Electronic Arts 2010 Annual Report Download - page 23

Proxy Statement
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 2010, annual option grants to purchase 8,400 shares of common stock were made under the Equity Plan
to each of our non-employee directors (other than Ms. Laybourne and Mr. Huber) who were re-elected at the
2009 Annual Meeting of Stockholders. Ms. Laybourne, who was appointed to the Board as of November 5, 2008,
was granted a pro-rated option grant to purchase 6,300 shares of common stock. Mr. Huber, who was appointed
to the Board as of May 7, 2009, was granted a pro-rated option to purchase 2,100 shares of common stock. All
stock options were granted on July 29, 2009, the date of the directors’ re-election to the Board, at an exercise
price of $20.75 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, except for Ms. Laybourne and Mr. Huber who were granted pro-rated grants of 900 restricted stock units
and 300 restricted stock units respectively.
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.
The Board is seeking stockholder approval to amend the 2000 Equity Incentive Plan to remove the provisions
which mandate automatic grants to non-employee directors upon initial appointment or election to the Board and
annually upon re-election to the Board. In place of automatic grants, the Board will have discretion to determine
and grant an appropriate level of equity compensation to our non-employee directors each year. If this proposal is
approved by a majority of the stockholders, the Board intends to grant 10,000 restricted stock units to each of our
non-employee directors who are re-elected at the 2010 Annual Meeting of Stockholders. For more information
about the amendments to the 2000 Equity Incentive Plan, see “Proposal 2. Amendments to the 2000 Equity
Incentive Plan.”
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.
Deferred Compensation Plan
We maintain a Deferred Compensation Plan (“DCP”) that allows our directors and certain employees, including
our Named Executive Officers, to defer receipt of their director fees or base salary, as the case may be, into cash
accounts that mirror the gains and/or losses of several different investment funds which correspond to the funds
we have selected for our 401(k) plan. Director participants may defer up to 100% of their director fees until the
date(s) they have specified. We are not required to make any contributions to the DCP and did not do so in fiscal
2010.
Stock Ownership Guidelines
Each non-employee director is required, within three years of becoming a director, to own shares of EA common
stock or vested restricted stock units having a value of at least 3 years’ annual retainer for service on the Board.
As of May 20, 2010, each of our directors had either fulfilled their ownership requirements or had not yet
reached three years of service.
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