Electronic Arts 2013 Annual Report Download - page 73

Proxy Statement
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 Compensation 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 Compensation 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 Compensation 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 Compensation 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 Compensation 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 Compensation 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 Compensation 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 Compensation 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 Compensation 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 performance goals described
under the heading “Performance Factors” below) except the stock is not delivered to the participant unless and
until all restrictions have terminated.
Performance Factors
Performance-based stock options, stock appreciation rights, restricted stock and restricted stock unit awards with
vesting and/or exercisability conditioned on one or more of the following permissible performance factors may
be granted under the Equity Plan, either individually, alternatively, or in any combination, on a GAAP or non-
GAAP basis, to be measured over a specified performance period that may be as short as a quarter or as long as
five years (unless tied to a specific and objective milestone or event), to the extent applicable on an absolute basis
or relative to a pre-established target: (a) profit before tax; (b) revenue (on an absolute basis or adjusted for
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