MICROSTRATEGY INC
AMENDED AND RESTATED 1997 STOCK OPTION PLAN
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<TYPE>EX-10.2
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<FILENAME>dex102.txt
<DESCRIPTION>AMENDED AND RESTATED 1997 STOCK OPTION PLAN
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                          MICROSTRATEGY INCORPORATED

                             AMENDED AND RESTATED

                  1997 STOCK OPTION PLAN FOR FRENCH EMPLOYEES


1.   Purposes of the Plan.  The purposes of this Amended and Restated 1997 Stock
     --------------------
Option Plan for French Employees are:

     .    to attract and retain the best available personnel for positions of
     substantial responsibility,

     .    to provide additional incentive to French Employees, and

     .    to promote the success of the Company's business and the business of
its French subsidiary.

     Options shall be granted under the Plan at the discretion of the
Administrator and as reflected in the terms of Option Agreements, and are
intended to qualify for preferred treatment under French tax laws.

2.   Definitions.  As used herein, the following definitions shall apply:
     -----------

     (a)  "Administrator" means the Board or any of its Committees as shall be
           -------------
administering the Plan.

     (b)  "Applicable Laws" means the legal requirements relating to the
           ---------------
administration of stock option plans under French corporate, securities, and tax
laws, any stock exchange or quotation system on which the Common Stock is listed
or quoted and the applicable laws of any country or jurisdiction where Options
are, or will be, granted under the Plan.

     (c)  "Board" means the Board of Directors of the Company.
           -----

     (d)  "Code" means the Internal Revenue Code of 1986, as amended.
           ----

     (e)  "Committee" means a committee of Directors appointed by the Board in
           ---------
accordance with Section 4 of the Plan.

     (f)  "Common Stock" means the common stock of the Company.
           ------------

     (g)  "Company" means MicroStrategy Incorporated, a Delaware corporation.
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     (h)  "Director" means a member of the Board.
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     (i)  "Disability" means total and permanent disability, as defined under
           ----------
Applicable Laws.

     (j)  "Employee" means any person employed by a Subsidiary in a salaried
           --------
position, who does not own more than 10% of the voting power of all classes of
stock of the Company, or any Parent or Subsidiary, and who is a resident of the
Republic of France.

     (k)  "Fair Market Value" means, as of any date, the dollar value of Common
           -----------------
Stock determined as follows:

          (i)    If the Common Stock is listed on any established stock exchange
or a national market system, including without limitation the Nasdaq National
Market of the Nasdaq Stock Market, its Fair Market Value shall be the average
quotation price for the last 20 days preceding the date of determination for
such stock (or the average closing bid for such 20 day period, if no sales were
reported) as quoted on such exchange or system and reported in The Wall Street
Journal or such other source as the Administrator deems reliable;

          (ii)   If the Common Stock is quoted on the Nasdaq Stock Market (but
not on the Nasdaq National Market thereof) or regularly quoted by a recognized
securities dealer but selling prices are not reported, its Fair Market Value
shall be the mean between the high bid and low asked prices for the Common Stock
for the last 20 days preceding the date of determination; or

          (iii)  In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith by the
Administrator.

     (l)  "Option" means a stock option granted pursuant to the Plan.
           ------

     (m)  "Option Agreement" means a written agreement between the Company and
           ----------------
an Optionee evidencing the terms and conditions of an individual Option grant.
The Option Agreement is subject to the terms and conditions of the Plan.

     (n)  "Optioned Stock" means the Common Stock subject to an Option.
           --------------

     (o)  "Optionee" means a person eligible to participate in the Plan pursuant
           --------
to Section 5 and who holds an outstanding Option.

     (p)  "Plan" means this MicroStrategy Incorporated Amended and Restated 1997
           ----
Stock Option Plan for French Employees.

     (q)  "Share" means a share of the Common Stock, as adjusted in accordance
           -----
with Section 12 of the Plan.

     (r)  "Subsidiary" means any participating subsidiary of the Company located
           ----------
in the Republic of France.

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3.   Stock Subject to the Plan.  Subject to the provisions of Section 12 of the
     -------------------------
Plan, the maximum aggregate number of Shares that may be optioned and sold under
the Plan is eight hundred thousand (800,000) Shares. However, at no time shall
the total number of Options outstanding which may be exercised for newly issued
Shares of Common Stock exceed that number equal to one-third of the Company's
voting stock. The Shares may be authorized, but unissued, or reacquired Common
Stock. If any Optioned Stock is to consist of reacquired Shares, such Optioned
Stock must be purchased by the Company prior to the date of grant of the
corresponding Option and must be reserved and set aside for such purpose.

If an Option expires or becomes unexercisable without having been exercised in
full, the unpurchased Shares which were subject thereto shall become available
for future grant under the Plan (unless the Plan has terminated).

4.   Administration of the Plan.
     --------------------------

     (a)  Procedure. The Plan shall be administered by the Board or a Committee.
          ---------

     (b)  Powers of the Administrator.  Subject to the provisions of the Plan,
          ---------------------------
and in the case of a Committee, subject to the specific duties delegated by the
Board to such Committee, the Administrator shall have the authority, in its
discretion:

          (i)    to determine Fair Market Value;

          (ii)   to select the persons to whom Options may be granted hereunder;

          (iii)  to determine whether and to what extent Options are granted
hereunder;

          (iv)   to determine the number of Shares to be covered by each Option
granted hereunder;

          (v)    to approve forms of agreement for use under the Plan;

          (vi)   to determine the terms and conditions, not inconsistent with
the terms of the Plan, of any award granted hereunder. Such terms and conditions
may include, but are not limited to, the exercise price, the time or times when
Options may be exercised (which may be based on performance criteria), any
vesting acceleration or waiver of forfeiture restrictions, and any restriction
or limitation regarding any Option or the Shares relating thereto, based in each
case on such factors as the Administrator, in its sole discretion, shall
determine;

          (vii)  to construe and interpret the terms of the Plan;

          (viii) to prescribe, amend and rescind rules and regulations relating
to the Plan;

          (ix)   to modify or amend each Option (subject to Section 14(c) of the
Plan);

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          (x)    to authorize any person to execute on behalf of the Company or
a Subsidiary any instrument required to effect the grant of an Option previously
granted by the Administrator;

          (xi)   to determine the terms and restrictions applicable to Options;
and

          (xii)  to make all other determinations deemed necessary or advisable
for administering the Plan.

     (c) Effect of Administrator's Decision.  The Administrator's decisions,
         ----------------------------------
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.

     (d) Reporting to the Stockholders' Meeting.  The Company shall annually
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report to its stockholders the number of shares subject to, the exercise price
of and number of Shares acquired upon exercise of Options granted hereunder.

5.  Eligibility.  Options may be granted only to Employees; provided, however,
    -----------
that the President Directeur General, the Directeur General and other directors
who are also Employees of a participating Subsidiary may be granted Options.  An
individual who has been granted an Option may, if otherwise eligible, be granted
additional Options.

6.  Limitations.  Neither the Plan nor any Option shall confer upon any Optionee
    -----------
any right with respect to continuing the Optionee's employment relationship with
the Company.

7.  Term of Plan.  The Plan shall become effective as of the date of its
    ------------
adoption by the Board.  It shall continue in effect until five years from the
date of its adoption, unless terminated earlier under Section 14 of the Plan.

8.  Term of Option.  The term of each Option shall be as stated in the Option
    --------------
Agreement; provided, however, that the maximum term of an Option shall not
exceed ten (10) years from the date of grant of the Option.

9.  Option Exercise Price and Consideration.
    ---------------------------------------

    (a)   Exercise Price.  The exercise price for the Shares to be issued
          --------------
pursuant to exercise of an Option shall be one hundred percent (100%) of the
Fair Market Value on the date the Option is granted.  The exercise price shall
not be modified while the Option is outstanding.

     (b)  Vesting and Exercisability.  As used herein, the term "vested" shall
          --------------------------
mean that portion of an Option, if any, that the Optionee shall be entitled to
retain (as set forth below and subject in all cases to the vested portion
becoming exercisable) in the event that the Optionee ceases to be an Employee
prior to the expiration of the Option.  As used herein, the term "exercisable"
shall mean that portion of an Option, if any, that the Optionee shall be then
entitled, from time to time, to exercise as set forth more fully below.

          (i)  Vesting.
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               (A)  Options granted hereunder shall vest in accordance with the
following schedule: (i) no portion of an Option shall be vested prior to the
second anniversary of its Vesting Commencement Date (as such term is defined in
the Option Agreement); (ii) forty percent (40%) of the Option shall be vested on
the second anniversary of the Vesting Commencement Date; (iii) thereafter,
twenty percent (20%) of the Option shall be vested on each subsequent
anniversary of the Vesting Commencement Date, if during such period Optionee has
not ceased to be an Employee (such that an Option granted hereunder shall be
vested in full on the fifth anniversary of  its Vesting Commencement Date).

               (B)  An Optionee shall be entitled to retain the vested portion
of an Option, in the event the Optionee ceases to be an Employee, for the period
set forth in Section 10 below. No vested portion of any Option may be exercised
until it is otherwise exercisable, as provided below.

          (ii) Exercisability.

               (A) No portion of any Option shall be exercisable, whether or not
vested, until the earliest to occur of the following events (each an "Event of
Exercisability"): (i) the date immediately following the closing of the initial
firm commitment underwritten public offering of common stock of the Company;
(ii) immediately prior to the occurrence of any Change in Control of the
Company; or (iii) the date 78 months following the Option's date of grant.

          (B) In the event that an Event of Exercisability shall occur, the
entire vested portion of the Option shall in such event be exercisable;
thereafter, this Option shall become exercisable as, and to the extent that, it
becomes vested.

     (c)  Restriction on Sale.  The Shares subject to this Option may not be
          -------------------
transferred, assigned or hypothecated in any manner otherwise than by will or by
the laws of descent or distribution before the date three years after the second
anniversary of the Vesting Commencement Date.

     (d)  Form of Consideration.  The Administrator shall determine the
          ---------------------
acceptable form of consideration for exercising an Option, including the method
of payment.  Such consideration may consist of:

               (i)    cash or check (denominated in U.S. Dollars);

               (ii)   wire transfer (denominated in U.S. Dollars);

               (iii)  consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan;

               (iv)   any combination of the foregoing methods of payment.

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10.  Exercise of Option.
     ------------------

          (a)  Procedure for Exercise; Rights as a Stockholder. Any Option
granted hereunder shall be exercisable according to the terms of the Plan, but
may not be exercised for a fraction of a Share. An Option shall be deemed
exercised when:

               (i)  the Subsidiary or the Company receives written notice of
exercise (in accordance with the Option Agreement and in the form attached
hereto as Exhibit A) from the person entitled to exercise the Option,
accompanied by full payment for the Shares with respect to which the Option is
exercised;

               (ii) the Subsidiary or the Company receives a written
subscription agreement to the Shares (in accordance with the Option Agreement
and in the form attached hereto as Exhibit B) from the person entitled to
exercise the Option.

     Full payment may consist of any consideration and method of payment
authorized by the Administrator and permitted by the Option Agreement and the
Plan, and shall be deemed to be definitively made upon receipt of the payment by
the Company or the Subsidiary.  Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the
name of the Optionee and his or her spouse.  Until the Shares are issued (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends
or any other rights as a stockholder shall exist with respect to the Optioned
Stock, notwithstanding the exercise of the Option.  The Company shall issue to
the Optionee (or cause to be issued) such Shares promptly after the Option is
exercised and after full payment, as indicated above, is received by the
Company.  No adjustment will be made for a dividend or other right for which the
record date is prior to the date the Shares are issued, except as provided in
Section 12 of the Plan.

     Exercising an Option in any manner shall decrease the number of Shares
thereafter available, both for purposes of the Plan and for sale under the
Option, by the number of Shares as to which the Option is exercised.

     (b) Termination of Employment.  In the event an Optionee ceases to be an
         -------------------------
Employee (other than upon the Optionee's death), the Optionee may exercise his
or her Option to the extent that the Option was vested at the date of such
termination and to the extent that the Optionee is or becomes entitled to
exercise the Option after termination, but only within such period of time as is
determined by the Administrator at the time of grant, and in no event later than
the expiration of the term of such Option as set forth in the Option Agreement.
To the extent that the Option was not vested at the date of such termination,
and to the extent that the Optionee does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.

     (c) Death of Optionee.  In the event of an Optionee's death, the Optionee's
estate or a person who acquired the right to exercise the deceased Optionee's
Option by bequest or inheritance may exercise the Option to the extent that the
Option was vested at the date of death and to the extent such estate or person
is or becomes entitled to exercise the Option after the

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Optionee's death, but only within six (6) months following the date of death,
and in no event later than the expiration of the term of such Option as set
forth in the Option Agreement. To the extent that the Option was not vested at
the date of death, and to the extent that the Optionee's estate or a person who
acquired the right to exercise such Option does not exercise such Option (to the
extent otherwise so entitled) within the time specified herein, the Option shall
terminate.

11.  Non-Transferability of Options.  An Option may not be sold, pledged,
     ------------------------------
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

12.  Adjustments Upon Changes in Capitalization, Dissolution, Merger, Asset Sale
     ---------------------------------------------------------------------------
or Change of Control.
---------------------

     (a)  Changes in Capitalization.  Subject to any required action by the
          -------------------------
stockholders of the Company, the number of shares of Common Stock covered by
each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been returned to the Plan upon cancellation or
expiration of an Option, as well as the price per share of Common Stock covered
by each such outstanding Option, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration."  Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issuance by the Company of shares of
stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an Option.

     (b)  Dissolution or Liquidation.  In the event of the proposed dissolution
          --------------------------
or liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the consummation of
such proposed action.  The Board may, in the exercise of its sole discretion in
such instances, declare that any Option shall terminate as of a date fixed by
the Board and give each Optionee the right to exercise his or her Option as to
all or any part of the Optioned Stock, including Shares as to which the Option
would not otherwise be exercisable.

     (c)  Merger or Asset Sale.  Subject to the following sentence, in the event
          --------------------
of a merger of the Company with or into another corporation, the sale of
substantially all of the assets of the Company or a Change in Control, each
outstanding Option shall be assumed or an equivalent Option substituted by the
successor corporation or a Parent or Subsidiary of the successor corporation.
In such event, if the successor corporation does not agree to assume the Option
or to substitute an equivalent option, then the Option shall be deemed vested
and exercisable to the extent of the greater of (i) 40% of the number of shares
subject to the Option or (ii) the number

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of shares then vested immediately prior to the occurrence of the Change of
Control pursuant to the provisions of Section 1 of the Option Agreement between
the Company and Optionee. Such Options shall terminate to the extent such
Options are not vested and exercised immediately prior to the occurrence of the
Change in Control. For the purposes of this paragraph, the Option shall be
considered assumed if, immediately following the merger, sale of assets or
Change in Control, the Option confers right to purchase, for each Share of
Optioned Stock subject to the Option immediately prior to the merger or sale of
assets, the consideration (whether stock, cash, or other securities or property)
received in the merger or sale of assets by holders of Common Stock for each
Share held on the effective date of the transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares); provided, however, that if such
consideration received in the merger, sale of assets or Change in Control was
not solely common stock of the successor corporation or its Parent, the
Administrator may, with the consent of the successor corporation and the
Optionee, provide for the consideration to be received upon the exercise of the
Option, for each Share of Optioned Stock subject to the Option, to be solely
common stock of the successor corporation or its Parent equal in Fair Market
Value to the per share consideration received by holders of Common Stock in the
merger, sale of assets or Change in Control.

     (d)  Definition of "Change in Control".  For purposes of this Section 9, a
          ---------------------------------
"Change in Control" means the happening of any of the following:

          (i)     When any "person," as such term is used in Sections 13(d) and
14(d) of the Exchange Act (other than the Company, a Subsidiary or a Company
employee benefit plan, including any trustee of such plan acting as trustee) is
or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing fifty
percent (50%) or more of the combined voting power of the Company's then
outstanding securities entitled to vote generally in the election of directors;
or


          (ii)    A merger or consolidation of the Company with any other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve an agreement for the sale or disposition by the Company
of all or substantially all the Company's assets; or

          (iii)     A change in the composition of the Board of Directors of the
Company occurring within a two-year period, as a result of which fewer than a
majority of the directors are Incumbent Directors. "Incumbent Directors" shall
mean directors who either (A) are directors of the Company as of the date the
Plan is approved by the stockholders, or (B) are elected, or nominated for
election, to the Board of Directors of the Company with the affirmative votes of
at least a majority of the Incumbent Directors at the time of such election or
nomination (but shall not include an individual whose election or nomination is
in connection with an actual or threatened proxy contest relating to the
election of directors to the Company).

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13.  Date of Grant.  The date of grant of an Option shall be, for all purposes,
     -------------
the date on which the Administrator makes the determination granting such
Option, or such other later date as is determined by the Administrator.  Notice
of the determination shall be provided to each Optionee within a reasonable time
after the date of such grant.

14.  Amendment and Termination of the Plan.
     -------------------------------------

     (a) Amendment and Termination.  The Administrator may at any time amend,
         -------------------------
alter, suspend or terminate the Plan.

     (b) Stockholder Approval.  The Company shall obtain stockholder approval of
         --------------------
any Plan amendment to the extent necessary and desirable to comply with
Applicable Laws.  Such stockholder approval, if required, shall be obtained in
such a manner and to such a degree as is required by the Applicable Laws.

     (c) Effect of Amendment or Termination.  No amendment, alteration,
         ----------------------------------
suspension or termination of the Plan shall impair the rights of any Optionee,
unless mutually agreed otherwise between the Optionee and the Administrator,
which agreement must be in writing and signed by the Optionee and a
representative of the Administrator.

15.  Conditions Upon Issuance of Shares.
     -----------------------------------

     (a) Legal Compliance.  Shares shall not be issued pursuant to the exercise
         ----------------
of an Option unless the exercise of such Option and the issuance and delivery of
such Shares shall comply with Applicable Laws, including, without limitation,
the requirements of any stock exchange or quotation system upon which the Shares
may then be listed or quoted, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

     (b) Investment Representations.  As a condition to the exercise of an
         --------------------------
Option, the Company may require the person exercising such Option to represent
and warrant at the time of any such exercise that the Shares are being purchased
only for investment and without any present intention to sell or distribute such
Shares if, in the opinion of counsel for the Company, such a representation is
required under Applicable Laws.

16.  Liability of Company.
     --------------------

     (a) Inability to Obtain Authority.  The inability of the Company to obtain
         ----------------------------
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company's counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company of any liability in respect
of the failure to issue or sell such Shares as to which such requisite authority
shall not have been obtained.

     (b) Grants Exceeding Allotted Shares.  If the Optioned Stock covered by an
         --------------------------------
Option exceeds, as of the date of grant, the number of Shares which may be
issued under the Plan without additional stockholder approval, such Option shall
be void with respect to such excess Optioned Stock, unless stockholder approval
of an amendment sufficiently increasing the

                                       9
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number of Shares subject to the Plan is timely obtained in accordance with
Section 14(b) of the Plan. In the event more than one Option is granted which
exceeds, as of the date of grant, the number of Shares which may be issued under
the Plan without additional stockholder approval, such Options shall be void as
set forth in the preceding sentence on a pro rata basis.

17.  Reservation of Shares.  The Company, during the term of this Plan, will at
     ---------------------
all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.

                           Approved by the Board of Directors on April 17, 2001.

                                   Approved by the Stockholders on ______, ____.

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