Electronic Arts 2014 Annual Report Download - page 58

(3) Represents RSUs with performance-based vesting at the target achievement level. The PRSUs granted to our NEOs in fiscal 2014 are
referred to as “Market-Based Restricted Stock Units” in Note 15 “Stock-Based Compensation and Employee Benefit Plans”, to the
Consolidated Financial Statements in our 2014 Annual Report. The number of RSUs that vest will be based on EA’s total stockholder
return (“TSR”) relative to the performance of those companies in the NASDAQ-100 Index on March 31, 2013, (the “Fiscal 2014
NASDAQ-100”). The TSR for the Company and the Fiscal 2014 NASDAQ 100 will be measured over a three-year performance period
covering fiscal 2014 through 2016, with one year (fiscal 2014), two year (fiscal 2014 and 2015) and three year (fiscal 2014, 2015 and
2016) TSR measurement periods. The TSR for each measurement period will be calculated using a 90-day trailing average of the closing
stock prices of the Fiscal 2014 NASDAQ-100 at the end of each measurement period as compared to the 90-day trailing average of the
closing stock prices of the Fiscal 2014 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 PRSUs, the Company’s TSR needs to be at the 60th
percentile of the TSR of the Fiscal 2014 NASDAQ-100 and the Company’s TSR must be positive. If the Company’s TSR is negative
during a measurement period, the maximum number of shares that can be earned during that measurement period will be capped at 100%
of the target number of PRSUs regardless of the actual TSR percentile ranking. In order to vest in 200% of the target number of PRSUs,
the Company’s TSR needs to be at or above the 94th percentile of the TSR of the Fiscal 2014 NASDAQ-100. If less than the target
number of shares are earned during the fiscal 2014 or the fiscal 2014 through fiscal 2015 measurement periods, up to the target number of
shares from those periods can be earned based on the Company’s improved cumulative TSR Percentile versus the companies in the Fiscal
2014 NASDAQ-100 in a subsequent measurement period, (i.e. fiscal 2014 through fiscal 2015 or fiscal 2014 through fiscal 2016).
(4) Time-based RSUs with one-third of the units vesting one month prior to each of the first three anniversaries of the grant date.
(5) Time-based RSUs that vest as to 100% of the units on May 18, 2015.
(6) Time-based RSUs with one-fourth of the units vesting on each of the first four anniversaries of the grant date.
(7) Time-based RSUs that vest as to 100% of the units on February 18, 2017.
(8) Represents RSUs with performance-based vesting at the target achievement level. The PRSUs granted to our NEOs in fiscal 2012 are
referred to as “Market-Based Restricted Stock Units” in Note 15 “Stock-Based Compensation and Employee Benefit Plans”, to the
Consolidated Financial Statements in our 2014 Annual Report. The number of RSUs that vest will be based on EA’s total stockholder
return (“TSR”) relative to the performance of those companies in the NASDAQ-100 Index on April 3, 2011 (the “Fiscal 2012 NASDAQ-
100”). The TSR for the Company and the Fiscal 2012 NASDAQ 100 will be measured over a three-year performance period covering
fiscal 2012 through 2014, with one year (fiscal 2012), two year (fiscal 2012 and 2013) and three year (fiscal 2012, 2013 and 2014) TSR
measurement periods. The TSR for each measurement period will be calculated using a 90-day trailing average of the closing stock prices
of the Fiscal 2012 NASDAQ-100 at the end of each measurement period as compared to the 90-day trailing average of the closing stock
prices of the Fiscal 2012 NASDAQ-100 at the beginning 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 PRSUs, the Company’s TSR needs to be at the 60th percentile of the
TSR of the Fiscal 2012 NASDAQ-100. In order to vest in 200% of the target number of PRSUs, the Company’s TSR needs to be at or
above the 94th percentile of the TSR of the Fiscal 2012 NASDAQ-100.
(9) Time-based RSUs with one-third of the units vesting on May 18, 2013, May 18, 2014, and May 18, 2015.
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