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Proxy
Statement
"Stock-Based Compensation and Employee Benefit Plans", to the Consolidated Financial Statements in our Annual Report on Form 10-K
for the fiscal year ended March 31, 2013.
(4)
Represents RSUs with performance-based vesting at the target achievement level. The performance-based RSUs granted to our NEOs in
fiscal 2012 are referred to as "Market-Based Restricted Stock Units" in Note 14, "Stock-Based Compensation and Employee Benefit
Plans", to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. 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 "NASDAQ-100"). The TSR for the Company and the NASDAQ 100 will be measured over a
three-year performance period covering fiscal years 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 NASDAQ-100 at the end of each measurement period as compared to the 90-day
trailing average of the closing stock prices of the 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 performance-based RSUs, the Company's TSR needs
to be at the 60th percentile of the TSR of the NASDAQ-100. In order to vest in 200% of the target number of performance-based RSUs,
the Company's TSR needs to be at or above the 94th percentile of the TSR of the NASDAQ-100.
(5)
Represents RSUs with performance-based vesting at the target achievement level. The performance-based RSUs granted to our NEOs in
fiscal 2013 are referred to as "Market-Based Restricted Stock Units" in Note 14, "Stock-Based Compensation and Employee Benefit
Plans", to the Consolidated Financial Statements in our Annual Report on Form 10-K for the fiscal year ended March 31, 2013. 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 1, 2012 (the "NASDAQ-100"). The TSR for the Company and the NASDAQ 100 will be measured over a
three-year performance period covering fiscal years 2013 through 2015, with one year (fiscal 2013), two year (fiscal 2013 and 2014) and
three year (fiscal 2013, 2014 and 2015) 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 NASDAQ-100 at the end of each measurement period as compared to the 90-day
trailing average of the closing stock prices of the 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 performance-based RSUs, the Company's
TSR needs to be at the 60th percentile of the TSR of the NASDAQ-100. In order to vest in 200% of the target number of performance-
based RSUs, the Company's TSR needs to be at or above the 94th percentile of the TSR of the NASDAQ-100.
(6)
Time-based RSUs with one-third of the units vesting on each of the first three anniversaries of the grant date.
(7)
Time-based RSUs with one-third of the units vesting one month prior to each of the first three anniversaries of the grant date.
(8)
Time-based RSUs with one-half of the units vesting on each of the first two anniversaries of the grant date.
(9)
Time-based RSUs that vest as to 100% of the units on May 18, 2015.
(10)
Time-based RSUs with one-third of the units vesting on May 18, 2013, May 18, 2014, and May 18, 2015.
(11)
Represents RSUs with performance-based vesting at the target achievement level that remain eligible to vest following Mr. Riccitiello's
termination of employment, effective March 29, 2013. Pursuant to the terms of Mr. Riccitiello's Separation Agreement with the Company
dated March 25, 2013, RSUs with performance-based vesting will vest solely to the extent the performance metrics are achieved for the
applicable measurement periods ending on or before June 19, 2014.
(12)
Represents RSUs with time-based vesting that remain eligible to vest following Mr. Riccitiello's termination of employment, effective
March 29, 2013. Pursuant to the terms of Mr. Riccitiello's Separation Agreement with the Company dated March 25, 2013, Mr. Riccitiello
will continue to vest in all time-based RSUs that would vest in accordance with their terms on or before June 19, 2014 had he remained
employed by the Company through such date.
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