and Advice .

9.1 In General. Subject to Section 9.2 , at the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the U.S. federal, state, and local taxes and (if applicable) taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes) and required by law to be withheld with respect to any taxable event arising as a result of this Agreement (referred to herein as “ Tax-Related Items ”).

9.2 Withholding of Taxes. The Company or any other Participating Company, as appropriate, shall have the authority and the right to deduct or withhold, or require the Participant to remit to the applicable Participating Company, an amount sufficient to satisfy applicable Tax-Related Items or to take such other action as may be necessary in the opinion of the applicable Participating Company to satisfy such Tax-Related Items (including hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy). In this regard, the Participant authorizes the applicable Participating Company or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the applicable Participating Company; or

(b) withholding from proceeds of the sale of shares acquired upon vesting and settlement of the Units, either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization); or

(d) direct payment from the Participant.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Participant is covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the applicable Participating Company any amount of Tax-Related Items that the Participating Company may be required to withhold as a result of this Agreement that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares that may be issued in connection with the settlement of the Units if the Participant fails to comply with his or her Tax-Related Items obligations.

9.3 Tax Advice . The Participant represents, warrants and acknowledges that the Company has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Award Agreement, and the Participant is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences. THE PARTICIPANT UNDERSTANDS THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

10. Adjustments for Changes in Capital Structure .

Subject to any required action by the stockholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award. For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.” Any and all, new, substituted or additional securities or other property to which the Participant is entitled by reason of ownership to shares acquired pursuant to the Award will be immediately subject to the provisions of this Award on the same basis as all shares originally acquired hereunder. Any fractional Unit or share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

11. Authorization to Release Necessary Personal Information .

The Participant hereby authorizes and directs the Participant’s employer to collect, use and transfer in electronic or other form, any personal information (the “ Data ”) regarding the Participant’s Service, the nature and amount of the Participant’s compensation and the fact and conditions of this Agreement (including, but not limited to, the Participant’s name, home address, telephone number, date of birth, social security number (or any other social or national identification number), salary, nationality, job title, number of shares held and the details of all Units or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding) for the purpose of implementing, administering and managing this Agreement. The Participant understands that the Data may be transferred to the Company or any other Participating Company, or to any third parties assisting in the implementation, administration and management of this Agreement, including any requisite transfer to a brokerage firm or other third party assisting with administration of the Award or with whom shares acquired upon settlement of this Award or cash from the sale of such shares may be deposited. The Participant acknowledges that recipients of the Data may be located in different countries, and those countries may have data privacy laws and protections different from those in the

country of the Participant’s residence. Furthermore, the Participant acknowledges and understands that the transfer of the Data to the Company or any of other Participating Company, or to any third parties is necessary for purposes of this Agreement. The Participant may at any time withdraw the consents herein, by contacting the Company’s stock administration department in writing. The Participant further acknowledges that withdrawal of consent may affect the Participant’s ability to realize benefits from the Award and this Agreement.

12. Change in Control .

In the event of a Change in Control, this Section 12 shall determine the treatment of the Units which have not otherwise become Vested Units, except as otherwise determined in accordance with and employment agreement or other agreement between the Company and the Participant which is applicable to this Award.

12.1 Effect of Change in Control on Award. In the event of a Change in Control, the Performance Period shall end on the day immediately preceding the Change in Control (the “ Adjusted Performance Period ”). The number of Earned Units and the vesting of those Units shall be determined for the Adjusted Performance Period in accordance with the following:

(a) Earned Units. In the Committee’s determination of the number of Earned Units for the Adjusted Performance Period, the following modifications shall be made to the components of the Relative Return Factor:

(i) The Company Total Stockholder Return shall be determined as provided by Section 4.1 , except that the Average Per Share Closing Price for the 90 calendar day period ending on the last day of the Adjusted Performance Period shall be replaced with the price per share of Stock to be paid to the holder thereof in accordance with the definitive agreement governing the transaction constituting the Change in Control (or, in the absence of such agreement, the closing price per share of Stock as reported on the New York Stock Exchange for the last trading day of the Adjusted Performance Period), adjusted to reflect an assumed reinvestment, as of the applicable ex-dividend date, of all cash dividends and other cash distributions (excluding cash distributions resulting from share repurchases or redemptions by the Company) paid to stockholders during the Adjusted Performance Period, as illustrated in Section 4.2 .

(ii) The Benchmark Index Total Return shall be determined as provided by Section 4.3 , except that for the purposes of clause (a) thereof, the Average Closing Index Value shall be determined for the 90 calendar day period ending on the last day of the Adjusted Performance Period.

(b) Vested Units. Except as provided by Section 12.2 , as of the last day of the Adjusted Performance Period and provided that the Participant’s Service has not terminated prior to such date, a portion of the Earned Units determined in accordance with Section 12.1(a) shall become Vested Units (the “ Accelerated Units ”), with such portion determined by multiplying the total number of Earned Units by a fraction, the numerator of which equals the number of days contained in the Adjusted Performance Period and the denominator of which equals the number of days contained in the original Performance Period determined without regard to this Section. The Accelerated Units shall be settled in accordance Section 8 immediately prior to the consummation of the Change in Control. Except as otherwise provided by Section 12.3 , that portion of the Earned Units determined in accordance with Section 12.1(a) in excess of the number of Accelerated Units shall become Vested Units on the Vesting Date of the original Performance Period determined without regard to this Section, provided that the Participant’s Service has not terminated prior to such Vesting Date. Such Vested Units shall be settled on the Settlement Date in accordance with Section 8 , provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock).

12.2 Involuntary Termination in Anticipation of a Change in Control. In the event that Participant’s Service terminates due to Involuntary Termination in Anticipation of a Change in Control, the number of Earned Units shall be determined in the manner specified by Section 6.3 as of the day immediately preceding the Change in Control, with respect to an Adjusted Performance Period ending on such day. The number of Earned Units so determined shall vest in full and become Vested Units, and such Vested Units shall be settled in accordance Section 8 immediately prior to the consummation of the Change in Control.

12.3 Involuntary Termination Following Change in Control. In the event that upon or within twelve (12) months following the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Earned Units determined in accordance with Section 6.4 in excess of the number of Accelerated Units shall be deemed Vested Units effective as of the date of the Participant’s Involuntary Termination and shall be settled in accordance with Section 8 , treating the date of the Participant’s termination of Service as the Vesting Date, and provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Stock).

13. Delivery of Documents and Notices . Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(a) Description of Electronic Delivery . The Award documents, which may include but do not necessarily include: the Grant Notice, this Agreement, the Award Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Award as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Award, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 13(a) . The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13(a) .

14. No Entitlement or claims for compensation .

14.1. The Participant’s rights, if any, in respect of or in connection with the Units are derived solely from the discretionary decision of the Company to permit the Participant to benefit from a discretionary Award. By accepting the Units, the Participant expressly acknowledges that there is no obligation on the part of the Company to grant any additional Units or other Awards to the Participant. The Units are not intended to be compensation of a continuing or recurring nature, or part of the Participant’s normal or expected compensation, and in no way represents any portion of the Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any other purpose.

14.2. Neither this Agreement nor the Units shall be deemed to give the Participant a right to remain an Employee, Director or Consultant of the Company or any other Participating Company. The Participating Company Group reserves the right to terminate the Service of the Participant at any time, with or without cause, and for any reason, subject to applicable laws, the Company’s Certificate of Incorporation and Bylaws and a written employment agreement (if any), and the Participant shall be deemed irrevocably to have waived any claim to damages or specific

performance for breach of contract or dismissal, compensation for loss of office, tort or otherwise with respect to this Agreement, the Units or any other outstanding Award that is forfeited and/or is terminated by its terms or to any future Award.

15. Rights as a Stockholder .

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, dividend equivalents, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 11.

16. Miscellaneous Provisions .

16.1. Amendment. The Committee may amend this Award Agreement at any time; provided, however, that no such amendment may adversely affect the Participant’s rights under this Award Agreement without the consent of the Participant, except to the extent such amendment is necessary to comply with applicable law, including, but not limited to, Code Section 409A. No amendment or addition to this Award Agreement shall be effective unless in writing.

16.2. Nontransferability of the Award. Prior to the issuance of shares on the applicable Settlement Date, no right or interest of the Participant in the Award nor any shares issuable on settlement of the Award shall be in any manner pledged, encumbered, or hypothecated to or in favor of any party other than the Company or shall become subject to any lien, obligation, or liability of such Participant to any other party other than the Company. Except as otherwise provided by the Committee, no Award shall be assigned, transferred or otherwise disposed of other than by will or the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

16.3. Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Award Agreement.

16.4. Binding Effect. This Award Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

16.5. Notices. Any notice required to be given or delivered to the Company under the terms of this Award Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to the Participant shall be in writing and addressed to the Participant at the address maintained for the Participant in the Company’s records or at the address of the local office of the Company or of any other Participating Company at which the Participant works.

16.6. Construction of Award Agreement. The Grant Notice and this Award Agreement, and the Units evidenced hereby (i) are made and granted pursuant to this Agreement and are in all respects limited by and subject to the terms of this Agreement, and (ii) constitute the entire agreement between the Participant and the Company on the subject matter hereof and supersede all proposals, written or oral, and all other communications between the parties related to the subject matter. All decisions of the Committee with respect to any question or issue arising under the Grant Notice or this Award Agreement shall be conclusive and binding on all persons having an interest in the Units.

16.7. Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Texas, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

16.8. Section 409A.

(a) Compliance with Code Section 409A. Notwithstanding any other provision, this Award Agreement or the Grant Notice, this Agreement and the Grant Notice shall be interpreted in accordance with, and incorporate the terms and conditions required by, Code Section 409A (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof). The vesting and settlement of

Units awarded pursuant to this Award Agreement are intended to qualify for the “short-term deferral” exemption from Code Section 409A. The Company reserves the right, to the extent the Company deems necessary or advisable in its sole discretion, to unilaterally amend or modify this Award Agreement to ensure that the Units qualify for exemption from or comply with Code Section 409A; provided , however , that the Company makes no representations that the Units will be exempt from Code Section 409A and makes no undertaking to preclude Code Section 409A from applying to the Units.

(b) Separation from Service; Required Delay in Payment to Specified Employee. Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of Code Section 409A shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of Code Section 409A. Furthermore, to the extent that the Participant is a “specified employee” within the meaning of Code Section 409A as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall paid to the Participant before the date (the “ Delayed Payment Date ” ) which is the first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service. All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.

16.9. Administration. The Committee shall have the power to interpret this Award Agreement and to adopt such rules for the administration, interpretation and application of this Award Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Award Agreement or the Units.

16.10. Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

16.11. Severability. If any provision of this Award Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Award Agreement shall be deemed valid and enforceable to the full extent possible.

16.12. Relocation Outside the United States. If the Participant relocates to a country outside the United States, the Company reserves the right to impose other requirements on this Agreement, on the Units and on any shares acquired pursuant to this Agreement, to the extent the Company determines necessary or advisable in order to comply with local law or facilitate this Agreement, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

EXHIBIT 4.6

PROS HOLDINGS, INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(Non-Plan Award)

________________________ (the “ Participant ” ) has been granted an award of Restricted Stock Units (the “ Award ” ) pursuant to the PROS Holdings, Inc. Restricted Stock Units Agreement (the “ Agreement ” ) and this Notice of Grant of Restricted Stock Units, each of which entitles the Participant to the right to receive on the applicable Settlement Date one (1) share of Stock of PROS Holdings, Inc., as follows:



Date of Grant:	_______________
Number of Restricted Stock Units:	_______________, subject to adjustment as provided by the Agreement.
Settlement Date:	For each Unit, except as otherwise provided by the Agreement, the date on which such unit becomes a Vested Unit in accordance with the vesting schedule set forth below.
Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to the relevant date, the number of Vested Units (disregarding any resulting fractional Unit) as of any date is determined as follows::
	Vesting Date	No. Units Vesting	Cumulative No. Vested Units

By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Notice and by the provisions of the Agreement, which is made a part of this document. The Participant represents that the Participant has read and is familiar with the provisions of the Agreement and hereby accepts the Award subject to all of their terms and conditions.

PROS HOLDINGS, INC. PARTICIPANT

By: Signature

Its: Date

Address: 3100 Main Street, Suite #900 Address

Houston, TX 77002


ATTACHMENTS:	PROS Holdings, Inc. Restricted Stock Units Agreement (Non-Plan Award) and Award Prospectus

PROS HOLDINGS, INC.

RESTRICTED STOCK UNITS AGREEMENT

(NON-PLAN AWARD)

PROS Holdings, Inc. (NYSE: PRO) has granted on __________________ (the “ Effective Date ”) to the Participant named in the Notice of Grant of Restricted Stock Units (the “ Grant Notice ” ) to which this Restricted Stock Units Agreement (the “ Agreement ” ) is attached an award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement (the “Award ”). This Award has not been granted pursuant to the PROS Holdings, Inc. 2007 Equity Incentive Plan or any other stock-based compensation plan of the Company. This Award is made in reliance on the shareholder approval exemption under NYSE Listed Company Manual Section 303A.08 applicable to inducement awards.

By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “ Award Prospectus ” ), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (defined below) upon any questions arising under the Grant Notice, this Agreement or the Award Prospectus.

1. Definitions and Construction .

1.1 Definitions . Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

successor entity, or parent thereof, immediately after such transaction is comprised of Incumbent Directors (as defined herein). Notwithstanding the foregoing, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.

For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company or the Transferee, as the case may be, either directly or through one or more subsidiary corporations or other business entities. The Committee shall have the right to determine whether multiple sales or exchanges of the voting securities of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(b) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(c) “ Committee ” means the Compensation Committee and such other committee or subcommittee of the Board, if any, duly appointed to administer this Agreement and having such powers in each instance as shall be specified by the Board. If, at any time, there is no committee of the Board then authorized or properly constituted to administer this Agreement, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.

(d) “ Company ” means PROS Holdings, Inc., a Delaware corporation, or any successor corporation thereto.

(e) “ Dividend Equivalent Units ” mean additional Restricted Stock Units credited pursuant to Section 3.3 .

(f) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(g) “ Fair Market Value ” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:

Value as provided in this Section for different purposes under this Agreement to the extent consistent with the requirements of Section 409A.

(h) “ Incumbent Director ” means a director who either (i) is a member of the Board as of the Effective Date or (ii) is elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination, but who was not elected or nominated in connection with an actual or threatened proxy contest relating to the election of directors of the Company.

(i) “ Insider Trading Policy” means the written policy of the Company pertaining to the purchase, sale, transfer or other disposition of the Company’s equity securities by its directors, officers, employees or other service providers who may possess material, nonpublic information regarding the Company or its securities.

(j) “ Ownership Change Event ” means the occurrence of any of the following with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party; or (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company (other than a sale, exchange or transfer to one or more subsidiaries of the Company).

(k) “ Participating Company ” means the Company or any parent corporation or subsidiary corporation the Company.

(l) “ Participating Company Group ” means, at any point in time, all entities collectively which are then Participating Companies.

(m) “ Service ” means the Participant’s employment or service with the Participating Company Group, whether in the capacity of an employee, a director or a consultant. The Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the Participating. Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service. Furthermore, the Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company. Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Award. The Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company. Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(n) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 9 .

(o) “ Termination After a Change in Control ” means the occurrence of either of the following events upon, or within eighteen (18) months after, a Change in Control:

(i) termination by the Participating Company Group of the Participant’s Service for any reason other than Cause, the Participant’s death or the Participant’s Disability; or

(ii) the Participant’s resignation from all capacities in which the Participant is then rendering Service within ninety (90) days following a reduction of the Participant’s base salary by fifteen percent (15%) or more without the Participant’s express written consent, provided that the Participant delivered written notice to the Participating Company employing the Participant of such reduction within thirty (30) days of its initial occurrence and the Participating Company has failed to cure such reduction within thirty (30) days following such written notice.

(p) “ Units ” mean the Restricted Stock Units originally granted pursuant to the Award and the Dividend Equivalent Units credited pursuant to the Award, as both shall be adjusted from time to time pursuant to Section 9 .

1.2 Construction . Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular. Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.

2. Administration .

3. The Award .

3.1 Grant of Restricted Stock Units. On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Number of Restricted Stock Units set forth in the Grant Notice, subject to adjustment as provided in Section 3.3 and Section 9 . Each Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.

3.2 No Monetary Payment Required. The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered and/or future services to be rendered to a Participating Company or for its benefit. Notwithstanding the foregoing, if required by applicable state corporate law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.

3.3 Dividend Equivalent Units. On the date that the Company pays a cash dividend to holders of Stock generally, the Participant shall be credited with a number of additional whole Dividend Equivalent Units determined by dividing (a) the product of (i) the dollar amount of the cash dividend paid per share of Stock on such date and (ii) the total number of Restricted Stock Units and Dividend Equivalent Units previously credited to the Participant pursuant to the Award and which have not been settled or forfeited pursuant to the Company Reacquisition Right (as defined below) as of such date, by (b) the Fair Market Value per share of Stock on such date. Any resulting fractional Dividend Equivalent Unit shall be rounded to the nearest whole number. Such additional Dividend Equivalent Units shall be subject to the same terms and conditions and shall be settled or forfeited in the same manner and at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited.

4. Vesting of Units .

4.1 Normal Vesting. Except as otherwise provided by this Section, Units shall vest and become Vested Units as defined and provided in the Grant Notice. Dividend Equivalent Units shall become

Vested Units at the same time as the Restricted Stock Units originally subject to the Award with respect to which they have been credited. In the event that a Vesting Date as provided by the Grant Notice (an “ Original Vesting Date ” ) would occur on a date on which a sale by the Participant of the shares to be issued in settlement of the Units becoming Vested Units on such Original Vesting Date would violate the Insider Trading Policy of the Company, such Vesting Date shall be deferred until the first to occur of (a) the next business day on which a sale by the Participant of such shares would not violate the Insider Trading Policy or (b) the later of (i) the last day of the calendar year in which the Original Vesting Date occurred or (ii) the last day of the Company’s taxable year in which the Original Vesting Date occurred.

4.2 Federal Excise Tax Under Section 4999 of the Code.

a. Excess Parachute Payment. In the event that any vesting pursuant to this Agreement and any other payment or benefit received or to be received by the Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Section 280G of the Code, the amount of any acceleration of vesting called for under this Agreement shall not exceed the amount which produces the greatest after-tax benefit to the Participant.

b. Determination by Independent Accountants. Upon the occurrence of any event that might reasonably be anticipated to give rise to application of Section 4.4(a) (an “ Event ” ), the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “ Accountants ” ). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 4.4(a) .

5. Company Reacquisition Right .

5.1 Grant of Company Reacquisition Right . In the event that the Participant’s Service terminates for any reason or no reason, with or without Cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment therefor (the “ Company Reacquisition Right ” ), subject to the provisions of any employment, service or other agreement between the Participant and a Participating Company referring to this Award.

5.2 Ownership Change Event, Dividends, Distributions and Adjustments . Upon the occurrence of an Ownership Change Event, a dividend or distribution to the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 9 , any and all new, substituted or additional securities or other property (other than regular, periodic dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be. For purposes of determining the number of Vested Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a

Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

6. Settlement of the Award .

6.1 Issuance of Shares of Stock . Subject to the provisions of Section 6.3 below, the Company shall issue to the Participant, on the Settlement Date with respect to each Unit to be settled on such date, one (1) share of Stock. Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 6.3 , Section 7 or the Insider Trading Policy.

6.2 Beneficial Ownership of Shares; Certificate Registration . The Participant hereby authorizes the Company, in its sole discretion, to deposit for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice any or all shares acquired by the Participant pursuant to the settlement of the Award. Except as provided by the preceding sentence, a certificate for the shares as to which the Award is settled shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.

6.3 Restrictions on Grant of the Award and Issuance of Shares . The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

6.4 Fractional Shares . The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. Tax Withholding .

7.1 In General. Subject to Section 7.2 , at the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the U.S. federal, state, and local taxes and (if applicable) taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes) and required by law to be withheld with respect to any taxable event arising as a result of the Participant's participation in this Agreement (referred to herein as “ Tax-Related Items ”).

7.2 Withholding of Taxes. The Company or any other Participating Company, as appropriate, shall have the authority and the right to deduct or withhold, or require the Participant to remit to the applicable Participating Company, an amount sufficient to satisfy applicable Tax-Related Items or to take such other action as may be necessary in the opinion of the applicable Participating Company to satisfy such Tax-Related Items (including hypothetical withholding tax amounts if the Participant is covered under a Company tax equalization policy). In this regard, the Participant authorizes the applicable Participating Company or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following:

(a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the applicable Participating Company; or

(d) direct payment from the Participant.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Participant is covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the applicable Participating Company any amount of Tax-Related Items that the Participating Company may be required to withhold as a result of the Participant's participation in this Agreement that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares that may be issued in connection with the settlement of the Units if the Participant fails to comply with his or her Tax-Related Items obligations.

7.3 Tax Advice . The Participant represents, warrants and acknowledges that the Company has made no warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Award Agreement, and the Participant is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences. THE PARTICIPANT UNDERSTANDS THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

8. Effect of Change in Control on Award .

In the event of a Change in Control, if the Company’s rights and obligations with respect to outstanding Units are not assumed, continued or substituted for by the Acquiror as described in Section 4.2 , the Award shall be settled in accordance with Section 6 and in no event later than the fifteenth (15th) day of the third month following the end of the calendar year of the consummation of the Change in Control.

9. Adjustments for Changes in Capital Structure .

down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

10. Rights as a Stockholder .

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 3.3 and Section 9 .

11. Legends .

The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement. The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this section.

12. Compliance with Section 409A .

It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in a deferral of compensation as described in Section 409A of the Code ( “ Section 409A Deferred Compensation ” ) shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non‑compliance. In connection with effecting such compliance with Section 409A, the following shall apply:

12.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred Compensation in connection with a “separation from service” (as determined for purposes of Section 409A) shall not be made until six (6) months after the Participant’s separation from service (the “ Section 409A Deferral Period ”). In the event such payments are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, the payments of Section 409A Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

12.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with Section 409A of the Code.

12.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A of the Code without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A of the Code.

13. Miscellaneous Provisions .

13.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation or as provided in Section 12.3 . No amendment or addition to this Agreement shall be effective unless in writing.

13.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

13.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

13.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

13.5 Delivery of Documents and Notices. Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 13.5(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 13.5(a) . The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 13.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised

e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 13.5(a) .

13.6 Administration. The Committee shall have the power to interpret this Award Agreement and to adopt such rules for the administration, interpretation and application of the Award Agreement as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to this Award Agreement or the Units.

13.7 Integrated Agreement. The Grant Notice and this Agreement, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

13.8 Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Texas, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

13.9 Relocation Outside the United States. If the Participant relocates to a country outside the United States, the Company reserves the right to impose other requirements as a result of this Agreement, on the Units and on any shares acquired pursuant to this Agreement, to the extent the Company determines necessary or advisable in order to comply with local law or facilitate this Agreement, and to require the Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

13.10 Severability. If any provision of this Award Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the extent possible. In any event, all other provisions of this Award Agreement shall be deemed valid and enforceable to the full extent possible.

13.11 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

EXHIBIT 4.7

PROS HOLDINGS, INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(Non-Plan Award for 2014-2015 Performance)

(For French Participants)

________________________ (the “ Participant ” ) has been granted an award of Restricted Stock Units (the “ Award ” ) pursuant to the PROS Holdings, Inc. (the “ Company ”) Restricted Stock Units Agreement (the “ Agreement ” ) and this Notice of Grant of Restricted Stock Units, each of which entitles the Participant to the right to receive on the applicable Settlement Date one (1) share of Stock of the Company, as follows:



Date of Grant:	February 24, 2014
Number of Restricted Stock Units:	_______________, subject to adjustment as provided by the Agreement.
Settlement Date:	For each Unit, except as otherwise provided by the Agreement, the date which is as soon as practicable following the date on which the Company’s Board of Directors (the “ Board ”) has determined the Combined Bookings (defined below) for the purposes of this Award .
Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to February 24, 2016, the Units shall vest if at all on February 24, 2016 (the “ Vesting Date ”). The number of Vested Units (if any and disregarding any resulting fractional Unit) as of the Vesting Date is determined by multiplying the Number of Restricted Stock Units times the Vested Percentage applicable to the Combined Bookings, as determined in the sole and absolute discretion of the Board, specified below:
Combined Bookings		Vested Percentage
Less than $40 million		0%
$50 million		50%
$60 million or more		100%
If the actual Combined Bookings is between any of the Combined Bookings thresholds specified above, the Vested Percentage shall be interpolated linearly, rounding up to the nearest whole percentage. “ Combined Bookings ” means, for the Company’s 2014 and 2015 fiscal years combined, the amount of revenue expected to be earned by the Company from binding customer agreements for the provision of consumer price quote solutions from (a) software licenses, (b) the first year of maintenance and support services associated with any software license, (c) professional service fees, and (d) software as a service fees contemplated in such agreements. Combined Bookings will be determined by the Board in good faith consistent with the Company’s past practices, and will exclude revenue (i) derived from contractual options which may be exercised at the election of a customer, and (ii) from any agreement which is terminable by the customer for any reason other than material breach by the Company.
Local Law:	The laws, rules and regulations of France, of which the Participant is a resident.

With respect to Participants wishing to benefit from the favorable tax and social security regime provided for by French law, granting and sale of Restricted Stock Units are subject to provision and requirements as provided in by Section 80 Quaterdecies of the French Tax Code.

PROS HOLDINGS, INC. PARTICIPANT

By: Signature

Its: Date

Address: 3100 Main Street, Suite #900 Address

Houston, TX 77002


ATTACHMENTS:	PROS Holdings, Inc. Restricted Stock Units Agreement (Non-Plan Award) and Addendum and Award Prospectus

PROS HOLDINGS, INC.

RESTRICTED STOCK UNITS AGREEMENT

(NON-PLAN AWARD)

PROS Holdings, Inc. (NYSE: PRO) has granted on February 24, 2014 (the “ Effective Date ”) to the Participant named in the Notice of Grant of Restricted Stock Units (the “ Grant Notice ” ) to which this Restricted Stock Units Agreement (the “ Agreement ” ) is attached an award consisting of Restricted Stock Units subject to the terms and conditions set forth in the Grant Notice and this Agreement (the “Award ”). This Award has not been granted pursuant to the PROS Holdings, Inc. 2007 Equity Incentive Plan or any other stock-based compensation plan of the Company. This Award is made in reliance on the shareholder approval exemption under NYSE Listed Company Manual Section 303A.08 applicable to inducement awards.

By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement and a prospectus for the Award prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “ Award Prospectus ” ), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice and this Agreement and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (defined below) upon any questions arising under the Grant Notice, this Agreement or the Award Prospectus.

1. Definitions and Construction .

1.1 Definitions . Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice.

(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d‑3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total combined voting power of the Company’s then‑outstanding securities entitled to vote generally in the election of directors of the Company; provided, however, that the following acquisitions shall not constitute a Change in Control: (1) an acquisition by any such person who on the Effective Date the beneficial owner of more than fifty percent (50%) of such voting power, (2) any acquisition directly from the Company, including, without limitation, a public offering of securities, (3) any acquisition by the Company, (4) any acquisition by a trustee or other fiduciary under an employee benefit plan of a Participating Company or (5) any acquisition by an entity owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the voting securities of the Company; or

(as defined herein). Notwithstanding the foregoing, to the extent that any amount constituting Section 409A Deferred Compensation would become payable under this Agreement by reason of a Change in Control, such amount shall become payable only if the event constituting a Change in Control would also constitute a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.

(b) “ Code ” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.

(d) “ Company ” means PROS Holdings, Inc., a Delaware corporation, or any successor corporation thereto.

(e) “ Dividend Equivalent Units ” mean additional Restricted Stock Units credited pursuant to Section 3.3 .

(f) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Value as provided in this Section for different purposes under the Agreement to the extent consistent with the requirements of Section 409A.

(k) “ Participating Company ” means the Company or any parent corporation or subsidiary corporation the Company.

(l) “ Participating Company Group ” means, at any point in time, all entities collectively which are then Participating Companies.

(n) “ Stock ” means the common stock of the Company, as adjusted from time to time in accordance with Section 9 .

(o) “ Termination After a Change in Control ” means the occurrence of either of the following events upon, or within eighteen (18) months after, a Change in Control:

(i) termination by the Participating Company Group of the Participant’s Service for any reason other than Cause, the Participant’s death or the Participant’s Disability; or

2. Administration .

3. The Award .

4. Vesting of Units .

4.1 Normal Vesting. Except as otherwise provided by this Section, Units shall vest and become Vested Units as defined and provided in the Grant Notice. Dividend Equivalent Units shall become

4.2 Federal Excise Tax Under Section 4999 of the Code.

(a) Excess Parachute Payment. In the event that any vesting pursuant to this Agreement and any other payment or benefit received or to be received by the Participant would subject the Participant to any excise tax pursuant to Section 4999 of the Code due to the characterization of such acceleration of vesting, payment or benefit as an excess parachute payment under Section 280G of the Code, the amount of any acceleration of vesting called for under this Agreement shall not exceed the amount which produces the greatest after-tax benefit to the Participant.

(b) Determination by Independent Accountants. Upon the occurrence of any event that might reasonably be anticipated to give rise to application of Section 4.4(a) (an “ Event ” ), the Company shall promptly request a determination in writing by independent public accountants selected by the Company (the “ Accountants ” ). Unless the Company and the Participant otherwise agree in writing, the Accountants shall determine and report to the Company and the Participant within twenty (20) days of the date of the Event the amount of such acceleration of vesting, payments and benefits which would produce the greatest after-tax benefit to the Participant. For the purposes of such determination, the Accountants may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make their required determination. The Company shall bear all fees and expenses the Accountants may reasonably charge in connection with their services contemplated by this Section 4.4(a)

5. Company Reacquisition Right .

Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.

6. Settlement of the Award .

6.4 Fractional Shares . The Company shall not be required to issue fractional shares upon the settlement of the Award.

7. Tax Withholding .

7.1 In General. Subject to Section 7.2 , at the time the Grant Notice is executed, or at any time thereafter as requested by the Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the U.S. federal, state, and local taxes and (if applicable) taxes imposed by jurisdictions outside of the United States (including income tax, social insurance contributions, payment on account and any other taxes) and required by law to be withheld with respect to any taxable event arising as a result of the Participant’s participation in the Agreement (referred to herein as “ Tax-Related Items ”).

(a) withholding from the Participant’s wages or other cash compensation paid to the Participant by the applicable Participating Company; or

(d) direct payment from the Participant.

To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the Participant is covered by a Company tax equalization policy, the Participant agrees to pay to the Company any additional hypothetical tax obligation calculated and paid under the terms and conditions of such tax equalization policy. Finally, the Participant shall pay to the applicable Participating Company any amount of Tax-Related Items that the Participating Company may be required to withhold as a result of his or her participation in the Agreement that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the shares that may be issued in connection with the settlement of the Units if the Participant fails to comply with his or her Tax-Related Items obligations.

7.3 Tax Advice . The Participant represents, warrants and acknowledges that the Company has made no warranties or representations to the Participant with respect to the income tax or social insurance consequences of the transactions contemplated by this Award Agreement, and the Participant is in no manner relying on the Company or the Company’s representatives for an assessment of such tax consequences. THE PARTICIPANT UNDERSTANDS THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT HIS OR HER OWN TAX ADVISOR REGARDING THE UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

8. Effect of Change in Control on Award .

9. Adjustments for Changes in Capital Structure .

down to the nearest whole number. Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.

10. Rights as a Stockholder .

The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of a certificate for such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such certificate is issued, except as provided in Section 3.3 and Section 9 .

11. Employment and Service Acknowledgments .

In accepting the Award, the Participant acknowledges and agrees as follows:

(a) Any notice period mandated under applicable law shall not be treated as Service for the purpose of determining the vesting of the Award; and the Participant’s right to receive shares of Stock in settlement of the Award after termination of Service, if any, will be measured by the date of termination of the Participant’s active Service and shall not be extended by any notice period mandated under applicable law. Subject to the foregoing and the provisions of the Agreement, the Company, in its sole discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.

(b) The Agreement is established voluntarily by the Company. It is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Agreement.

(c) The grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have been granted repeatedly in the past.

(d) All decisions with respect to future Award grants, if any, will be at the sole discretion of the Company.

(e) The Participant’s participation in the Agreement shall not create a right to further service with the Company or any parent or subsidiary and shall not interfere with the ability of with the Company or any parent or subsidiary to terminate the Participant’s Service at any time, subject to applicable law.

(f) The Participant is voluntarily participating in the Agreement.

(g) The Award is an extraordinary item that does not constitute compensation of any kind for service of any kind rendered to the Company or any parent or subsidiary, and which is outside the scope of the Participant’s employment contract, if any.

(h) The Award is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement benefits or similar payments.

(i) In the event that the Participant is not an employee of the Company, the Award grant will not be interpreted to form an employment contract or relationship with the Company.

(j) The future value of the underlying shares of Stock is unknown and cannot be predicted with certainty. If the Participant obtains shares of Stock upon settlement of the Award, the value of those shares of Stock may increase or decrease.

Participant irrevocably releases the Company from any such claim that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen then, by signing this Agreement, the Participant shall be deemed irrevocably to have waived entitlement to pursue such a claim.

12. DATA PRIVACY CONSENT .

The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this document by the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Agreement. The Participant understands that the Company holds certain personal information about the Participant, including, but not limited to, name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of all Awards or any other entitlement to shares of Stock awarded, canceled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Agreement (“ Data ”). The Participant understands that Data may be transferred to any third parties assisting in the implementation, administration and management of the Agreement, that these recipients may be located in my country or elsewhere, and that the recipient’s country may have different including less stringent data privacy laws and protections than the Participant’s country. The Participant understands that the Participant may request a list with the names and addresses of any potential recipients of the Data by contacting my local human resources representative. The Participant authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Participant’s participation in the Agreement, including any requisite transfer of such Data as may be required to a broker or other third party with whom the Participant may elect to deposit any shares of Stock acquired upon settlement of the Award. The Participant understands that Data will be held only as long as is necessary to implement, administer and manage the Participant’s participation in the Agreement. The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing my human resources representative. The Participant understands, however, that refusing or withdrawing consent may affect the Participant’s ability to receive the Award. For more information on the consequences of my refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the Participant’s human resources representative.

13. Language Consent.

The Participant hereby agrees and acknowledges as follows:

By accepting the grant, Participant confirms having read and fully understood this Agreement, the Grant Notice and the Award Prospectus, all of which were provided in the English language. Participant accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée. En acceptant l’attribution, le Participant confirme avoir lu et compris ce Contrat, le Grant Notice et le Award Prospectus, qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

14. French Tax Qualification.

The Award is intended to qualify for the favorable tax and social security treatment in France under the Sections L. 225-197-1 to L. 225-197-5 of the Commercial Code, as amended. The Participant hereby acknowledges and agrees to the corresponding terms and restrictions of included in this Agreement and the Grant Notice.

15. Exchange Control Information.

If the Participant holds shares of Stock outside of France or maintains a foreign bank account outside of France, the Participant is required to report such shares and/or such bank account to the French tax authorities when filing Participant’s annual tax return.

16. Securities Disclaimer.

The grant of the Award is exempt from the requirement to publish a prospectus under the EU Prospectus Directive as implemented in France.

17. Legends .

18. Compliance with Section 409A .

18.1 Required Delay in Payment to Specified Employee. If the Participant is a “specified employee” of a publicly traded corporation as defined under Section 409A(a)(2)(B)(i) of the Code, unless subject to an applicable exception under Section 409A, any payment of Section 409A Deferred Compensation in connection with a “separation from service” (as determined for purposes of Section 409A) shall not be made until six (6) months after the Participant’s separation from service (the “ Section 409A Deferral Period ”). In the event such payments are otherwise due to be made in installments or periodically during the Section 409A Deferral Period, the payments of Section 409A Deferred Compensation which would otherwise have been made in the Section 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the Section 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled.

18.2 Other Delays in Payment. Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with Section 409A of the Code.

18.3 Amendments to Comply with Section 409A; Indemnification. Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with Section 409A of the Code without prior notice to or consent of the Participant. The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A of the Code.

19. Miscellaneous Provisions .

19.1 Termination or Amendment. The Committee may terminate or amend this Agreement at any time; provided, however, that no such termination or amendment may adversely affect the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation or as provided in Section 18.3 . No amendment or addition to this Agreement shall be effective unless in writing.

19.2 Nontransferability of the Award. Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.

19.3 Further Instruments. The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

19.4 Binding Effect. This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.

19.5 Delivery of Documents and Notices. Any document relating to the Award or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature to the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.

(b) Consent to Electronic Delivery. The Participant acknowledges that the Participant has read Section 19.5(a) of this Agreement and consents to the electronic delivery of the Award documents, as described in Section 19.5(a) . The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Participant may revoke his or her consent to the electronic delivery of documents described in Section 19.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant

understands that he or she is not required to consent to electronic delivery of documents described in Section 19.5(a) .

19.6 Integrated Agreement. The Grant Notice and this Agreement, together with any employment, service or other agreement between the Participant and a Participating Company referring to the Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Grant Notice and the Agreement shall survive any settlement of the Award and shall remain in full force and effect.

19.7 Governing Law. The interpretation, performance and enforcement of this Award Agreement shall be governed by the laws of the State of Texas, U.S.A. without regard to the conflict-of-laws rules thereof or of any other jurisdiction.

19.8 Reserved.

19.9 Counterparts. The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

19.10 Additional French Terms and Conditions . Notwithstanding any other provision of this Agreement to the contrary, the Award shall be subject to the specific terms and conditions, if any, set forth in the Addendum to this Agreement which are applicable to French Participants and are necessary or advisable for the Award to qualify for the favorable tax and social security treatment in France under the Sections L. 225-197-1 to L. 225-197-5 of the Commercial Code, as amended, the provisions of which are incorporated in and constitute part of this Agreement.

19.11 Effective Date

This Agreement and the Addendum was adopted by the Board and/or the Committee and became effective February 24, 2014.

ADDENDUM

ADDITIONAL TERMS AND CONDITIONS OF

PROS HOLDINGS, INC.

RESTRICTED STOCK UNITS AGREEMENT

(NON-PLAN AWARD)

FOR FRENCH PARTICIPANTS

This Addendum includes additional terms and conditions that govern the Award granted to the Participant if he or she resides in France and the Award is intended to qualify for favorable tax and social security treatment in France.

1. Introduction

(a) The board of directors of PROS Holdings, Inc. (the “ Company ”) has adopted the PROS Holdings, Inc. Restricted Stock Units Agreement (Non-Plan Award) (the “ Agreement ”) for the benefit of certain Employees of the Company and its affiliated companies, including its French affiliate(s) (each, a “ French Entity ”), of which the Company holds directly or indirectly at least 10% of the share capital.

(b) The Committee has determined that it is advisable to establish this Addendum for the purpose of permitting restricted stocks units granted to Employees of a French Entity to qualify for the preferred tax and social security treatment available for such grants in France. The Committee, therefore intends to establish this Addendum of the for the purpose of granting restricted stock units which qualify for the tax and social security treatment in France applicable to shares granted for no consideration under the Sections L 225-197 to L 225-197-6 of the French Commercial Code, as amended (“ French-Qualified Restricted Stock Units ”), to qualifying Employees in France who are resident in France for French tax purposes (the “ French Participants ”).

(d) The terms of the French-Qualified Restricted Stock Units, shall, be those set forth in the Agreement subject to modifications set forth in this Addendum.

(e) Under this Addendum, the qualifying Employees will be granted Restricted Stock Units only as defined in Section 2 hereunder.

2. Definitions

Capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Agreement. The terms set out below will have the following meanings:

(a) “ Closed Period ” means a closed period as set forth by Section L 225-197-1 of the French Commercial Code, as amended, and further described in Section 8 of this Addendum.

(b) “ Disability ” means disability as determined in categories 2 and 3 under Section L 341-4 of the French Social Security Code, as amended, and subject to the fulfillment of related conditions.

(c) “ Grant Date ” means the date on which the Committee both designates the French Participant and specifies the conditions of the French-Qualified Restricted Stock Units, including the number of shares of Common stock to be issued at a future date, the conditions for the vesting of the French-Qualified Restricted Stock Units, the conditions for the issuance of the shares of common stock underlying the French-Qualified Restricted Stock Units by the Company, if any, and the conditions for the transferability of the shares of the common stock issued, if any.

(d) “ Restricted Stock Units ” means a promise by the Company to issue to the holder of the Restricted Stock Unit at a specified future date at no consideration a certain number of shares of common stock for each unit granted to the holder of the Restricted Stock Unit and to which dividend and voting rights will not apply until the issuance of shares at the time of vesting of the Restricted Stock Units.

(e) “ Vest Date ” means the date on which the shares of common stock underlying the Restricted Stock Units become non-forfeitable. Such Vest Date or Vest Dates shall be set forth in the Restricted Stock Unit Agreement for employees in France in substantially the form approved by the Committee; however, no such date may occur prior to the expiration of a two-year period as calculated from the Grant Date or such other period as required to comply with the minimum mandatory period applicable to French Qualified Restricted Stock Units under Section L 225-197-1 of the French Commercial Code, as amended.

3. Entitlement to Participate

(a) Subject to Section 3(c) below, any French Participants who, on the Grant Date of the Restricted Stock and to the extent required under French law, is either employed under the terms and conditions of an employment contract with a French Entity (“contrat de travail”) or who serves as the Président du Conseil D'Administration, Directeur Général, Directeur Général délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership) of a French entity , shall be eligible to receive, at the discretion of the Committee, Restricted Stock Units under this Appendix.

(b) French-Qualified Restricted Stock Units may not be issued to a director of a French Entity, other than an individual serving as the Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership), unless the director is an Employee of a French Entity, as defined by French law.

(c) French-Qualified Restricted Stock Units may not be issued under the Agreement and Addendum to employees owning more than ten percent (10%) of the Company's share capital or to individuals other than French Participants.

4. Conditions of the Restricted Stock units

(a) Vesting of Restricted Stock Units

No French-Qualified Restricted Stock Units shall vest unless the holder is an Employee of the Company or any Affiliate on the Vest Date. The first Vest Date of French-Qualified Restricted Stock Units shall not occur prior to the expiration of a two-year period as calculated from the Grant Date, or such other period as is required to comply with the minimum mandatory vesting period applicable to French-Qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended.

(b) Holding and Sale of Shares Issued Upon Conversion of French-Qualified Restricted Stock Units

The sale of shares issued pursuant to the French-Qualified Restricted Stock Units may not occur prior to the relevant anniversary of the Vest Date specified by the Committee and in no case prior to the expiration of a two-year period as calculated from the Vest Date, or such other period as is required to comply with the minimum mandatory holding period applicable to French-Qualified Restricted Stock Units under Section L. 225-197-1 of the French Commercial Code, as amended, even if the French Participant is no longer an Employee or serves as a Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership) of a French Entity. In addition, as set forth in Section 8 of this Addendum, the shares issued pursuant to French-Qualified Restricted Stock Units may not be sold during certain Closed Periods as provided by Section L. 225-197-1 of the French

Commercial Code as amended, as long as such Closed Periods are applicable to the sale or transfer of shares subject to French-Qualified Restricted Stock Units. Further, the Committee may set a holding period for a specific percentage of the shares underlying the French-Qualified Restricted Stock Units for the French Participants who are a Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, or Gérant de Sociétés par actions (i.e. president, general manager, deputed manager, member of the subsidiary board or manager of an equity partnership) of one of the Company's French Entities.

The shares issued to the French Participant pursuant to the French-Qualified Restricted Stock Units shall be recorded in an account in the name of the French Participant with the Company, the transfer agent for the Company's common stock or a broker or in such other manner as the Company may otherwise determine in order to ensure compliance with applicable French law.

5. Non-Transferability of Restricted Stock units

Restricted Stock Units may not be transferred to any third party, other than by will or by the applicable laws of descent and distribution. In addition, the Restricted Stock Units will vest only to benefit of the French Participants during the lifetime of the French Participants.

6. Adjustments and Change In Control

In the event of an adjustment in the shares or a change in control of the Company as set forth in Section 9 of the Agreement, adjustments to the terms and conditions of the French-Qualified Restricted Stock Units or underlying shares of common stock may be made only in accordance with the Agreement and pursuant to applicable French legal and tax rules. Nevertheless, the Board or the Committee, at its discretion, may determine to make adjustments in the case of a transaction for which adjustments are not authorized under French law, in which case the Restricted Stock Units may no longer qualify as French-Qualified Restricted Stock Units. In the event of a Change of Control, there will be no accelerating of vesting. Nevertheless, the Board or the Committee may determine otherwise at its discretion. In such a case, the RSUs may no longer qualify for the favorable tax and social security regime in France and regarded as French-Qualified Restricted Stock Units.

7. Death and Disability

Upon the Company's receipt within six months following the death of a French Participant of a written request from such French Participant's heirs in a form satisfactory to the Company, the Company shall transfer the shares held in the French Participant's account to the French Participant's heirs. If a French Participant's employment with the Company or any Subsidiary of the Company terminates by reason of his or her death or Disability (as defined herein), the French Participant or the French Participant's heirs, as applicable, shall not be subject to the restriction on the sale of shares set forth in Section 4(b) of this Addendum.

8. Closed Periods

French-Qualified Restricted Stock Units may not be granted by the Company and shares of common stock issued pursuant to conversion of French-Qualified Restricted Stock Units may not be sold by any shareholder during the Closed Period, so long as and to the extent such Closed Periods are applicable to French-Qualified Restricted Stock Units granted by non-French issuing companies.

9. Disqualification of French-Qualified Restricted Stock Units

If the Restricted Stock Units are otherwise modified or adjusted in a manner in keeping with the terms of the Agreement as mandated as a matter of law and the modification or adjustment is contrary to the terms and conditions of this Addendum, the Restricted Stock Units may no longer qualify as French-Qualified Restricted Stock Units, the Committee may, provided it is authorized to do so under the Agreement, determine to lift, shorten or terminate certain restrictions applicable to the vesting of the Restricted Stock Units or the

sale of shares of common stock which may have been imposed under the Agreement or this Addendum In the event that any Restricted Stock Units no longer qualify to French-Qualified Restricted Stock Units, the holder of such Restricted Stock Units shall be ultimately liable and responsible for all taxes and/or social security contributions that he or she is legally required to pay in connection with such Restricted Stock Units.

10. Interpretation

It is intended that Restricted Stock Units granted under this Addendum shall qualify for the favorable tax and social security treatment applicable to Restricted Stock Units granted under Section L.225-197-1 to L.225-197-6 of the French Commercial Code, as amended, and in accordance with the relevant provisions set forth by French tax and social security laws. The terms of this Addendum shall be interpreted accordingly and in accordance with the relevant guidelines published by French tax and social security administrations and subject to fulfillment of certain legal, tax and reporting obligations, if applicable. However, certain corporate transactions may impact the qualification of the Restricted Stock Units and the underlying shares for the favorable regime in France. In the event of any conflict between the provisions of this Addendum and the Agreement or any other contractual document in relation to the Agreement and/or this Addendum entered into with a Participant, the provisions of this Addendum shall prevail.

11. Settlement of Restricted Stock Units

Notwithstanding any provision of Section 3.3 of the Agreement, (a) no dividend equivalents or other payments will be made in respect of the Restricted Stock Units prior to the vesting of the French-Qualified Restricted Stock Units and (b) the French-Qualified Restricted Stock Units will only be settled in shares of common stock and will not be settled in cash.

12. Employment Rights

The adoption of this Addendum shall no confer upon the French Participants, or any employees of a French Entity, any employment rights and shall not be construed as part of any employment contracts that a French Entity has with its employees.

13. Language

If the Agreement, this Addendum or any document related thereto or to any Award granted hereunder is translated into a language other than English and if the translated version is different than the English version, the English version will control.

EXHIBIT 4.8

PROS HOLDINGS, INC.

NOTICE OF GRANT OF RESTRICTED STOCK UNITS

(Non-Plan Award for 2014-2015 Performance)

(For French Participants)



Date of Grant:	February 24, 2014
Number of Restricted Stock Units:	_______________, subject to adjustment as provided by the Agreement.
Settlement Date:	For each Unit, except as otherwise provided by the Agreement, the date which is as soon as practicable following the date on which the Company’s Board of Directors (the “ Board ”) has determined the Combined Bookings (defined below) for the purposes of this Award .
Vested Units: Except as provided by the Agreement and provided that the Participant’s Service has not terminated prior to February 24, 2016, the Units shall vest if at all on February 24, 2016 (the “ Vesting Date ”). The number of Vested Units (if any and disregarding any resulting fractional Unit) as of the Vesting Date is determined by multiplying the Number of Restricted Stock Units times the Vested Percentage applicable to the Combined Bookings, as determined in the sole and absolute discretion of the Board, specified below:
Combined Bookings		Vested Percentage
Less than $40 million		0%
$50 million		50%
$60 million or more		100%
If the actual Combined Bookings is between any of the Combined Bookings thresholds specified above, the Vested Percentage shall be interpolated linearly, rounding up to the nearest whole percentage. “ Combined Bookings ” means, for the Company’s 2014 and 2015 fiscal years combined, the amount of revenue expected to be earned by the Company from binding customer agreements for the provision of consumer price quote solutions from (a) software licenses, (b) the first year of maintenance and support services associated with any software license, (c) professional service fees, and (d) software as a service fees contemplated in such agreements. Combined Bookings will be determined by the Board in good faith consistent with the Company’s past practices, and will exclude revenue (i) derived from contractual options which may be exercised at the election of a customer, and (ii) from any agreement which is terminable by the customer for any reason other than material breach by the Company.
Local Law:	The laws, rules and regulations of France, of which the Participant is a resident.

PROS HOLDINGS, INC. PARTICIPANT

By: Signature

Its: Date

Address: 3100 Main Street, Suite #900 Address

Houston, TX 77002


ATTACHMENTS:	PROS Holdings, Inc. Restricted Stock Units Agreement (Non-Plan Award) and Addendum and Award Prospectus