Electronic Arts 2005 Annual Report Download - page 52

Appendix B
GENERAL DESCRIPTION OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN
2000 Employee Stock Purchase Plan, as Amended
History. The 2000 Purchase Plan was adopted by the Board on May 25, 2000, approved by the Stockholders
on July 27, 2000, and was amended on February 13, 2003 to facilitate participation by employees of the
Company moving to and from the United States and other countries, on June 26, 2003, on July 26, 2003, and
on July 29, 2004. The following discussion describes the terms of the Purchase Plan, as amended to date.
Purpose. The purpose of the Purchase Plan is to provide employees of the Company with a convenient
means of acquiring common stock of the Company through payroll deductions, to enhance the employees'
sense of participation in the aÅairs of the Company and subsidiaries, and to provide an incentive for continued
employment.
Administration. The Purchase Plan is administered on behalf of the Board by the Compensation Committee
of the Board. The interpretation by the Compensation Committee of any provision of the Purchase Plan is
Ñnal and binding on all participating employees.
Eligibility. All employees of the Company (including Directors who are employees), or any parent or
subsidiary, are eligible to participate in the Purchase Plan except the following: (i) employees who are not
employed by the Company on the 15th day of the month before the beginning of an OÅering Period (as
deÑned below); (ii) employees who are customarily employed for less than 20 hours per week; (iii) employees
who are customarily employed for less than 5 months in a calendar year; and (iv) employees who, pursuant to
Section 424(d) of the Code, own or hold options to purchase or who, as a result of participation in the
Purchase Plan, would own stock or hold options to purchase stock representing 5% or more of the total
combined voting power or value of all classes of stock of the Company or any parent or subsidiary. As of
June 1, 2005, the Company estimates that approximately 6,100 persons were eligible to participate in the
Purchase Plan.
Participation. Each oÅering of the Company's common stock under the Purchase Plan is for a period of one
year (the ""OÅering Period''). OÅering Periods commence on the Ñrst business day of March and September
of each year. The Ñrst day of each OÅering Period is the ""OÅering Date'' for such OÅering Period. An
employee cannot participate simultaneously in more than one OÅering Period. Each OÅering Period consists
of two six-month purchase periods (each a ""Purchase Period'') commencing on the Ñrst business day of
March and September. The last day of each Purchase Period is a ""Purchase Date.''
Employees may participate in the Purchase Plan during each pay period through payroll deductions. An
employee sets the rate of such payroll deductions, which may not be less than 2% nor more than 10% of the
employee's base salary, wages, commissions, overtime, shift premiums and bonuses plus draws against
commissions, unreduced by the amount by which the employee's salary is reduced pursuant to Sections 125 or
401(k) of the Code. Eligible employees may elect to participate in any OÅering Period by enrolling as
provided under the terms of the Purchase Plan. Once enrolled, a participating employee will automatically
participate in each succeeding OÅering Period unless such employee withdraws from the OÅering Period.
After the rate of payroll deductions for an OÅering Period has been set by an employee, that rate continues to
be eÅective for the remainder of the OÅering Period (and for all subsequent OÅering Periods in which the
employee is automatically enrolled) unless otherwise changed by the employee. The employee may increase
or lower the rate of payroll deductions for any subsequent OÅering Period but may only lower the rate of
payroll deductions during the current Purchase Period. Not more than one change may be made eÅective
during any one Purchase Period.
In any given Purchase Period, no employee may purchase more than (a) twice the number of shares that
could have been purchased with the payroll deductions if the purchase price were determined by using 85% of
the fair market value of a share of the Company's common stock on the OÅering Date or (b) the maximum
number of shares set by the Board. In addition, no employee may purchase shares at a rate that, when
aggregated with all other rights to purchase stock under all other employee stock purchase plans of the
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