Electronic Arts 2005 Annual Report Download - page 27
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permissible performance factors, to be measured over a speciÑed performance period (that may be as
short as a calendar quarter or as long as Ñve years) or tied to a speciÑc and objective milestone or event,
to the extent applicable on an absolute basis or relative to a pre-established target: (a) net revenue;
(b) earnings before interest, income taxes, depreciation and amortization; (c) operating income;
(d) operating margin; (e) net income; (f) earnings per share; (g) total stockholder return; (h) the
Company's stock price; (i) growth in stockholder value relative to a pre-determined index; (j) return
on equity; (k) return on invested capital; (l) operating cash Öow; (m) free cash Öow; (n) economic
value added; and (o) individual conÑdential business objectives. In addition, the Committee would, in
its sole discretion, have the ability, in recognition of unusual or non-recurring items such as acquisition-
related activities or changes in applicable accounting rules, to provide for one or more equitable
adjustments (based on objective standards) to the performance factors to preserve the Committee's
original intent regarding the performance factors at the time of the initial award grant.
‚Revise and clarify our share-counting methodology. The amendments would make clear 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; (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.
Required Vote and Board of Directors' Recommendation
Approval of this proposal requires the aÇrmative vote of a majority of the voting shares present at the meeting
in person or by proxy and voting on this proposal.
The Board recommends a vote FOR the amendments to the 2000 Equity Incentive Plan.
Proxy Statement
15