Electronic Arts 2011 Annual Report Download - page 55

Proxy Statement
POTENTIAL PAYMENTS UPON CHANGE OF CONTROL
Electronic Arts Key Employee Continuity Plan
All employees at the level of Vice President and above are eligible to participate in the Electronic Arts Inc. Key
Employee Continuity Plan (the “CoC Plan”). The CoC Plan is a “double-trigger” plan which provides eligible
employees, including our NEOs, with certain payments and benefits if their employment is terminated without
“cause” or if they resign for “good reason” during the 12-month period following a change of control of the
Company or if their employment is terminated without “cause” during the two-month period preceding a change
of control of the Company. Eligible employees are not entitled to any payments or benefits in the event they
voluntarily resign or are terminated for “cause.” The CoC Plan payments and benefits include:
• a cash severance payment based on a multiple of base salary and target bonus or annual incentive
opportunity;
• continued health benefits for a period ranging from six to 18 months, depending on the executive
employee’s position with the Company; and
• full and immediate vesting of all outstanding and unvested equity awards (other than certain portions of
performance-based awards, which may be subject to acceleration depending on the specific terms of such
awards).
The cash severance payment that our CEO, Company-level Presidents and executive vice presidents are entitled
to receive upon a qualifying termination of employment is equal to 150 percent of the sum of that executive
officer’s annual base salary and target bonus opportunity. Health benefits for these same positions may continue
for up to 18 months.
The CoC Plan does not provide for any additional payments or benefits (for example, tax gross-ups or
reimbursements) in the event that the payments under the CoC Plan and other arrangements offered by the
Company or its affiliates cause an executive officer to owe an excise tax under Section 280G of the Internal
Revenue Code. However, the CoC Plan provides that, if an executive officer would receive a greater net after-tax
benefit by having his or her CoC Plan payments reduced to an amount that would avoid the imposition of the
Section 280G excise tax, his or her payment will be reduced accordingly.
As a condition to each executive employee’s right to receive the payments and benefits provided under the CoC
Plan, the executive is required to execute a waiver of claims against the Company and will be bound by the terms
of a non-solicitation agreement prohibiting the executive, for a one-year period following his or her termination
of employment, from soliciting our employees to leave the Company.
The following table sets forth potential payments under the CoC Plan and the terms of our Performance-Based
RSU agreements to our NEOs upon termination of employment without “cause” or resignation for “good reason”
occurring during the two-month period before or the 12-month period after a change of control of the Company.
For purposes of the table below, we have assumed a termination date of April 1, 2011, the last trading day of our
fiscal year. The closing market price of our common stock on April 1, 2011 was $19.73 per share.
Name
Cash
Award
($)(1)
Stock
Options
($)(2)
Restricted
Units
(time-based)
($)(3)
Restricted Stock
Units
(performance-based)
($)(4)
Other
($)(5)
Total
($)
John S. Riccitiello ........... 3,000,000 75,838 9,036,340 3,946,000 104,293 16,162,471
Eric F. Brown ............... 1,687,500 183,500 4,310,354 1,973,000 76,365 8,230,719
Frank D. Gibeau ............. 1,773,557 367,000 4,541,195 2,466,250 51,246 9,199,248
Peter Moore ................ 1,783,173 229,375 5,009,782 2,466,250 81,690 9,570,270
John C. Schappert(6) .......... — — — — — —
(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, 2011),
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, 2011. This amount is calculated by multiplying
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