Electronic Arts 2007 Annual Report Download - page 71

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basis or adjusted for currency effects), gross margin, operating expenses or operating expenses as a
percentage of revenue, earnings (which may include earnings before interest and taxes, earnings before
taxes, and net earnings, and may be determined in accordance with U.S. Generally Accepted
Accounting Principles (“GAAP”) or adjusted to exclude any or all non-GAAP items), earnings per
share (on a GAAP or non-GAAP basis), growth in any of the foregoing measures, stock price, return
on equity or average stockholders’ equity, total stockholder return, growth in stockholder value relative
to the moving average of the S&P 500 Index or another index, return on capital, return on assets or
net assets, return on investment, economic value added, operating income, operating profit, controlla-
ble operating profit, or net operating profit, net profit, net income, operating margin, cash conversion
cycle, market share, contract awards or backlog, overhead or other expense reduction, credit rating,
strategic plan development and implementation, succession plan development and implementation,
improvement in workforce diversity, customer indicators, new product invention or innovation,
attainment of research and development milestones, improvements in productivity, attainment of
objective operating goals and employee metrics.
(m) “Performance Period” means any Fiscal Year or such other period as determined by the Committee.
(n) “Plan” means this Electronic Arts Inc. Executive Bonus Plan.
(o) “Predetermination Date” means, for a Performance Period, (i) the earlier of 90 days after
commencement of the Performance Period or the expiration of 25% of the Performance Period,
provided that the achievement of targeted goals under the selected Performance Measures for the
Performance Period is substantially uncertain at such time; or (ii) such other date on which a
performance goal is considered to be pre-established pursuant to Code Section 162(m).
3. Eligibility. Participants are eligible to participate in this Plan for a given Performance Period.
4. Plan Administration.
(a) The Committee shall be responsible for the requirements for qualifying compensation as Perfor-
mance-Based Compensation. Subject to the limitations on Committee discretion imposed under Code
Section 162(m), the Committee shall have such powers as may be necessary to discharge its duties
hereunder. The Committee shall be responsible for the general administration and interpretation of
this Plan and for carrying out its provisions, including the authority to construe and interpret the
terms of this Plan, determine the manner and time of payment of any Bonuses, prescribe forms and
procedures for purposes of Plan participation and distribution of Bonuses and adopt rules, regulations
and to take such actions as it deems necessary or desirable for the proper administration of this Plan.
The Committee, in its sole discretion and on such terms and conditions as it may provide, may
delegate all or part of its authority and powers under the Plan to one or more directors and/or officers
of the Company; provided, however, that the Committee may not delegate its authority and/or powers
with respect to awards that are intended to qualify as performance-based compensation under
Section 162(m) of the Code.
(b) Any rule or decision by the Committee or its delegate(s) that is not inconsistent with the provisions
of this Plan shall be conclusive and binding on all persons, and shall be given the maximum
deference permitted by law.
5. Term. This Plan shall be effective as of April 1, 2007. Notwithstanding the foregoing, this Plan shall
terminate unless it is approved at the next Company annual stockholders meeting following the date that
the Board adopts this Plan. Once approved by the Company’s stockholders, this Plan shall continue until
the earlier of (i) a termination under Section 9 of this Plan, (ii) the date any stockholder approval
requirement under Code Section 162(m) ceases to be met or (iii) the date that is five years after the
stockholder meeting in fiscal 2008.
6. Bonuses. Prior to the Predetermination Date for a Performance Period, the Committee shall designate or
approve in writing, the following:
(a) Performance Period;
C-2