Electronic Arts 2016 Annual Report Download - page 75

APPENDIX C
GENERAL DESCRIPTION OF THE 2000 EQUITY INCENTIVE PLAN
As Proposed to be Amended by the Stockholders on July 28, 2016
History
The Company’s 2000 Equity Incentive Plan (the “EIP”) was adopted by our Board of Directors on January 27,
2000 and initially approved by our stockholders on March 22, 2000. The EIP has been amended several times
since it was initially adopted and was last amended by our stockholders on July 31, 2013. The following
summary describes the material terms of the EIP reflecting all prior amendments, as well as the amendments
proposed to be adopted by the Company’s stockholders at the Annual Meeting. The following general description
is qualified in its entirety by reference to the text of the EIP, as proposed to be amended, as filed by the Company
with the SEC on June 10, 2016. Unless otherwise indicated, capitalized terms used in this Appendix C shall have
the meanings set forth in the text of the EIP.
Material Terms of the EIP
Purpose The purpose of the EIP is to provide incentives to attract, retain and motivate eligible
person whose present and potential contributions are important to the success of the
Company and any of its Parent and Subsidiaries (as applicable) by offering them an
opportunity to participate in the Company’s future performance through the grant of
Awards under the EIP.
Term Unless earlier terminated in accordance with the EIP, the EIP will continue in effect
twenty (20) years from the original adoption date, or July 27, 2020.
Governing Law The EIP and all award agreements thereunder are governed by the laws of the State
of California.
Administration The EIP is administered by the Compensation Committee or by the Board of
Directors acting as the Compensation Committee. All of the members of the
Compensation Committee are “non-employee” and “independent directors” under
applicable federal securities laws and NASDAQ listing requirements, and “outside
directors” as defined under applicable federal tax laws.
The Compensation Committee’s authority includes but is not limited to the authority
to (a) construe and interpret the EIP, any award agreement or any other document
executed in connection with the EIP; (b) prescribe, amend and rescind rules and
regulations related to the EIP or any Award; (c) select persons eligible to receive
Awards; (d) determine the form and term of Awards; (e) determine the number of
shares or other consideration subject to Awards; (f) grant waivers of the EIP or
Award conditions subject to the terms of the EIP; (g) determine vesting,
exercisability and payment of Awards; and (h) make all other determinations
necessary or advisable for the administration of the EIP.
Eligibility ISOs may only be granted to employees. All other Awards may be granted to
employees or Outside Directors. Approximately 8,500 individuals are eligible to
participate in the EIP.
Awards Awards granted under the EIP may be Options, SARs, Restricted Stock Awards,
Restricted Stock Units or other forms of Awards authorized by the EIP, in the
Compensation Committee’s discretion. Awards may be granted singly or in
combination with other Awards.
Shares Shares of Company common stock issuable under the EIP may come from authorized
but unissued shares, treasury shares, shares purchased on the open market or any
combination of the foregoing.
Share Limits If the amendment is approved by the stockholders, the maximum number of Shares
available to be granted under the EIP will be 151,765,000. Shares subject to
previously granted Awards will go back into the share pool and be available for
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