Electronic Arts 2012 Annual Report Download - page 81

surrender and cancellation of any or all outstanding awards; provided, however, that no such exchange program
may, without the approval of the Company’s stockholders, allow for the cancellation of an outstanding option or
stock appreciation right in exchange for a new option or stock appreciation right having a lower exercise price.
The Executive Compensation and Leadership Committee may also, subject to approval by the Company’s
stockholders, at any time buy a previously granted award with payment in cash, shares (including restricted
stock) or other consideration, based on such terms and conditions as the Committee and the Participant may
agree.
Outside Directors
Equity granted to non-employee directors is determined at the discretion of the Board of Directors.
In the event of our dissolution or liquidation or a “change of control” transaction, options granted to our
non-employee directors under the Equity Plan will become 100% vested and exercisable in full.
In addition, our non-employee directors may elect to receive all or a portion of their cash compensation in shares
of common stock. Directors making this election are entitled to receive shares having a value equal to 110% of
the amount of the cash compensation foregone.
Stock Appreciation Rights
The Executive Compensation and Leadership Committee, or a committee to which it has delegated the
appropriate authority, may grant stock appreciation rights (a “SAR” or “SARs”) as stand-alone awards or in
addition to, or in tandem with, other awards under the Equity Plan under such terms, conditions and restrictions
as the Executive Compensation and Leadership Committee, or a committee to which it has delegated the
appropriate authority, may determine; provided, however, that no SAR will be exercisable after the expiration of
ten (10) years from the date the SAR is granted. A SAR is an award which provides the holder with the right to
receive the appreciation in value of a set number of shares of company stock or cash over a set period of time. A
SAR is similar to an option in that the holder benefits from any increases in stock price above the exercise price
set forth in the award agreement. However, unlike an option, the holder is not required to pay an exercise price to
exercise a SAR, but simply receives the net amount of the increase in stock price in the form of cash or stock.
The exercise price for a SAR must be no less than 100% of the “fair market value” (as defined in the Equity
Plan) of a share of common stock at the time the SAR is granted. In addition, the Executive Compensation and
Leadership Committee, or a committee to which it has delegated the appropriate authority, may, at its discretion,
subject SARs to the achievement of one or more of the performance factors described under the heading
“Performance Factors” below.
Restricted Stock Awards
The Executive Compensation and Leadership Committee may grant restricted stock awards either in addition to,
or in tandem with, other awards under the Equity Plan under such terms, conditions and restrictions as the
Executive Compensation and Leadership Committee may determine. A restricted stock award is an offer by
Electronic Arts to award shares of common stock that are subject to restrictions established by the Executive
Compensation and Leadership Committee. These restrictions may be based upon completion by the award holder
of a specified number of years of service or by the attainment of one or more of the performance factors
described under the heading “Performance Factors” below. The purchase price, if any, for each such award is
determined by the Executive Compensation and Leadership Committee at the time of grant. In the case of an
award to a Ten Percent Stockholder, the purchase price must be 100% of fair market value. The purchase price, if
any, may be paid for in any of the forms of consideration listed in items under “Exercise Price” above, as are
approved by the Executive Compensation and Leadership Committee at the time of grant.
Restricted Stock Units
Restricted stock unit awards may be granted under the Equity Plan, either in addition to, or in tandem with, other
awards under the Equity Plan under such terms, conditions and restrictions as the Executive Compensation and
Leadership Committee, or a committee to which it has delegated the appropriate authority, may determine. A
restricted stock unit award is similar to a restricted stock award (and may be awarded subject to any or all of the
B-3
Proxy Statement