Electronic Arts 2007 Annual Report Download - page 63

price, if any, may be paid for in any of the forms of consideration listed in items under “Exercise Price”
above, as are approved by the Compensation Committee at the time of grant.
Restricted Stock Units
The Compensation Committee may grant restricted stock unit awards either in addition to, or in tandem with,
other awards under the Equity Plan under such terms, conditions and restrictions as the Compensation
Committee may determine. A restricted stock unit award is similar to a restricted stock award (and may be
awarded subject to any or all of the performance goals established by the Committee described under the
heading “Performance Factors” below) except the stock is not delivered to the participant unless and until all
restrictions have terminated.
Performance Factors
The Compensation Committee may grant, in its sole discretion, performance-based stock options, stock
appreciation rights, restricted stock and restricted stock unit awards with vesting and/or exercisability
conditioned on one or more of the following permissible performance factors, to be measured over a specified
performance period that may be as short as a quarter or as long as five years (unless tied to a specific 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 flow; (m) free cash flow; (n) economic value added; and
(o) individual confidential business objectives. In addition, the Committee may, in its sole discretion and in
recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable
accounting rules, 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.
Mergers, Consolidations, Change of Control
Except for automatic grants to non-employee directors, in the event of a merger, consolidation, dissolution or
liquidation of EA, the sale of substantially all of its assets or any other similar corporate transaction, the
successor corporation may assume, replace or substitute equivalent awards in exchange for those granted under
the Equity Plan or provide substantially similar consideration, shares or other property as was provided to our
stockholders (after taking into account the provisions of the awards). In the event that the successor
corporation does not assume, replace or substitute awards, such awards will accelerate and all options will
become exercisable in full prior to the consummation of the transaction at the time and upon the conditions as
the Compensation Committee determines. Any awards not exercised prior to the consummation of the
transaction will terminate.
Transferability
Incentive stock options granted under the Equity Plan are not transferable other than by means of a distribution
upon the optionee’s death. Nonqualified stock options, stock appreciation rights, restricted stock, and restricted
stock unit awards are subject to similar restrictions on transfer unless otherwise determined by the Compen-
sation Committee and except that nonqualified stock options may be transferred to family members and trusts
or foundations controlled by, or primarily benefiting, family members of the optionee.
Term of the Equity Plan
Unless terminated earlier as provided in the Equity Plan, the Equity Plan expires in 2010, ten (10) years from
the date it was adopted by the Board of Directors.
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