Electronic Arts 2015 Annual Report Download - page 43

Proxy Statement
We also maintain an ERISA-regulated severance plan (the “Severance Plan”) that applies generally to all of our
U.S.-based employees. Under the Severance Plan, eligible employees may receive a cash severance payment and
premiums for continued health benefits, if such benefits are continued pursuant to COBRA. Any severance
arrangements with our NEOs, whether paid pursuant to the Severance Plan or otherwise, require the prior
approval of the Compensation Committee. In the event of a change of control of the Company, the cash
severance payment payable under the Severance Plan may be reduced, in whole or in part, by any amount paid
under the CoC Plan.
Stock Ownership Requirements
We maintain stock ownership requirements for all of our Section 16 officers. Our Section 16 officers who hold
the title of senior vice president must maintain stock ownership equal to at least 1x their base salary. The stock
ownership multiple increases to 2x base salary for Section 16 officers who are executive vice presidents and 5x
base salary for our CEO. We test the share ownership requirement on an annual basis and any Section 16 officer
not in compliance with these guidelines must hold 50% of any net after-tax shares vesting from equity awards
until the applicable requirement is met.
As of March 31, 2015, each of our executive officers, had either met his or her then-applicable stock ownership
requirement or had not yet reached the date on which he or she is required to meet his or her ownership
requirement.
Insider Trading, Anti-Hedging and Anti-Pledging Policies
We maintain an insider trading policy designed to promote compliance by all of our employees and directors
with both federal and state insider trading laws. In addition, our insider trading policy prohibits our directors,
executive officers and other employees from engaging in any hedging transaction or short sale of our stock or
trading in any derivatives of our stock; our directors and Section 16 officers also are prohibited from pledging
our stock as collateral for any loan.
Compensation Recovery
Our equity award agreements contain a provision providing that if an employee engages in fraud or other
misconduct that contributes to an obligation to restate the Company’s financial statements, the Compensation
Committee may terminate the equity award and recapture any equity award proceeds received by the employee
within the 12-month period following the public issuance or filing of the financial statements required to be
restated.
Tax Deductibility and Compensation Expense
When making compensation decisions for our NEOs, the Committee considers if the compensation arrangements
are tax deductible under Section 162(m) of the Internal Revenue Code. However, tax deductibility is not the
primary factor in determining appropriate levels or modes of compensation. Since corporate objectives may not
always be consistent with the requirements for tax deductibility, we may, if consistent with our compensation
philosophy, enter into compensation arrangements under which payments are not fully deductible under
Section 162(m).
Risk Considerations
The Compensation Committee considers, in establishing and reviewing our compensation program, whether the
program encourages unnecessary or excessive risk taking and has concluded that it does not. See the section of
this Proxy Statement entitled “Oversight of Risk Issues” above for an additional discussion of risk
considerations.
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