Electronic Arts 2005 Annual Report Download - page 24

DIRECTOR COMPENSATION AND STOCK OWNERSHIP GUIDELINES
Mr. Probst, the Company's Chief Executive OÇcer, is not paid additional compensation for his services as a
Director. During Ñscal 2005, our non-employee Directors (other than Mr. Paul who had not yet become a
Director and did not receive any compensation from us) received the following compensation:
Cash Compensation
‚ $35,000 annual retainer for service on the Board of Directors;
‚ $7,500 annual retainer for service on the Compensation or Nominating and Governance Committees;
‚ $2,500 additional annual retainer for service as Chair of the Compensation or Nominating and
Governance Committees;
‚ $10,000 annual retainer for service on the Audit Committee;
‚ $5,000 additional annual retainer for service as Chair of the Audit Committee; and
‚ $1,000 per day, with the approval of the Board of Directors, to individual Directors for special
assignments, which may include providing advisory services to management in such areas as sales,
marketing, public relations and Ñnance (provided, however, no independent Director is eligible for a
special assignment if the assignment or payment for the assignment would prevent the Director from
being considered independent under applicable Nasdaq Marketplace or SEC rules).
Stock Compensation
Upon their initial appointment or election to the Board, new Directors receive an option grant to
purchase 25,000 shares issued under the 2000 Equity Incentive Plan. Each continuing Director receives an
annual option grant to purchase 10,000 shares upon his or her re-election to the Board. In Ñscal 2005, annual
option grants to purchase 10,000 shares of common stock were made under the Equity Plan to each of the
non-employee Directors who was re-elected at the 2004 Annual Meeting of Stockholders, other than
Mr. Pittman. Because Mr. Pittman had been appointed to the Board on November 1, 2003, the number of
shares subject to his option was pro-rated to 7,500 shares. These options were granted on July 29, 2004, the
date of the Directors' re-election to the Board, at an exercise price of $50.32 per share.
Under the Equity Plan, non-employee Directors may elect to receive all or part of their cash compensation in
the form of common stock. As an incentive for our non-employee Directors to increase their stock ownership
in EA, non-employee Directors making such an election receive shares of common stock valued at 110% of
the cash compensation they would have otherwise received.
The material terms regarding the exercise price of options, vesting, changes in capital structure, assumption of
options and acceleration of vesting and prohibitions on ""repricing'' under the Equity Plan are contained in
Appendix A to this proxy statement.
Stock Ownership Guidelines
Each non-employee Director is required, within three years of becoming a Director, to own shares of EA
common stock having a value of at least 3 years' annual retainer for service on the Board. As of June 1, 2005,
each of our Directors had fulÑlled their ownership requirements.
12