Exhibit 10.12



 Exhibit 10.12 
 Summary of 2011 Compensation Arrangements for Named Executive Officers 
 Base Salary

 As of February 18, 2011, the base salary of each of the “named executive officers”, as defined in
Item 402 of Regulation S-K, of MicroStrategy Incorporated (“MicroStrategy” and collectively with its subsidiaries, the “Company”), was as follows: 

 

					
	 Michael J. Saylor, Chairman of the Board, President and Chief Executive Officer
	  	$	875,000	  
	 Sanju K. Bansal, Vice Chairman of the Board, Executive Vice President and Chief Operating Officer
	  	$	400,000	  
	 Jonathan F. Klein, Executive Vice President, Law & General Counsel
	  	$	550,000	  
	 Douglas K. Thede, Executive Vice President, Finance & Chief Financial Officer
	  	$	400,000	  
	 Jeffrey A. Bedell, Executive Vice President, Technology & Chief Technology Officer
	  	$	400,000	  

 Cash Bonus Compensation

 The Compensation Committee is authorized to develop, adopt and implement compensation arrangements, including cash bonus
awards, for Mr. Saylor. The Compensation Committee established a formula (“2010 Bonus Formula”) for determining the bonus amount with respect to Mr. Saylor’s performance for 2010 that is calculated using graduated rates
based on the Company’s diluted earnings per share for 2010. The Compensation Committee has the right to use discretion to award a cash bonus amount lower than the amount calculated using the 2010 Bonus Formula. The Compensation Committee has
not yet determined Mr. Saylor’s award pursuant to the 2010 Bonus Formula and has not yet established the terms of any cash bonus plan or award for Mr. Saylor for 2011. 

The Chief Executive Officer is authorized to develop, adopt and implement compensation arrangements, including cash bonus awards, for
Messrs. Bansal, Klein, Thede and Bedell. 
 The Chief Executive Officer established cash bonus targets for each of Messrs.
Bansal, Klein, Thede and Bedell for 2010 in the amounts of $450,000, $750,000, $400,000 and $450,000, respectively. The Chief Executive Officer has not yet determined awards pursuant to these cash bonus targets for 2010. Awards pursuant to the
foregoing cash bonus targets will be determined by the Chief Executive Officer based on the Chief Executive Officer’s subjective evaluation of the individual’s performance in the context of general economic and industry conditions and
Company performance during 2010. 
 Performance Incentive Plan 
 Awards under the Performance Incentive Plan (the “Plan”) consist of the right to receive a cash amount that is either (A) a fixed amount determined at the time of grant of the award or
(B) an amount calculated by multiplying a percentage that is specified at the time of grant of the award (“Bonus Percentage”) by MicroStrategy’s Core Operating Income (as defined below) for the performance period of the award, in
each case subject to reduction at the discretion of the administrator of the award for a specified amount of time following the applicable performance period, and otherwise in accordance with the terms and conditions of the Plan. For purposes of the
Plan, “Core Operating Income” means income from operations before financing and other income and income taxes of MicroStrategy’s consolidated core business intelligence business unit. Payment of a bonus amount with respect to an award
will occur within 31 days after the third anniversary of the last day of the fiscal year in which the performance period of the award occurs (a “Payment Date”), subject to the award recipient being continuously employed during such
three-year period and the other terms and conditions of the Plan. If an award recipient dies, becomes disabled or retires in a circumstance that would constitute a qualifying retirement under the Plan (any such event, a “Special Separation
Event”) before the completion of the performance period of the award, the award recipient would be eligible to receive a pro rata portion of the cash bonus amount pertaining to the award based on the number of months of the award
recipient’s employment with respect to such performance period (rounded down to the nearest whole month), payable on the Payment Date of such award. If a Special Separation Event occurs after the completion of the performance period of the
award, but prior to the Payment Date of the award, the award recipient would be eligible to receive the full bonus amount pertaining to the award, payable on the Payment Date of such award. 

 







 Bonus amounts may be reduced or recouped by the Company, in whole or in part, in the event
the award administrator determines that the award recipient has engaged in fraud or misconduct. The award administrator may also reduce, in whole or in part, a bonus amount payable to a recipient if the Company experiences a financial restatement
and a previously determined bonus amount payable under an award is greater than it would be if such amount were determined based on the restated financial statement. The total amount paid under the Plan to any individual participant may not exceed
$1,500,000 in any fiscal year (the “Annual Cap”). 
 On March 30, 2010, the Compensation Committee granted the
awards under the Plan, with a performance period of fiscal year 2010, to Messrs. Bansal, Klein, Thede and Bedell with Bonus Percentages of 0.4848%, 0.6667%, 0.4242% and 0.5152%, respectively. Pursuant to these awards, each of Messrs. Bansal, Klein,
Thede and Bedell is eligible to receive, upon satisfaction of the terms and conditions of his award and subject to the Annual Cap, a cash bonus amount equal to the applicable Bonus Percentage multiplied by MicroStrategy’s Core Operating Income
for fiscal year 2010. Based on the Core Operating Income with respect to fiscal year 2010, the maximum amounts of these cash bonuses are approximately $265,004, $364,380, $231,878 and $281,567, respectively, which amounts remain subject to the
negative discretion of the Compensation Committee. 
 Option Awards 

The named executive officers are eligible to receive options, restricted stock awards and other awards under the Amended and Restated 2009
Stock Incentive Plan of Angel.com Incorporated (“Angel.com”), a wholly owned subsidiary of MicroStrategy. 
 Other Compensation

 On January 31, 2011, MicroStrategy entered into an agreement with Aeromar Management Company, LLC, a Delaware limited
liability company (“Aeromar”), of which Mr. Saylor is the sole member, effective October 11, 2010. Under the agreement, MicroStrategy is (i) providing to Aeromar use of approximately 120 square feet of office space within
MicroStrategy’s leased headquarters space at 1850 Towers Crescent Plaza, Vienna, Virginia, (ii) providing to Aeromar various related services and arrangements, and (iii) providing to Mr. Saylor gross-up payments in respect of
taxes that he may incur as a result of the arrangement. The agreement does not require any rental or other payments from Aeromar or Mr. Saylor. MicroStrategy has filed a copy of this agreement as Exhibit 10.14 to this Annual Report on Form
10-K. 
 The Company also pays monthly dues for Messrs. Saylor, Bansal, Klein, Thede and Bedell at a private club that
offers dining services and hosts business, professional and social community events. 
 The Company is authorized to make
available, from time to time, tickets to sporting, charity, dining, entertainment or similar events as well as use of corporate suites, club memberships or similar facilities that the Company may acquire (“Corporate Development Programs”),
for personal use by Company personnel to the extent a Corporate Development Program is not at such time being used exclusively by the Company for business purposes. Eligible personnel include members of MicroStrategy’s Board of Directors (the
“Board”), executive officers of the Company and other employees of the Company. Any such personal use may be deemed compensation to such persons. 







 The Company has adopted a policy authorizing the Company to make available, from time to
time, any designated vehicle that the Company owns or may acquire (“Designated Vehicles”) for personal use by eligible Company personnel, to the extent the Designated Vehicle is not at such time being used exclusively by the Company for
business purposes. Eligible personnel include the Chief Executive Officer and any employees and members of the Board authorized by the Chief Executive Officer to use Designated Vehicles. Any such personal use may be deemed compensation to such
persons. 
 The Company is also authorized to acquire the services of one or more drivers for vehicles other than a Company
vehicle (such services, “Alternative Car Services”) for personal use by eligible Company personnel. Eligible personnel include the Chief Executive Officer and any employees and members of the Board authorized by the Chief Executive Officer
to use Alternative Car Services. Any such personal use may be deemed compensation to such persons. The Company has established a policy that the aggregate compensation to all Company personnel as a result of use of Alternative Car Services, together
with all associated tax gross-up payments, may not exceed $150,000 in any fiscal year. 
 The Company has adopted an aircraft
use policy which, among other things, permits certain personal use of the fractional interest that the Company has leased in a Gulfstream Aerospace 450 (the “G450”) through a fractional interest program operated by NetJets International,
Inc. (“NetJets”). The fractional interest includes certain rights to use the G450 as well as other aircraft operated by NetJets (collectively, the “NetJets Aircraft”). The aircraft use policy permits personal use of the NetJets
Aircraft by (i) the Chief Executive Officer, (ii) non-employee members of the Board to the extent approved by the Board’s Special Committee on Board Member Aircraft Use and (iii) other employees of the Company to the extent
approved by the Chief Executive Officer, when the NetJets Aircraft is not otherwise being used by the Company exclusively for business use. Any such personal use may be deemed compensation to such persons. 

From time to time, the Board may hold meetings and other related activities in various locations for which the Company’s payment of
the expenses of Company participants and Company participants’ guests may be deemed compensation to Company participants (“Meeting Activities”). 
 Each year the Company sponsors a “President’s Club” trip for Company sales and services personnel who have met specified performance criteria as well as certain executive officers and their
guests (“President’s Club Events”). Participation in President’s Club Events by Company personnel may be deemed compensation to such persons. The Company has established a policy that the compensation imputed to Mr. Saylor
as a result of such participation, excluding any associated tax gross-up payments, may not exceed $30,000 in any fiscal year. 

In addition, the Company may hold, host or otherwise arrange parties, outings or other similar entertainment events at which
Mr. Saylor and Mr. Bansal are permitted to entertain personal guests (“Entertainment Events”) and are paid a tax gross-up for taxes they may incur as a result of such event, as described below. The Company has established a
policy that the aggregate incremental cost to the Company of such Entertainment Events (to the extent that they are not Corporate Development Programs) attributable to each of Mr. Saylor and Mr. Bansal, including all tax gross-up payments,
may not exceed $75,000 in any fiscal year. 
 The Company may also request that Company personnel participate in conferences,
symposia and other similar events or activities relating to the Company’s business for which the Company’s payment of the expenses of Company participants and Company participants’ guests may be deemed compensation to Company
participants (“Company-Sponsored Activities”). 
 To the extent that personal use of Corporate Development Programs,
Designated Vehicles, Alternative Car Services or the NetJets Aircraft or participation in Meeting Activities, President’s Club Events, Entertainment Events or Company-Sponsored Activities is deemed compensation to an executive officer, the
Company pays to (or withholds and pays to the appropriate taxing authority on behalf of) such executive officer a “tax gross-up” in cash, which would approximate the amount of the individual’s (i) federal and state income and
payroll taxes on the taxable income associated with such participation or personal use plus (ii) federal and state income and payroll taxes on the taxes that the individual may incur as a result of the payment of taxes by the Company, subject
to the aggregate amount limitations described above, if applicable.