Electronic Arts 2012 Annual Report Download - page 70

the recipient’s award would be reduced to an amount that would not cause the Section 280G excise tax to apply.
Notwithstanding the foregoing, if the recipient would receive a greater net after-tax benefit by having the
Section 280G excise tax apply, the reduction described in the previous sentence would not be made.
The following table sets forth potential payments under the CoC Plan and the terms of the Fiscal 2009
Performance-based RSUs and Fiscal 2012 Performance-based RSUs, as described above, to our NEOs (other
than Mr. Brown) upon termination of employment without “cause” or resignation for “good reason” occurring
during the two-month period before or the 12-month period after a change of control of the Company. For
purposes of the table below, we have assumed a termination date of March 30, 2012, the last trading day of our
fiscal year and have excluded Mr. Brown who resigned effective February 17, 2012, and was not employed by
the Company on the last day of fiscal 2012. The closing market price of our common stock on March 30, 2012
was $16.485 per share.
Name
Cash
Award
($)(1)
Stock
Options
($)(2)
Restricted
Units
(time-based)
($)(3)
Restricted Stock
Units
(performance-based)
($)(4)
Other
($)(5)
Total
($)
John S. Riccitiello ............ 3,270,000 — 6,385,201 4,615,800 101,008 14,372,009
Kenneth A. Barker ............ 686,310 — 1,779,572 824,250 61,125 3,351,257
Frank D. Gibeau .............. 1,882,500 — 6,365,287 3,115,665 85,121 11,448,573
Peter R. Moore ............... 1,855,001 — 4,964,062 2,746,401 74,425 9,639,889
Rajat Taneja ................. 1,134,375 — 4,533,375 — 29,669 5,697,419
(1) Represents the sum of each NEO’s annual base salary as of March 30, 2012, and each NEO’s target
non-equity incentive opportunity for fiscal 2012, as set forth in the “Summary Compensation” table and the
“Grants of Plan-Based Awards” table, multiplied by 1.5 with respect to Messrs. Riccitiello, Gibeau, Moore,
and Taneja and multiplied by 1.0 with respect to Mr. Barker.
(2) Represents unvested outstanding options that would accelerate and vest on a qualifying termination in
connection with a change of control occurring as of March 30, 2012. This amount is calculated by multiplying
the number of shares underlying each accelerated unvested option by the difference between the per-share
closing price of our common stock on March 30, 2012, which is the last trading day of our fiscal year end, and
the per-share exercise price. All of the unvested options for Mr. Riccitiello had exercise prices that were above
the closing price of the common stock on March 30, 2012.
(3) Represents the value of unvested time-based RSUs that would accelerate and vest on a qualifying termination
of employment in connection with a change of control occurring on March 31, 2012. The value was calculated
by multiplying the number of time-based RSUs that would accelerate by the per-share closing price of our
common stock on March 30, 2012.
(4) Represents the value of unvested performance-based RSUs that would accelerate and vest on a qualifying
termination of employment in connection with a change of control occurring on March 30, 2012. For purposes
of the table, we assumed that: (1) the Fiscal 2009 Performance-based RSUs granted to Messrs. Riccitiello,
Barker, Gibeau and Moore would accelerate and vest in full on a qualifying termination in connection with a
change of control occurring as of March 30, 2012; and (2) the Fiscal 2012 Performance-based RSUs granted
to Messrs Riccitiello, Gibeau and Moore would accelerate and vest as to 64% of the target number of RSUs,
based on the relative TSR percentile ranking of the Company as compared to that of the benchmark
NASDAQ-100 Companies, as of March 30, 2012. The value of the performance-based RSUs was calculated
by multiplying the number of RSUs that would accelerate by the per-share closing price of our common stock
on March 30, 2012.
(5) Includes eighteen months of post-termination health benefits and any accrued paid time off with respect to
Messrs. Riccitiello, Gibeau, Moore, and Taneja; and twelve months of post-termination health benefits and
any accrued paid time off with respect to Mr. Barker.
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