Electronic Arts 2013 Annual Report Download - page 58

closing stock prices of the NASDAQ-100 for the first 90 days of the measurement period. The actual number of shares that vest will be
determined by the Compensation Committee based on the relative TSR for each measurement period and will range from zero to 200% of
the target amount. In order to vest in 100% of the target number of performance-based RSUs, the Company’s TSR needs to be at the 60th
percentile of the TSR of the NASDAQ-100. Upon vesting, each restricted stock unit automatically converts into one share of EA common
stock. The RSUs are not entitled to receive dividends, if any, paid by EA on its common stock.
(4) Represents awards of RSUs with time-based vesting granted under our 2000 Equity Incentive Plan. Upon vesting, each restricted stock
unit automatically converts into one share of EA common stock. The RSUs are not entitled to receive dividends, if any, paid by EA on its
common stock.
(5) The exercise price of all stock options was 100% of the fair market value on the date of grant (based on the closing price of our common
stock on the NASDAQ Stock Market on the date of grant).
(6) For grants of RSUs with time-based vesting, represents the aggregate grant date fair value of RSUs calculated using the closing price of
our common stock on the date of grant. For grants of RSUs with performance-based vesting, represents the aggregate grant date fair value
of the award based on the probable outcome of the performance condition on the date of grant. For stock options, represents incremental
fair value of stock options modified in fiscal 2013. Grant date fair value is determined for financial statement reporting purposes and the
amounts shown do not reflect actual value realized by the recipient. For a more detailed discussion of the valuation methodology and
assumptions used to calculate fair value, see Note 14, “Stock-Based Compensation and Employee Benefit Plans”, to the Consolidated
Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. For additional information regarding
the specific terms of the RSUs with performance-based vesting granted to our NEOs in fiscal 2013, see the discussion of “Performance-
Based RSU Program” in the “Compensation Discussion and Analysis” above.
(7) RSUs vest as to one-fourth 12 months from the grant date, then vest as to an additional one-fourth 24 months from the grant date, an
additional one- fourth 36 months from the grant date and the remaining one-fourth 48 months from the grant date.
(8) RSUs vest as to one-third of the units on May 18, 2013, May 18, 2014, and May 18, 2015.
(9) RSUs vest as to 100% of the shares granted on May 18, 2015.
(10) RSUs vest as to one-third of the units 11 months from the grant date, then vest as to an additional one-third 23 months from the grant date
and the remaining one-third 35 months from the grant date.
(11) Mr. Riccitiello resigned effective March 29, 2013, and this RSU award with performance-based vesting was cancelled in entirety on that
date. For additional details regarding the specific terms of this award granted to Mr. Riccitiello in fiscal 2013, see the discussion of
“Supplemental CEO Performance-Based RSU Award” in the “Compensation Discussion and Analysis” above.
(12) Represents stock options granted to Mr. Riccitiello in fiscal 2010 under our 2000 Equity Incentive Plan that were unvested at the time of
his termination of employment. The vesting terms of these stock options were modified pursuant to the terms of the Separation Agreement
with Mr. Riccitiello dated March 25, 2013 to allow for continued vesting through November 30, 2013.
(13) Represents the incremental fair value of the modification to the stock option vesting terms described in footnote 12 above. For additional
information about the modification of the vesting terms of Mr. Riccitiello’s stock options, see “ Individual NEO Compensation” in the
“Compensation Discussion and Analysis” above.
(14) Represents the aggregate number of RSUs with time-based vesting granted to Mr. Riccitiello in fiscal 2011, 2012 and 2013 that were
unvested at the time of his termination of employment and scheduled to vest before June 19, 2014. The vesting terms of these RSUs were
modified pursuant to the terms of the Separation Agreement with Mr. Riccitiello to allow for continued vesting through June 19, 2014. As
a result of the modification to the vesting terms, 41,667 RSUs are expected to vest on May 16, 2013, 108,333 RSUs are expected to vest
on May 18, 2013, 41,667 RSUs are expected to vest on May 16, 2014, and 41,667 RSUs are expected to vest on May 18, 2014, for an
aggregate total of 233,334 RSUs that otherwise would have cancelled upon termination of employment.
(15) Represents the incremental fair value of the modification to the RSUs with time-based vesting described in footnote 14 above. For
additional information about the modification of the vesting terms of Mr. Riccitiello’s RSUs, see “Individual NEO Compensation” in the
“Compensation Discussion and Analysis” above.
(16) Represents the aggregate number of RSUs with performance-based vesting granted to Mr. Riccitiello in fiscal 2012 and 2013 that were
unvested at the time of his termination of employment and subject to one or more performance measurement periods ending prior to
June 19, 2014. The vesting terms of these RSUs were modified pursuant to the terms of the Separation Agreement with Mr. Riccitiello to
allow for continued vesting through June 19, 2014, solely to the extent the performance metrics are achieved for the applicable
measurement periods. The actual vesting of the performance-based RSUs modified pursuant to the terms of the Separation Agreement will
be between zero and 200% of the target number of RSUs. For additional information about the vesting terms of Mr. Riccitiello’s RSUs
with performance-based vesting, see “Individual NEO Compensation” in the “Compensation Discussion and Analysis” above.
(17) Represents the incremental fair value of the modification to the RSUs with performance-based vesting described in footnote 16 above. For
additional information about the modification of the vesting terms of Mr. Riccitiello’s RSUs with performance-based vesting, see
“Individual NEO Compensation” in the “Compensation Discussion and Analysis” above.
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