PROS HOLDINGS, INC. MARKET STOCK UNITS GRANT NOTICE AND MARKET STOCK UNITS AWARD AGREEMENT INDUCEMENT AWARDMarket Stock Units Award Agreement • February 24th, 2014 • PROS Holdings, Inc. • Services-computer programming services • Texas
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.
