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Press Release

PROS REPORTS EMPLOYMENT INDUCEMENT AWARD PURSUANT TO NYSE RULE 303A.08

HOUSTON, Feb. 25, 2014 – PROS Holdings, Inc. (NYSE: PRO), or the Company, a big data software company, today announced that it granted one-time employment restricted stock unit awards (RSUs) and market stock unit awards (MSUs) to D. Blair Crump, its new Chief Operating Officer, and one-time employment RSUs to 17 new employees in connection with its acquisition of Signal Demand, Inc. and 19 new employees in connection with its acquisition of Cameleon Software, SA.  

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

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

Recipient

RSUs Vesting on February 24, 2016

RSUs Vesting Based on Performance

Jacques Soumeillan

9,000

Up to 16,000

Thibault de Bouville

5,000

Up to 8,000

Sylvie Rouge

4,000

Up to 8,000

Françoise Aspare

2,000

0

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

About PROS

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

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PROS Media Contact:

James Garber
pros@marchcomms.com
617-960-9875

PROS Investor Contact:
Staci Strauss-Mortenson
staci.mortenson@icr.inc
646.277-1200

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