Item 5.02 (e) Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 13, 2009, the Compensation Committee of the Board of Directors of PROS Holdings, Inc. ("the Company") approved the grant of 150,000 restricted stock units to Albert E. Winemiller, the Chairman of the Board, President and Chief Executive Officer and 150,000 restricted stock units to Charles H. Murphy, Executive Vice-President and Chief Financial Officer. Each grant of restricted stock units was made pursuant to the 2007 equity incentive plan. The restricted stock units vest annually, in equal installments, over a three year period with the first one third vesting May 13, 2010.

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