Electronic Arts 2010 Annual Report Download - page 27

Proxy Statement
• Amend the Equity Plan to remove the provision that provides for automatic grants to our outside directors
upon appointment to the Board of Directors, and annually upon re-election.
Our Compensation Committee annually reviews and recommends to our Board the compensation paid to our
non-employee directors, which is delivered as a mix of cash and equity. Currently, the Equity Plan provides
automatic equity grants to our non-employee directors as follows: (1) upon appointment to the Board of
Directors, stock options or stock appreciation rights for 17,500 shares and 2,500 restricted stock units; and
(2) upon re-election to the Board of Directors at each Annual Meeting of Stockholders, stock options or stock
appreciation rights for 8,400 shares and 1,200 restricted stock units. Given the long term nature of our Equity
Plan, which expires in 2020, and our need to attract and retain highly qualified Board members capable of
leading the Company through economic and industry-specific challenges, we believe it is important to have the
flexibility to set the total compensation of our Board members at a level that takes into consideration market
trends and current stock values, rather than maintain fixed equity grant levels for our non-employee directors
year-over-year. Removing the automatic grants provisions from the Equity Plan will give the Board the
necessary discretion to determine and grant an appropriate level of equity compensation to our non-employee
directors each year. If this proposal is approved, the Board intends to exercise its discretion with respect to the
equity component of the Board’s compensation by issuing 10,000 restricted stock units to each of our
non-employee directors who are re-elected for the 2011 Board year.
Plan Benefits
The amount and timing of awards granted under the Equity Plan are determined in the sole discretion of the
administrator and therefore cannot be determined in advance. The future awards that would be received under the
Equity Plan by executive officers and other employees are discretionary and are therefore not determinable at this
time.
Required Vote and Board of Directors’ Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting for or against the proposal.
The Board recommends a vote FOR the amendments to the 2000 Equity Incentive Plan.
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