Electronic Arts 2011 Annual Report Download - page 63

Proxy Statement
APPENDIX A
GENERAL DESCRIPTION OF THE 2000 EQUITY INCENTIVE PLAN
History
The Company’s 2000 Equity Incentive Plan (the “Equity Plan”) was adopted by our Board of Directors on
January 27, 2000 and initially approved by our stockholders on March 22, 2000. The Equity Plan has been
amended several times since it was initially adopted. The following general description of the Equity Plan
reflects all prior amendments, as well as the amendment proposed to be adopted by the Company’s stockholders
at the 2011 Annual Meeting. The following general description is qualified in its entirety by reference to the text
of the Equity Plan, as proposed to be amended, as filed by the Company with the SEC on or about June 10, 2011.
Unless otherwise indicated, capitalized terms used in this Appendix A shall have the meanings set forth in the
text of the Equity Plan.
Shares Subject to the Equity Plan
The stock subject to issuance under the Equity Plan consists of shares of the Company’s authorized but unissued
common stock. The Equity Plan, as amended to date, authorizes the issuance of up to 104,685,000 shares of
common stock pursuant to awards of stock options, stock appreciation rights, restricted stock and restricted stock
units. As proposed to be amended, the number of shares authorized for issuance under the Equity Plan would be
increased to 114,685,000. In addition, shares are again available for grant and issuance under the Equity Plan that
(a) were subject to an option granted under the Equity Plan that terminated, to the extent then unexercised,
(b) were subject to a restricted stock or restricted stock unit award under the Equity Plan that is subsequently
forfeited or repurchased by us at the original issue price, if any, or (c) are subject to an award of restricted stock
or restricted stock units under the Equity Plan that otherwise terminates without shares being issued. The
following types of shares are not available for future grant or issuance as awards under the Equity Plan:
(x) shares that are not issued or delivered as a result of the net settlement of a stock option or stock appreciation
right; (y) shares that are used to pay the exercise price or withholding taxes related to an award granted under the
Equity Plan; and (z) shares that are repurchased by us with the proceeds of a stock option exercise.
The number of shares issuable under the Equity Plan, and under outstanding options and other awards, is subject
to proportional adjustment to reflect stock splits, stock dividends and other similar events.
Share Usage
Shares covered by an Award shall be counted as used as of the Grant Date. Any shares that are subject to Awards
of Options or stock appreciation rights, granted on or after July 31, 2008, shall be counted against the aggregate
number of shares reserved under the Equity Plan as one (1) share for every one (1) share subject to an Award of
Options or stock appreciation rights. Any shares that are subject to Awards other than Options or stock
appreciation rights, granted (a) on or after July 31, 2008 but prior to July 29, 2009, shall be counted against the
aggregate number of shares reserved under the Equity Plan as 1.82 shares for every one (1) share granted; and
(b) on or after July 29, 2009, shall be counted against the aggregate number of shares reserved under the Equity
Plan as 1.43 shares for every one (1) share granted.
Eligibility
The Equity Plan provides for the issuance of incentive stock options, nonqualified stock options, stock
appreciation rights, restricted stock and restricted stock units. The Equity Plan provides that employees
(including officers and directors who are also employees) of EA or any parent or subsidiary of EA may receive
incentive stock options under the Equity Plan. Nonqualified stock options, stock appreciation rights, restricted
stock, and restricted stock units may be granted to employees and directors of EA or any parent or subsidiary of
EA. As of May 20, 2011, approximately 7,500 persons were in the class of persons eligible to participate in the
Equity Plan. No person is eligible to receive more than 1,400,000 shares of common stock (of which no more
than 400,000 shares may be covered by awards of restricted stock) in any calendar year, other than new
employees who will be eligible to receive up to 2,800,000 shares of common stock (of which no more than
800,000 shares may be covered by awards of restricted stock) in the calendar year in which they commence
employment. No awards of stock appreciation rights have been made to date under the Equity Plan. A participant
may hold more than one award granted under the Equity Plan.
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