Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 27, 2009, the Chief Executive Officer of MicroStrategy Incorporated (the "Company") adopted a cash bonus plan for Paul N. Zolfaghari, Executive Vice President, Worldwide Sales & Operations, relating to his performance for each of the quarters in the fiscal year ending December 31, 2009 and for the full 2009 fiscal year. A copy of this plan is attached as an exhibit hereto. Under this plan, Mr. Zolfaghari is eligible to receive:

• a cash bonus award for each quarter of 2009 determined as a percentage of the Company's income from continuing operations before financing and other income and income taxes for the Company's core business intelligence software and services business unit for each such quarter; and

• an annual cash bonus award determined as a percentage of the increase in the value of the Company's maintenance contracts between the end of 2008 and the end of 2009.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
99.1 Executive Vice President, Worldwide Sales & Operations Bonus Plan 2009

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