Electronic Arts 2012 Annual Report Download - page 31

Proxy Statement
participate in this Plan during a performance period, he or she may receive a pro-rated bonus (as determined at
the end of the performance period to which such bonus relates). The method in which a bonus is pro-rated is
determined in the sole discretion of the Committee.
Payment of Bonuses
All awards will be paid in cash as soon as practicable after the Committee has certified that the applicable
performance goals have been achieved, determined the bonus amounts, and authorized the payment of the
corresponding bonuses, but in no event later than 2
1
⁄ 2 months after the end of the calendar year in which the
applicable performance period ends. Receipt of a bonus may be deferred, however, to the extent a participant has
made a timely election to defer payment and pursuant to the terms and conditions of the Electronic Arts Inc.
Deferred Compensation Plan or any successor plan and in compliance with Section 409A of the Code.
Maximum Award
The maximum bonus payment that any participant may receive under the Executive Bonus Plan for any
performance period is 300% of their base salary for such period, but in no event will a participant’s bonus under
the Executive Bonus Plan exceed $5,000,000 during any fiscal year.
Term of Executive Bonus Plan
The Executive Bonus Plan shall first apply in fiscal 2013. The Executive Bonus Plan shall terminate with respect
to fiscal 2013 and all subsequent years unless it is approved at the 2012 Annual Meeting. Once approved by our
stockholders, the Executive Bonus Plan shall continue until the earlier of (i) the date as of which the Committee
terminates the Executive Bonus Plan, (ii) the date any stockholder approval requirement under Section 162(m) of
the Code ceases to be met, or (iii) the date that is five years after the 2012 Annual Meeting.
Amendment and Termination
The Committee may amend, modify, suspend or terminate the Executive Bonus Plan, in whole or in part, at any
time and in any respect, including the adoption of amendments deemed necessary or desirable to correct any
defect or supply omitted data or to reconcile any inconsistency in the Executive Bonus Plan or in any award
granted thereunder. However, in no event may any such amendment, modification, suspension or termination
result in an increase in the amount of compensation payable pursuant to any award under the Executive Bonus
Plan or cause compensation that is, or may become, payable under the Executive Bonus Plan to fail to qualify as
deductible “performance-based compensation” within the meaning of Section 162(m) of the Code. To the extent
required by applicable law, amendments to the Executive Bonus Plan are subject to stockholder approval.
Federal Income Tax Consequences
Under present federal income tax law, an Executive Bonus Plan participant will be taxed at ordinary income rates
on the cash bonus in the year in which such cash is received. If a participant elects to defer all or a portion of the
bonus, the participant may be entitled to defer the recognition of income. However, bonus deferrals are subject to
applicable required withholdings, and Electronic Arts will withhold such amounts from the amount of the bonus
deferral. Generally, and subject to the provisions of Section 162(m) of the Code, Electronic Arts will receive a
federal income tax deduction corresponding to the amount of income recognized by the 162(m) Bonus Plan
participants.
New Plan Benefits: Bonuses to be Paid to Certain Individuals and Groups
Awards under the Executive Bonus Plan are determined based on actual future performance. The maximum
bonus payment that any participant may receive under the Executive Bonus Plan for any performance period is
300% of their base salary for such period, but in no event will a participant’s bonus under the Executive Bonus
Plan exceed $5,000,000 during any fiscal year. For fiscal 2012, we paid bonuses to certain of our named
executive officers pursuant to the terms of the Executive Bonus Plan, as approved by the stockholders on July 26,
2007. See “Compensation Programs and Plans” in the “Compensation Discussion and Analysis” and the “Fiscal
2012 Summary Compensation” table below for a description of bonuses paid to our named executive officers in
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