Electronic Arts 2014 Annual Report Download - page 60

As a condition to each executive employee’s right to receive the payments and benefits provided under the CoC
Plan, the executive is required to execute a waiver of claims against the Company and will be bound by the terms
of a non-solicitation agreement prohibiting the executive for a one-year period following his or her termination of
employment from soliciting employees to leave the Company.
Performance-Based RSUs
Messrs. Gibeau, Moore and Söderlund were each granted PRSUs in June 2011. Messrs. Wilson, Gibeau, Moore,
and Söderlund, were each granted PRSUs in June 2012. All of our NEOs, except Mr. Probst were granted PRSUs
in June 2013. The PRSUs may be earned based upon the relative total shareholder return (“TSR”) percentile
ranking of the Company as measured over a three year performance period with one, two, and three year TSR
measurement periods. Pursuant to the terms of the PRSUs, and subject to the timely execution of a severance
agreement and release, in the event of a change of control of EA prior to the expiration of the three-year
performance period, the Committee shall certify the relative TSR percentile ranking of the Company as of the
effective date of the change of control and that relative TSR percentile ranking will be applied to determine the
number of shares that vest on each remaining vest date in the performance period. The vesting of the PRSUs may
be accelerated to the earlier of: (a) the date on which, during the time period beginning on the effective date of
the change of control and ending on the first anniversary of the effective date of the change of control, the
recipient’s employment is terminated without cause by EA or is terminated for good reason by the recipient; or
(b) as of the effective date of the change of control if, during the two months immediately preceding the effective
date of the change of control, the recipient’s employment is terminated by EA without cause, and such
termination is made in connection with the change of control, as determined by the Committee in its sole
discretion. To the extent that the acceleration of the PRSUs, when taken together with other arrangements offered
by EA or its affiliates, would cause a recipient of the PRSUs to owe an excise tax under Section 280G, 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 PRSUs, as described
above, to our NEOs (upon termination of employment without “cause” or for “good reason”) in connection with
a change of control of the Company. For purposes of the table below, we have assumed a termination date of
March 28, 2014, the last business day of fiscal 2014. The closing price of our common stock on March 28, 2014
was $28.53.
Name
Cash
Severance
Award
($)(1)
Stock
Options
($)(2)
Restricted Stock
Units
(time-based)
($)(3)
Restricted Stock
Units
(performance-based)
($)(4)
Other
($)(5)
Total
($)
Lawrence F. Probst III .... 772,500 — 285,300 — 51,897 1,109,697
Andrew Wilson ......... 2,404,688 2,280,000 10,936,519 5,385,038 184,627 21,190,872
Blake J. Jorgensen ....... 2,005,001 — 12,553,200 2,577,686 56,055 17,191,942
Frank D. Gibeau ......... 2,171,250 — 14,265,029 7,959,870 75,933 24,472,082
Peter Moore ............ 1,945,001 — 3,899,110 5,495,334 89,628 11,429,073
Patrick Söderlund ........ 1,771,400 — 10,698,750 5,969,903 77,750 18,517,803
(1) Represents the sum of each NEO’s annual base salary as of March 28, 2014 and target non-equity incentive
opportunity for fiscal 2014, as set forth in the “Fiscal 2014 Summary Compensation Table” and the “Fiscal
2014 Grants of Plan-Based Awards Table”, respectively, multiplied by 1.5 with respect to Messrs. Probst,
Wilson, Jorgensen, Gibeau, Moore and Söderlund.
(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 28, 2014.
(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 28, 2014 as calculated by
multiplying the number of time-based RSUs that would accelerate by the per-share closing price of our
common stock on March 28, 2014.
(4) Represents the value of unvested PRSUs that would accelerate and vest on a qualifying termination of
employment in connection with a change of control occurring on March 28, 2014. For purposes of the table,
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