Exhibit 99.1
Executive Vice President, Worldwide Sales and Operations
Bonus Plan
Q3AND Q4 2008
Name: Paul N. Zolfaghari (the “Plan Participant”)
Term: July 1, 2008 – December 31, 2008
Core Operating Income Bonus Rate:0.50%
Maintenance Bonus Rate:0.75%
This document constitutes the full terms and conditions of your bonus plan for the third and fourth calendar quarters of 2008. This document supersedes your Executive Vice President Compensation Plan 2008 (the “Original Plan”) for these periods, and supersedes any other oral or written promises that have been made to you. Capitalized terms used but not defined herein have the meanings set forth in the Original Plan.
As Executive Vice President, Worldwide Sales and Operations, you are eligible to earn a quarterly bonus (the “Core Operating Income Bonus”), as calculated in Section I below. You are also eligible to earn an annual bonus based on any increase in maintenance contract value, as provided in Section II below.
| I. | Core Operating Income Bonus |
| | a. | The Core Operating Income Bonus for a quarter is calculated as follows: 0.005multiplied by Core Operating Income. |
| | b. | “Core Operating Income” means income from continuing operations before financing and other income and income taxes for MicroStrategy’s core BI business (i.e., MicroStrategy’s business intelligence software and services business unit), as calculated in accordance with GAAP and shown in MicroStrategy’s Consolidated Statements of Operations by business unit for a given quarter, which excludes any amounts that are attributable to MicroStrategy’s Alarm.com and Angel.com businesses. |
You remain eligible to earn an additional bonus at the end of the calendar year for any increase on the maintenance contract value in the customer base of your territory at the Maintenance Bonus Rate of 0.75%, on the terms and conditions set forth in the Original Plan, which is incorporated herein by reference.
| | a. | MicroStrategy reserves the right to modify, suspend or terminate this Plan or any bonus payment in whole or in part, at any time, with or without prior notice or reason. If Plan Participant is no longer employed by MicroStrategy (regardless of the reason or cause of the employment termination), no bonus shall be earned by or paid to the Plan Participant. |
| | b. | Plan Participant is not eligible for the payment of any bonus for any transaction unless: (a) a formal quote was submitted using the MicroStrategy Quote System that clearly describes each term and condition of the proposed transaction and is in full compliance with the MicroStrategy Quote System Policy; (b) the submitted quote was approved in advance of any discussion with the customer about the terms and conditions of that transaction; (c) all pricing communications with the customer include the official quote approved in the quote system; and (d) the final transaction is identical in all respects to the approved quote. |
| | c. | Bonus payments are contingent upon: |
(i) Plan Participant’s full compliance with all MicroStrategy policies, including but not limited to the MicroStrategy Code of Conduct, Revenue Recognition Policy, Quote System Policy, Field Operations Policy and the Contracts, Approval, Execution, and Processing Policy;
(ii) Completion of all activities in the Field Sales Portal; and
(iii) Plan Participant’s accurate and timely completion and submission of all required Representation Letters and Sales Portal Disclosure Questions.
| | d. | MicroStrategy reserves the right to delay, withhold or suspend any bonuses pending MicroStrategy’s determination of whether each of the above requirements (and all other bonus eligibility requirements set forth herein) have been met. MicroStrategy may recover any bonuses paid to Plan Participant if MicroStrategy subsequently determines that Plan Participant did not meet one or more of the eligibility requirements described in this Plan, or otherwise should not have received the bonus payment. |
| | e. | MicroStrategy shall have sole responsibility for the administration, interpretation, and implementation of this Plan. Plan Participant must raise with the Executive Vice President, Human Resources any issues he or she has concerning his or her bonus statement within 60 days from receipt of the statement. All decisions and determinations by MicroStrategy relating to the Plan and any bonuses shall, however, be final. |
| | f. | This Plan is not an employment contract and does not guarantee or create any expectation of employment. Participation in this Plan does not grant Plan Participant the right to continued employment or any right to continuation in Plan Participant’s job assignment. |
I acknowledge and accept this document as my bonus plan for the third and fourth quarters of 2008.
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| Plan Participant: | | | | MicroStrategy Services Corporation: |
| | | |
| /s/ Paul N. Zolfaghari | | | | /s/ Michael J. Saylor |
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| December 9, 2008 | | | | President |
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| | | | December 9, 2008 |
