Electronic Arts 2009 Annual Report Download - page 62

(2) Includes (a) 1,226,661 shares of common stock issuable upon exercise of outstanding options under our 1991
Stock Option Plan, with a weighted-average exercise price of $21.47; (b) 241,810 shares of common stock
issuable upon exercise of outstanding options under the 1998 Directors’ Stock Option Plan with a weighted-
average exercise price of $32.80; (c) 31,091,355 shares of common stock issuable upon exercise of
outstanding options under the 2000 Equity Incentive Plan, with a weighted-average exercise price of $43.12;
and (d) 7,815,145 unvested restricted stock units outstanding under the 2000 Equity Incentive Plan. The 1991
Stock Option Plan and the 1998 Directors’ Stock Option Plan have expired and no further grants may be made
under these Plans.
(3) Does not include 117,191 unvested shares of restricted stock outstanding as of March 31, 2009 issued
pursuant to the 2000 Equity Incentive Plan.
(4) Restricted stock unit awards and notes payable solely in shares of common stock do not have an exercise price
and therefore are not included in the calculation of the weighted-average exercise price.
(5) Includes (a) 11,085,110 shares available for issuance under the 2000 Equity Incentive Plan and (b) 3,902,837
shares available for purchase by our employees under the 2000 Employee Stock Purchase Plan.
(6) Represents restricted stock units and notes payable solely in shares of common stock granted in connection
with our acquisition of VGH. As of March 28, 2009, a total of: (a)(i) 519,356 time-based restricted stock units
and (ii) 623,472 performance-based restricted stock units were outstanding under the 2007 Electronic Arts
VGH Acquisition Inducement Award Plan (the “VGH Inducement Plan”); and (b) 1,290,371 shares of
common stock were reserved for issuance pursuant to service-based non-interest bearing notes payable solely
in shares of our common stock, which were granted to certain former employees of VGH who became
employees of EA following the acquisition (the “Notes”). The restricted stock units granted pursuant to the
VGH Inducement Plan and the Notes were granted in connection with our acquisition of VGH without
stockholder approval in accordance with applicable NASDAQ listing standards. No further grants will be
made under the VGH Inducement Plan and no further Notes will be awarded to the former employees of
VGH.
See also Note 13 to the Consolidated Financial Statements included in EA’s Annual Report on Form 10-K for the
period ended March 31, 2009 for additional information about these equity awards and related plans.
OTHER INFORMATION
RELATED PERSON TRANSACTIONS POLICY
Our Board of Directors has adopted a written Related Person Transactions Policy. The purpose of the policy is to
describe the procedures used to identify, review, approve or ratify and, if necessary, disclose (i) any transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which EA
(including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and
in which any “related person” had, has or will have a direct or indirect interest, or (ii) any transaction for which
EA’s Global Code of Conduct would require approval of the Board of Directors. For purposes of the policy, a
“related person” is (a) any person who is, or at any time since the beginning of EA’s last fiscal year was, a
director or executive officer of EA or a nominee to become a director of EA, (b) any person who is known to be
the beneficial owner of more than 5% of any class of EA’s voting securities, (c) any immediate family member
or person sharing the household (other than a tenant or employee) of any of the foregoing persons, and (d) any
firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or
in a similar position or in which such person has a 10% or greater beneficial ownership interest.
Once a potential related person transaction has been identified, the Audit Committee (if the transaction involves an
executive officer of EA) or the Nominating and Governance Committee (if the transaction involves a director of
EA) will review the transaction at the next scheduled meeting of such committee. In those instances in which it is
not practicable or desirable to wait until the next scheduled committee meeting, the chairperson of the applicable
committee shall consider the matter and report back to the relevant committee at the next scheduled meeting.
In determining whether to approve or ratify a related person transaction, the Audit Committee or Nominating and
Governance Committee (or the relevant chairperson of such committee) shall consider all of the relevant facts
and circumstances available. No member of the Audit Committee or Nominating and Governance Committee
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