Electronic Arts 2005 Annual Report Download - page 17

Third, we are amending the Equity Plan to increase by 1 million shares the limit on the total number of shares
underlying awards of restricted stock and restricted stock units Ì from 3 million to 4 million shares.
Fourth, we are amending the Equity Plan to modify the payment alternatives available upon exercise of
awards granted under the Equity Plan to (a) prohibit the use of loans from or guaranteed by EA to pay for
shares, and (b) provide a ""net settlement'' mechanism that could, in the future, enable us to reduce dilution
by issuing fewer shares upon the exercise of stock options while still providing for the same economic beneÑt
to the option holder.
Fifth, we are amending the Equity Plan to add Öexibility to grant performance-based options and stock
appreciation rights and to revise the permissible performance factors used in connection with performance-
based awards to more accurately reÖect the nature of our business.
Sixth, we are amending the Equity Plan to revise the share-counting methodology used to determine the
number of shares available for issuance. The amendments would clarify that the following types of shares
would not be available for future issuance as awards under the Equity Plan: (a) shares that are not issued or
delivered as a result of the net settlement of a stock option or stock appreciation right award; (b) shares that
are used to pay the exercise price or withholding taxes related to an award granted under the Equity Plan; and
(c) shares that are repurchased by us with the proceeds of a stock option exercise.
Why are you amending the Purchase Plan?
We are amending the Purchase Plan to increase the number of shares available for issuance. The Purchase
Plan enables our employees to purchase of our common stock through payroll deductions and provides
Proxy Statement
continuing opportunities for our employees to become stockholders. It also provides an incentive for continued
employment. Since the adoption of the Purchase Plan, we have experienced both signiÑcant growth in the
number of employees, as well an increase in the percentage of employees, who elect to participate in the
Purchase Plan. We estimate that an additional 1,500,000 shares available for issuance under the Purchase
Plan will permit all current and potential future employees to fully participate in the Purchase Plan through at
least Ñscal 2006, our current Ñscal year.
Who will pay for this proxy solicitation?
We have retained Georgeson & Company Inc. to solicit proxies from stockholders at an estimated fee of
$7,500 plus expenses and we will pay these costs. This fee does not include our costs of printing and mailing
the proxy statements and annual reports. Some of our oÇcers and other agents may also solicit proxies
personally, by telephone and by mail, and we will pay these costs as well. EA will also reimburse brokerage
houses and other custodians for their reasonable out-of-pocket expenses for forwarding proxy and solicitation
materials to the beneÑcial owners of common stock.
Whom can I call with any questions?
You may call Wells Fargo Shareowner Services at 1-800-468-9716 or visit their web site at
www.wellsfargo.com/shareownerservices.
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