Electronic Arts 2009 Annual Report Download - page 75

Appendix B
GENERAL DESCRIPTION OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN
2000 Employee Stock Purchase Plan, as Amended
The following general description of the Purchase Plan is qualified in its entirety by reference to the text of the
Purchase Plan, as proposed to be amended, as filed by the Company with the SEC on or about June 12, 2009.
Unless otherwise indicated, capitalized terms used in this Appendix B shall have the meanings set forth in the
text of the Purchase Plan.
History. The 2000 Purchase Plan was adopted by the Board on May 25, 2000, approved by the Stockholders on
July 27, 2000, and has been subsequently amended.
Purpose. The purpose of the Purchase Plan is to provide employees of the Company with a convenient means
of acquiring common stock of the Company through payroll deductions, to enhance the employees’ sense of
participation in the affairs of the Company and subsidiaries, and to provide an incentive for continued
employment.
Administration. The Purchase Plan is administered on behalf of the Board by the Compensation Committee of
the Board. The interpretation by the Compensation Committee of any provision of the Purchase Plan is final and
binding on all participating employees.
Eligibility. All employees of the Company (including directors who are employees), or any parent or
subsidiary, are eligible to participate in the Purchase Plan except the following: (i) employees who are not
employed by the Company on the 15th day of the month before the beginning of an Offering Period (as defined
below); (ii) employees who are customarily employed for less than 20 hours per week; (iii) employees who are
customarily employed for less than 5 months in a calendar year; and (iv) employees who, pursuant to
Section 424(d) of the Code, own or hold options to purchase or who, as a result of participation in the Purchase
Plan, would own stock or hold options to purchase stock representing 5% or more of the total combined voting
power or value of all classes of stock of the Company or any parent or subsidiary. As of May 15, 2009, the
Company estimates that approximately 9,000 persons were eligible to participate in the Purchase Plan.
Participation. Each offering of the Company’s common stock under the Purchase Plan is for a period of one
year (the “Offering Period”). Offering Periods commence on the first business day of March and September of
each year. The first day of each Offering Period is the “Offering Date” for such Offering Period. An employee
cannot participate simultaneously in more than one Offering Period. Each Offering Period consists of two
six-month purchase periods (each a “Purchase Period”) commencing on the first business day of March and
September. The last day of each Purchase Period is a “Purchase Date.”
Employees may participate in the Purchase Plan during each pay period through payroll deductions. An
employee sets the rate of such payroll deductions, which may not be less than 2% nor more than 10% of the
employee’s base salary, wages, commissions, overtime, shift premiums and bonuses plus draws against
commissions, unreduced by the amount by which the employee’s salary is reduced pursuant to Sections 125 or
401(k) of the Code. Eligible employees may elect to participate in any Offering Period by enrolling as provided
under the terms of the Purchase Plan. Once enrolled, a participating employee will automatically participate in
each succeeding Offering Period unless such employee withdraws from the Offering Period. After the rate of
payroll deductions for an Offering Period has been set by an employee, that rate continues to be effective for the
remainder of the Offering Period (and for all subsequent Offering Periods in which the employee is automatically
enrolled) unless otherwise changed by the employee. The employee may increase or lower the rate of payroll
deductions for any subsequent Offering Period but may only lower the rate of payroll deductions during the
current Purchase Period. Not more than one change may be made effective during any one Purchase Period.
In any given Purchase Period, no employee may purchase more than (a) twice the number of shares that could have
been purchased with the payroll deductions if the purchase price were determined by using 85% of the fair market
value of a share of the Company’s common stock on the Offering Date or (b) the maximum number of shares set by
the Board. In addition, no employee may purchase shares at a rate that, when aggregated with all other rights to
purchase stock under all other employee stock purchase plans of the Company, or any parent or subsidiary of the
Company, exceeds $25,000 in fair market value (determined on the Offering Date) for each year.
B-1
Proxy Statement