Electronic Arts 2011 Annual Report Download - page 58

applicable NASDAQ listing standards. No further grants will be made under the VGH Inducement Plan and
no further Notes will be awarded to the former employees of VGH.
(7) The total number of securities to be issued upon exercise of outstanding options, warrants, and rights,
including the total number of securities referenced in footnotes (1) and (3) above, is 28,863,065.
OTHER INFORMATION
RELATED PERSON TRANSACTIONS POLICY
Our Board of Directors has adopted a written Related Person Transactions Policy. The purpose of the policy is to
describe the procedures used to identify, review, approve or ratify and, if necessary, disclose (i) any transaction,
arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which EA
(including any of its subsidiaries) was, is or will be a participant and the amount involved exceeds $120,000, and
in which any “related person” had, has or will have a direct or indirect interest, or (ii) any transaction for which
EA’s Global Code of Conduct would require approval of the Board of Directors. For purposes of the policy, a
“related person” is (a) any person who is, or at any time since the beginning of EA’s last fiscal year was, a
director or executive officer of EA or a nominee to become a director of EA, (b) any person who is known to be
the beneficial owner of more than 5 percent of any class of EA’s voting securities, (c) any immediate family
member or person sharing the household (other than a tenant or employee) of any of the foregoing persons, and
(d) any firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or
principal or in a similar position or in which such person has a 10 percent or greater beneficial ownership
interest.
Once a potential related person transaction has been identified, the Audit Committee (if the transaction involves
an executive officer of the Company) or the Nominating and Governance Committee (if the transaction involves
a director of EA) will review the transaction at the next scheduled meeting of such committee. In those instances
in which it is not practicable or desirable to wait until the next scheduled committee meeting, the chairperson of
the applicable committee shall consider the matter and report back to the relevant committee at the next
scheduled meeting.
In determining whether to approve or ratify a related person transaction, the Audit Committee or Nominating and
Governance Committee (or the relevant chairperson of such committee) shall consider all of the relevant facts
and circumstances available. No member of the Audit Committee or Nominating and Governance Committee
shall participate in any review, consideration or approval of any related person transaction with respect to which
such member or any of his or her immediate family members is the related person. The Audit Committee and
Nominating and Governance Committee (or the relevant chairperson) shall approve only those related person
transactions that are in, or are not inconsistent with, the best interests of EA and its stockholders, as determined
in good faith.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
We enter into indemnification agreements with each of the members of our Board of Directors at the time they
join the Board to indemnify them to the extent permitted by law against any and all liabilities, costs, expenses,
amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any judicial,
administrative or investigative proceeding in which the directors are sued or charged as a result of their service as
members of our Board of Directors.
VGH Acquisition
Prior to becoming Chief Executive Officer of Electronic Arts, John S. Riccitiello was a Co-Founder and
Managing Partner of Elevation Partners, L.P., and also served as Chief Executive Officer of VGH, which we
acquired in January 2008. At the time of the acquisition, Mr. Riccitiello held an indirect financial interest in
VGH resulting from his interest in the entity that controlled Elevation Partners, L.P. and his interest in a limited
partner of Elevation Partners, L.P., a significant stockholder of VGH. As a result of the acquisition,
Mr. Riccitiello’s financial returns related to these interests, including returns of deemed capital contributions,
were $2.4 million through May 2008 (some of which is subject to return depending on the performance of the
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