Electronic Arts 2009 Annual Report Download - page 21

Proxy Statement
during fiscal 2009 were pro-rated based on the annualized figures in the following table (for more information
regarding the specific compensation received by each non-employee director during fiscal 2009 see the “Fiscal
2009 Director Compensation Table” below).
Fiscal 2009 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
Chairman of the Board ............................................................... $50,000
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 2009.
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. If a
non-employee director has not served on our Board of Directors for a full year at the time of the annual meeting
of our stockholders, such director will receive a pro-rated annual grant.
In fiscal 2009, 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. Riccitiello and Mr. Probst), who were re-elected at the 2008 Annual
Meeting of Stockholders. All stock options were granted on July 31, 2008, the date of the directors’ re-election to
the Board, at an exercise price of $43.18 per share, which was the closing price of the Company’s common stock
on the NASDAQ Global Select Market on that day. Each non-employee director was also granted 1,200
restricted stock units on the same date. Mr. Probst received a pro rata portion of the award on September 29,
2008 in the form of 7,700 stock options and 1,100 restricted stock units. Ms. Laybourne and Mr. Huber were
each granted an option grant to purchase 17,500 shares and 2,500 restricted stock units under the Equity Plan
upon their appointment to the Board.
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.
Other Benefits
Non-employee directors, who are not employed with any other company, are offered an opportunity to purchase
certain EA health, dental and vision insurance while serving as a Board member with the option for the
continuation of benefits upon the expiration of their Board term. Participating directors pay 100% of their own
insurance premiums.
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