Electronic Arts 2009 Annual Report Download - page 49

Proxy Statement
Special Equity Awards
In November 2008, the Committee approved a special equity program to address the retention and motivation
challenges of key employees in light of extraordinary economic conditions and the fact that substantially all of
the outstanding stock options held by these employees were significantly underwater. The Committee believed
that it was critical to maintain strong leadership at the Company in light of the significant challenges in the
economic environment. The goal of this special equity program was to strengthen the total compensation package
for these individuals in response to the risk of losing key personnel to other companies in light of the fact that
depressed equity values would allow these employees to receive attractive option awards at other companies.
Under this special program, certain officers and other employees, including the Named Executive Officers (other
than Mr. Riccitiello) were granted a stock option award in December 2008. These options first vest as to 25% of
the shares on December 1, 2009, another 25% of the shares on December 1, 2010, and the remaining 50% of the
shares on December 1, 2011.
These stock option grants were provided as follows:
Named Executive Officer Stock Option Grant
Mr. Brown, Mr. Pleasants ...................................................... 100,000
Mr. Gibeau .................................................................. 200,000
Mr. Moore .................................................................. 125,000
The Committee intends to review the equity holdings of certain of our key employees in the fall of 2009 to
ensure that the equity component of the total compensation package continues to provide a sufficiently strong
incentive for certain key employees. The Committee may decide at that time to provide additional equity grants
to certain individuals, which may include our Named Executive Officers, if deemed warranted based on a
number of factors, including performance, an evaluation of the value of the equity holdings of these key
employees relative to internal comparisons, external competitive practices at that time and the exclusion of the
Named Executive Officers from our Option Exchange program.
Equity Awards Grant Practices
All equity awards granted to executive officers were approved by the Committee in advance of the grant date and
were made on the 16th of the month in which they were granted (or on the next NASDAQ trading day thereafter
if the 16th of the month fell on a Saturday, Sunday, or holiday).
The Committee has delegated limited authority for determining and approving equity grants for vice presidents
and other non-executive employees, consisting of pre-defined size limits and vesting schedules, to a committee
consisting of Mr. Riccitiello and Ms. Toledano, which we refer to as the “Management Committee”. The
Management Committee is generally responsible for all equity awards to employees below the Senior Vice
President level, up to an annual grant limit of stock options to purchase 30,000 shares and 10,000 RSUs. The
Management Committee reports on its activities to the Committee on at least an annual basis.
Benefits and Retirement Plans
We provide a comprehensive benefits package to all of our regular, full-time employees, including the Named
Executive Officers, which includes medical, dental, prescription drug, vision care, disability insurance, life
insurance, accidental death and dismemberment (AD&D) insurance, a flexible spending plan, business travel
accident insurance, a tax-qualified Section 401(k) savings plan, an educational reimbursement program, an
adoption assistance program, an employee assistance program, an employee stock purchase plan, certain paid
holidays and personal time off, including vacation, sick, or personal days off.
We do not offer a retirement plan to our executive officers, including the Named Executive Officers, other than
through participation in the tax-qualified Section 401(k) savings plan we offer to all eligible employees or a
comparable savings plan in locations outside of the United States. All participants in the Section 401(k) savings
plan are eligible to receive a matching company contribution of up to 6% of their base salary, depending upon the
Company’s financial performance for the fiscal year.
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