Electronic Arts 2008 Annual Report Download - page 66

award to a Ten Percent Stockholder, the purchase price must be 100% of fair market value. The purchase
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
Restricted stock unit awards may be granted under the Equity Plan, either in addition to, or in tandem with,
other awards under the Equity Plan under such terms, conditions and restrictions as the Compensation
Committee, or a committee to which it has delegated the appropriate authority, 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 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
As proposed to be amended, 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 may be granted under the Equity Plan, either individually, alternatively, or in
any combination, on a GAAP or non-GAAP basis, 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) profit before tax;
(b) revenue (on an absolute basis or adjusted for currency effects; (c) net revenue; (d) earnings (which may
include earnings before interest and taxes, earnings before taxes, and net earnings); (e) operating income;
(f) operating margin; (g) operating profit; (h) controllable operating profit, or net operating profit; (i) net
profit; (j) gross margin; (k) operating expenses or operating expenses as a percentage of revenue; (l) net
income; (m) earnings per share; (n) total stockholder return; (o) market share; (p) return on assets or net
assets; (q) the Company’s stock price; (r) growth in stockholder value relative to a pre-determined index;
(s) return on equity; (t) return on invested capital; (u) cash flow (including free cash flow or operating cash
flows); (v) cash conversion cycle; (w) economic value added; (x) individual confidential business objectives;
(y) contract awards or backlog; (z) overhead or other expense reduction; (aa) credit rating; (bb) strategic plan
development and implementation; (cc) succession plan development and implementation; (dd) improvement in
workforce diversity; (ee) customer indicators; (ff) new product invention or innovation; (gg) attainment of
research and development milestones; (hh) improvements in productivity; (ii) attainment of objective operating
goals and employee metrics.
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.
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