Electronic Arts 2006 Annual Report Download - page 55

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 2006 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
67,400,000 shares of common stock pursuant to awards of stock options, stock appreciation rights,
restricted stock and restricted stock units. 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. The following types of shares are not be available for
future grant or issuance as awards under the Equity Plan: (x) shares that are not issued or delivered as a
result of the net settlement of a stock option or stock appreciation right; (y) shares that are used to pay
the exercise price or withholding taxes related to an award granted under the Equity Plan; and (z) shares
Proxy Statement
that are repurchased by us with the proceeds of a stock option exercise. Provided that the stockholders
approve Proposal 2 (""Approval of The Exchange Program'') set forth in the proxy statement prepared in
connection with our 2006 Annual Meeting of Stockholders, we will amend the Equity Plan to limit the
number of shares subject to options surrendered and cancelled in the Exchange Program that will again
become available for issuance under the Equity Plan to 7 million plus the number of shares necessary for
the issuance of the restricted stock rights to be granted in connection with the Exchange Program.
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 4,000,000 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 15,000,000 in the aggregate.
Eligibility
The Equity Plan provides for the issuance of incentive stock options, nonqualiÑed stock options, stock
appreciation rights, 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, stock appreciation rights,
restricted stock, and restricted stock units may be granted to employees and directors of EA or any parent
or subsidiary of EA. As of May 31, 2006, approximately 7,100 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 or stock appreciation
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