Electronic Arts 2012 Annual Report Download - page 30

it deems necessary or desirable for the proper administration of the Executive Bonus Plan. All determinations of
the Committee that are not inconsistent with the Executive Bonus Plan will be final and binding on all persons.
Establishment of Bonuses
Each performance period, the Committee will select the individuals to participate in the Executive Bonus Plan,
assign each participant a maximum award level and establish the performance goal or goals that must be
achieved before an award actually will be paid to the participant. Bonuses are payable in cash.
Performance Goals
Under the Executive Bonus Plan, participants will be eligible to receive cash awards based upon the attainment
and certification of certain performance goals established by the Committee over the applicable performance
period. The performance goals that may be selected by the Committee include either individually, alternatively or
in any combination, applied to the Company as a whole or any business unit or subsidiary, either individually,
alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on
an absolute basis or relative to a pre-established target, in each case as specified by the Committee: profit before
tax; revenue (on an absolute basis or adjusted for currency effects); net revenue; earnings (which may include
earnings before interest and taxes, earnings before taxes and net earnings); operating income; operating margin;
operating profit; controllable operating profit, or net operating profit; net profit; gross margin; operating expenses
or operating expenses as a percentage of revenue; net income; earning per share; total stockholder return; market
share; return on assets or net assets; the company’s stock price; growth in stockholder value relative to a
pre-determined index; return on equity; return on invested capital; cash flow (including free cash flow or
operating cash flows); cash conversion cycle; economic value added; contract awards or backlog; overhead or
other expense reduction; credit rating; strategic plan development and implementation; improvement in
workforce diversity; customer indicators; new product invention or innovation; attainment of research and
development milestones; improvements in productivity; attainment of objective operating goals and employee
metrics.
The performance goals may be measured either on an absolute basis or relative to a pre-established target, to a
previous period’s results, or to a designated comparison group and may differ for each participant. For example,
the Committee may appropriately adjust any evaluation of performance under a performance goal to exclude any
of the following events that occurs during a performance period: the effects of currency fluctuations; any or all
adjustments that are reflected in the calculation of non-GAAP earnings as presented in any Electronic Arts press
release or Form 8-K filing relating to an earnings announcement; asset write-downs; litigation or claim
judgments or settlements; the effect of changes in tax law, accounting principles or other such laws or provisions
affecting reported results; accruals for reorganization and restructuring programs; and any other extraordinary or
non-operational items. Additionally, the Committee may decide to ignore the effect of mergers or acquisitions in
their evaluation of performance goals.
The Committee will establish the performance goals with respect to each participant in writing not later than
90 days after the commencement of the period of service to which the performance goals relate, provided that the
outcome of the performance goals is substantially uncertain at the time of their establishment. A performance
period shall generally be a fiscal year, but may also be any such other period of time as determined in the sole
and absolute discretion of the Committee.
Determination of Bonuses
As soon as practicable after the end of each performance period, the Committee will certify in writing the extent
to which the pre-established performance goals actually were achieved and the amount of the bonus to be paid.
The Committee reserves the discretion to reduce or eliminate any actual award under the Bonus Plan. The
payment of a cash bonus under the Executive Bonus Plan requires that the participant be actively employed when
the bonus is paid. The Committee, however, may make exceptions to the general rule that a participant must be
actively employed when a cash bonus is payable in the case of death or disability, or in the event of a change in
control. Additionally, if a participant incurs a change in status that results in him or her being ineligible to
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