Amendment No. 2 to the 1997 Director Option Plan of MicroStrategy Incorporated

Summary

This amendment, adopted by the Board of Directors of MicroStrategy Incorporated on February 23, 2001, changes the company's 1997 Director Option Plan. It suspends the automatic granting of stock options to directors upon their election, appointment, or after each annual stockholder meeting. Additionally, it reduces the number of shares authorized for issuance under the plan to only those shares currently subject to outstanding stock options.

EX-10.1 3 dex101.txt AMENDMENT 2 TO THE DIRECTOR OPTION PLAN Exhibit 10.1 AMENDMENT NO. 2 TO THE 1997 DIRECTOR OPTION PLAN OF MICROSTRATEGY INCORPORATED The 1997 Director Option Plan (the "Plan") of MicroStrategy Incorporated (the "Company") is hereby amended to provide as follows: Effective as of February 23, 2001, the formula grant provisions under the Plan providing for the automatic grant of stock options upon a director's election or appointment to the Board of Directors and following each annual meeting of the Company's stockholders shall be suspended and the number of shares of Class A Common Stock, par value $.001 per share, of the Company authorized for issuance under the Plan shall be reduced to the number of shares subject to outstanding stock options. Adopted by the Board of Directors on February 23, 2001