Electronic Arts 2010 Annual Report Download - page 58

POTENTIAL PAYMENTS UPON CHANGE OF CONTROL
The following table sets forth potential payments under the CoC Plan to the Named Executive Officers
(excluding Dr. Florin) upon termination without “cause” or resignation for “good reason” occurring during the
two-month period before or the twelve-month period after a change in control of the company. Under the CoC
Plan, an eligible employee is not entitled to any payments or benefits in the event he or she voluntarily resigns or
is terminated for cause. For purposes of the table below, we have assumed a termination date of April 1, 2010,
the last trading day of our fiscal year. The closing price of our common stock on April 1, 2010 was $18.84. For
additional information on the CoC Plan, see “Post-Employment Arrangements” in the Compensation Discussion
and Analysis above. Dr. Florin was not eligible for benefits under the CoC Plan as of April 1, 2010. Dr. Florin’s
termination arrangement with the Company is described in the Compensation Discussion and Analysis above
under the heading “Executive Changes”.
Name
Cash Severance
Award
($)(1)
Stock Options
($)(2)
Restricted Stock
Units
(time-based)
($)(3)
Restricted Stock
Units
(performance-based)
($)(4)
Other
($)(5)
Total
($)
John S. Riccitiello ........ 3,000,000 — 7,291,080 3,768,000 99,155 14,158,235
Eric F. Brown ............ 1,575,000 208,500 3,347,868 1,884,000 68,386 7,083,754
John C. Schappert ........ 1,575,000 — 1,413,000 2,355,000 42,023 5,385,023
Frank D. Gibeau .......... 1,635,000 417,000 2,842,485 2,355,000 56,838 7,306,323
Peter Moore ............. 1,695,000 260,625 3,266,385 2,355,000 57,938 7,634,948
(1) Represents the sum of each NEO’s base salary, as set forth in the Summary Compensation Table, and target
non-equity incentive opportunity, as set forth in the Grants of Plan-Based Awards Table (as of April 1, 2010),
multiplied by 1.5.
(2) Represents unvested outstanding options that would accelerate and vest on a qualifying termination in
connection with a change of control occurring as of April 1, 2010. This amount is calculated by multiplying
the number of shares underlying each accelerated unvested option by the difference between the per-share
closing price of our common stock on April 1, 2010, which is the last trading day of our fiscal year end, and
the per-share exercise price. All of the unvested options for the NEOs had exercise prices that were above the
closing price of the common stock on April 1, 2010 with the exception of the options granted to them on
December 16, 2008, which have an exercise price of $16.06 per share.
(3) Represents the value of unvested restricted stock or RSUs that would accelerate and vest on a qualifying
termination in connection with a change of control occurring on April 1, 2010. The value was calculated by
multiplying the number of RSUs and shares of restricted stock that would accelerate by the per-share closing
price of our common stock on April 1, 2010.
(4) For purposes of the table, we assumed that all Performance-Based RSUs held by the NEOs would accelerate
and vest on a qualifying termination in connection with a change of control occurring as of April 1, 2010. The
value was calculated by multiplying the number of RSUs and shares of restricted stock that would accelerate
by the per-share closing price of our common stock on April 1, 2010. Upon a change of control, these grants
shall be converted to time-based grants vesting on June 30, 2013, provided these grants may vest earlier upon
certain circumstances in connection with a qualifying termination or change of control.
(5) Includes eighteen months of post-termination health benefits and any accrued paid time off/vacation pay.
EQUITY COMPENSATION PLAN INFORMATION
We have four equity incentive plans (excluding plans assumed or adopted by EA in connection with acquisitions,
as described in the footnotes below) that have been approved by our stockholders and under which our common
stock is or has been authorized for issuance to employees or directors: the 1991 Stock Option Plan, the 1998
Directors’ Stock Option Plan, the 2000 Equity Incentive Plan, and the 2000 Employee Stock Purchase Plan.
We have also granted RSUs and notes payable solely in shares of our common stock to certain employees in
connection with our acquisition of VG Holding Corp. (“VGH”) without stockholder approval in accordance with
applicable NASDAQ listing standards.
50