Electronic Arts 2008 Annual Report Download - page 27

regarding the specific compensation received by each non-employee director during fiscal 2008 see the “Fiscal
2008 Director Compensation Table” below).
Fiscal 2008 Annualized Components of Non-Employee Director Cash Compensation
Annual Retainer ............................................................... $50,000
Service on the Audit Committee ................................................... $10,000
Chair of the Audit Committee ..................................................... $10,000
Service on the Compensation Committee ............................................. $ 7,500
Chair of the Compensation Committee .............................................. $ 7,500
Service on the Nominating and Governance Committee .................................. $ 7,500
Chair of the Nominating and Governance Committee .................................... $ 2,500
Service as Lead Director ......................................................... $25,000
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 finance (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 fiscal 2008.
Stock Compensation
Non-employee directors are eligible to automatically receive an option grant to purchase 17,500 shares and
2,500 restricted stock units issued under the 2000 Equity Incentive Plan upon their initial appointment or
election to the Board, and each continuing non-employee director is eligible to automatically receive an annual
option grant to purchase 8,400 shares and 1,200 restricted stock units upon his or her election or re-election to
the Board.
In fiscal 2008, annual option grants to purchase 8,400 shares of common stock were made under the Equity
Plan to each of the directors (other than Mr. Probst and Mr. Riccitiello) who was re-elected at the 2007 Annual
Meeting of Stockholders. All stock options were granted on July 26, 2007, the date of the directors’ re-election
to the Board, at an exercise price of $50.65 per share. Each non-employee director was also granted 1,200
restricted stock units on the same date.
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.
Deferred Compensation Plan
We maintain a Deferred Compensation Plan (“DCP”) that allows our directors and certain employees,
including our Named Executive Officers, to defer receipt of their salary into cash accounts that mirror the
gains and/or losses of several different investment funds which correspond to the funds we have selected for
our 401(k) plan. Participants may defer up to 75% of their salary and up to 100% of their bonuses and/or
commissions until the date(s) they have specified. We are not required to make any contributions to the DCP
and did not do so in fiscal 2008.
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, 2008,
each of our directors had either fulfilled their ownership requirements or had not yet reached three years of
service.
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