Electronic Arts 2005 Annual Report Download - page 45

Appendix A
GENERAL DESCRIPTION OF THE 2000 EQUITY INCENTIVE PLAN
History
The Company's 2000 Equity Incentive Plan (the ""Equity Plan'') was adopted by our Board of Directors on
January 27, 2000 and approved by our stockholders on March 22, 2000. The Equity Plan has been amended
several times since it was initially adopted. The following general description of the Equity Plan includes all
prior amendments as well as amendments proposed to be adopted by the Company's stockholders at the 2005
Annual Meeting.
Shares Subject to the Equity Plan
The stock subject to issuance under the Equity Plan consists of shares of the Company's authorized but
unissued common stock. The Equity Plan, as amended to date, authorizes the issuance of up to
57,400,000 shares of common stock pursuant to awards of stock options, restricted stock and restricted stock
units. As proposed to be amended, the number of shares authorized for issuance under the Equity Plan would
be increased to 67,400,000. In addition, shares are again available for grant and issuance under the Equity Plan
that (a) were subject to an option granted under the Equity Plan that terminated, to the extent then
unexercised, (b) were subject to a restricted stock or restricted stock unit award under the Equity Plan that is
subsequently forfeited or repurchased by us at the original issue price, if any, or (c) are subject to an award of
restricted stock or restricted stock units under the Equity Plan that otherwise terminates without shares being
issued. As proposed to be amended, the above limitations would also apply to issuances of common stock
pursuant to awards of stock appreciation rights.
Proxy Statement
As proposed to be amended, the following types of shares would not be available for future grant or 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.
The number of shares issuable under the Equity Plan, and under outstanding options and other awards, is
subject to proportional adjustment to reÖect stock splits, stock dividends and other similar events.
Limitation on Number of Shares Subject to Restricted Stock Awards and Restricted Stock Unit Awards.
The number of shares of common stock that may be issued pursuant to awards of restricted stock and
restricted stock units may not exceed 3,000,000 in the aggregate. As proposed to be amended, the number of
shares that would be issuable pursuant to awards of restricted stock and restricted stock units would be
increased to 4,000,000 in the aggregate.
Eligibility
The Equity Plan provides for the issuance of incentive stock options, nonqualiÑed stock options, restricted
stock and restricted stock units. The Equity Plan provides that employees (including oÇcers and Directors
who are also employees) of EA or any parent or subsidiary of EA may receive incentive stock options under
the Equity Plan. NonqualiÑed stock options, restricted stock and restricted stock units may be granted to
employees and Directors of EA or any parent or subsidiary of EA. As of June 1, 2005, approximately 5,800
persons were in the class of persons eligible to participate in the Equity Plan. No person is eligible to receive
more than 1,400,000 shares of common stock (of which no more than 400,000 shares may be covered by
awards of restricted stock) in any calendar year, other than new employees who will be eligible to receive up to
2,800,000 shares of common stock (of which no more than 800,000 shares may be covered by awards of
restricted stock) in the calendar year in which they commence employment. No awards of restricted stock
have been made to date under the Equity Plan. A participant may hold more than one award granted under
the Equity Plan.
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