Electronic Arts 2011 Annual Report Download - page 46

Any severance arrangements with our executive officers, including our NEOs, whether paid pursuant to the
Severance Plan or otherwise, require the prior approval of the Committee. In the event of a change of control of
the Company, the cash severance payment payable under the Severance Plan may be reduced, in whole or in part,
by any amount paid under the Electronic Arts Inc. Key Employee Continuity Plan.
POLICIES AND PRACTICES
Stock Ownership Requirements
We maintain stock ownership requirements for all of our executive officers who are subject to Section 16 of the
Securities Exchange Act of 1934. These ownership requirements range from one to six times an individual’s
annual base salary depending on his or her level within the Company. In some cases, these requirements are
phased in on the basis of the executive officer’s tenure.
The Committee monitors these stock ownership requirements to ensure they continue to align the interests of our
executive officers with those of our stockholders. As of March 31, 2011, each of our executive officers, including
each of our NEOs, had either met his or her then-applicable stock ownership requirement or had not yet reached
the date on which he or she is required to meet his or her ownership requirement.
We do not have a separate requirement that Section 16 officers hold shares of the Company’s common stock for
a specific period of time after an option exercise or vesting of RSUs.
Stock Trading and Anti-Hedging Policies
We maintain a policy designed to promote compliance by all of our employees with both federal and state insider
trading laws. Under this policy, certain employees (including all of our executive officers) who regularly have
access to material, non-public information about the Company are prohibited from buying or selling shares of the
Company’s common stock during periods when the Company’s trading window is closed (unless such
transactions are made pursuant to a pre-approved Exchange Act Rule 10b5-1 trading plan). When the trading
window is open, these employees are prohibited from buying or selling shares of the Company’s common stock
while in possession of material, non-public information about the Company. During an open trading window,
employees who are subject to the trading policy and are at the level of Vice President and above must request a
trading clearance from our General Counsel prior to engaging in a trading transaction (unless such transaction is
made pursuant to a pre-approved Exchange Act Rule 10b5-1 trading plan). In addition, our Directors, executive
officers, and other employees may not engage in short sales of shares of the Company’s common stock under any
circumstances, including trading in puts and calls that increase in value from a decline in the trading price of our
stock.
Equity Awards Grant Practices
Equity awards granted to executive officers during fiscal 2011were approved by the Committee in advance of the
grant date and were made on the 16th of the month in which they were granted (or on the next NASDAQ trading
day thereafter if the 16th of the month fell on a Saturday, Sunday, or holiday), with the exception of the equity
award granted to Mr. Riccitiello on May 18, 2010, which was approved by the Board. The Committee has
delegated authority for determining and approving equity grants for senior executives (other than executive
officers), vice presidents and other non-executive employees, with pre-defined size limits and vesting schedules,
to a committee consisting of our CEO and EVP of Human Resources, who reports on their activities to the
Committee on at least an annual basis.
Compensation Recovery
In July 2009, the Committee adopted a compensation recovery provision to be included in all equity award
agreements on a prospective basis. If an employee engages in fraud or other misconduct that contributes to an
obligation to restate the Company’s financial statements, this provision allows the Committee to terminate the
equity award and recapture any equity award proceeds received by the employee within the 12-month period
following the public issuance or filing of the financial statements required to be restated.
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