Electronic Arts 2012 Annual Report Download - page 28

The Annual Award Limit has not been increased, other than by operation of stock splits, since the Equity Plan
was initially approved by stockholders on March 22, 2000. The Annual RSU Limit has not been increased
since the stockholders approved amendments to the Equity Plan on July 29, 2004, expressly authorizing the
issuance of RSUs in addition to awards of stock options and restricted stock. At the time each of these Equity
Plan provisions was approved, it was our practice to grant equity awards to our employees primarily in the
form of stock options. Since fiscal 2010, we have granted equity awards to our employees, including our
executives and named executive officers, primarily in the form of RSUs.
We believe it is important to have the flexibility to set the amount of equity granted to our employees at a level
that takes into consideration current market trends, stock values, the design of our performance-based equity
program and our ability to attract and retain key employees. We also address employee compensation
decisions on a fiscal year, rather than a calendar year, basis. We believe that amending the eligibility
provisions of the Equity Plan to increase the number of shares covered by awards to 2,000,000 per fiscal year
for all persons eligible to receive awards under the Equity Plan and eliminating the Annual RSU Limit will
provide the Executive Compensation and Leadership Committee (the “Committee”), and the Board of
Directors with the necessary flexibility to set the equity component of our employees’ compensation at
appropriate and competitive levels.
New Plan Benefits
The amount and timing of awards under the Equity Plan are determined in the sole discretion of the Committee,
as administrator, or the Board of Directors with respect to awards granted to the Chief Executive Officer, and
cannot be determined in advance. Future awards under the Equity Plan to directors, executive officers and other
employees are discretionary, and therefore not determinable at this time; however, the following awards have
been approved, contingent upon stockholder approval of the proposed increase to the Annual Award Limit and
the elimination of the Annual RSU Limit from the Equity Plan: with respect to Mr. Gibeau, the Committee has
approved an award consisting of 100,000 RSUs vesting as to one-third of the shares on each of May 18,
2013, May 18, 2014, and May 18, 2015 provided Mr. Gibeau remains employed with the Company at each of
these respective dates, and a one-time retention award of 300,000 RSUs that will vest in full on May 18, 2015,
provided Mr. Gibeau remains employed with the Company on that date; with respect to certain other executive
officers, the Committee has also approved one-time retention awards totaling 650,000 RSUs, in the aggregate,
that will vest in full on May 18, 2015, provided the award recipients remain employed with the Company on that
date. The awards listed above will be made following stockholder approval of this proposal at the Annual
Meeting.
Required Vote and Board of Directors’ Recommendation
Approval of this proposal requires the affirmative vote of a majority of the voting shares present at the meeting in
person or by proxy and voting on this proposal.
The Board of Directors recommends a vote FOR the amendments to the 2000 Equity Incentive Plan.
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