Electronic Arts 2008 Annual Report Download - page 63

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 initially 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
reflects all prior amendments as well as amendments proposed to be adopted by the Company’s stockholders
at the 2008 Annual Meeting. The following general description is qualified in its entirety by reference to the
text of the Equity Plan, as proposed to be amended, as filed by the Company with the SEC on or about
June 17, 2008. Unless otherwise indicated, capitalized terms used in this Appendix A shall have the meanings
set forth in the text of the Equity Plan.
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
76,400,000 shares of common stock pursuant to awards of stock options, stock appreciation rights, restricted
stock and restricted stock units. As proposed to be amended, the number of shares authorized for issuance
under the Equity Plan would be increased to 78,585,000. 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 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 that are repurchased by us
with the proceeds of a stock option exercise.
The number of shares issuable under the Equity Plan, and under outstanding options and other awards, is
subject to proportional adjustment to reflect stock splits, stock dividends and other similar events.
Share Usage
Shares covered by an Award shall be counted as used as of the Grant Date. As proposed to be amended, any
shares that are subject to Awards of Options or stock appreciation rights, granted on or after July 31, 2008,
shall be counted against the aggregate number of shares reserved under the Equity Plan as one (1) share for
every one (1) share subject to an Award of Options or stock appreciation rights. Any shares that are subject to
Awards other than Options or stock appreciation rights, granted on or after July 31, 2008, shall be counted
against the aggregate number of share reserved under the Equity Plan as 1.82 shares for every one (1) share
granted.
Eligibility
The Equity Plan provides for the issuance of incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock and restricted stock units. The Equity Plan provides that employees
(including officers and directors who are also employees) of EA or any parent or subsidiary of EA may
receive incentive stock options under the Equity Plan. Nonqualified 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 June 1, 2008, approximately 9,000 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
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