Electronic Arts 2006 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 2006, our non-employee directors 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; and
‚ $5,000 additional annual retainer for service as Chair of the Audit Committee.
In addition, individual directors were eligible to earn up to $1,000 per day, with the approval of the Board
of 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). No
directors earned any compensation for special assignments during Ñscal 2006.
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 2006,
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 2005 Annual Meeting of Stockholders, other than
Mr. Paul. Because Mr. Paul had been appointed to the Board on June 15, 2005, the number of shares
subject to his annual grant option was pro-rated to 833 shares. All annual grant options were granted on
July 28, 2005, the date of the directors' re-election to the Board, at an exercise price of $58.45 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,
2006, each of our directors had either fulÑlled their ownership requirements or had not yet reached three
years of service.
12