benefit by having his or her CoC Plan payments reduced to an amount that would avoid the imposition of the
Section 280G excise tax, his or her payment will be reduced accordingly.
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.
2009 or fiscal 2010, depending upon eligibility at the time of grant, based on the terms of the performance-based
RSU program approved in May 2008 (the "Fiscal 2009 Performance-Based RSUs"). The Fiscal 2009 Performance-
Based RSUs may be earned based upon the Company's achievement of one of three progressively higher adjusted
non-GAAP net income targets (as measured on a trailing-four-quarter basis). These targets range from
approximately two to three times the Company's non-GAAP net income for fiscal 2008 and can be earned though
the performance period ending on June 30, 2013. Pursuant to the terms of the Fiscal 2009 Performance-Based
RSUs, and subject to the timely execution of a severance agreement and release, in the event of a change of control
of the Company prior to the expiration of the performance period, all of the unvested Fiscal 2009 Performance-
Based RSUs will be automatically converted into time-based RSUs, which will vest on June 30, 2013, subject to
two exceptions. If the recipient's employment is terminated without "cause" by the Company or if the recipient
resigns for "good reason" (as such terms are defined in the grant agreement), within one year of the change of
control event, the recipient's Fiscal 2009 Performance-Based RSUs will vest upon the date of termination of
employment and if, during the two months immediately preceding a change of control, the recipient's employment
is terminated by the Company without "cause", and such termination is made in connection with the change of
control, as determined by the Committee in its sole discretion, then the recipient's Fiscal 2009 Performance-Based
RSUs will vest on the date of the change of control event. To the extent that the acceleration of the Fiscal 2009
Performance-Based RSUs, when taken together with other arrangements offered by EA or its affiliates, would cause
a recipient of the Fiscal 2009 Performance-Based RSUs 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.
Riccitiello, Gibeau, Söderlund, and Wilson were each granted performance-based RSUs in June 2012 (referred to
collectively as the "Fiscal 2012 and 2013 Performance-Based RSUs"). The Fiscal 2012 and 2013 Performance-
Based RSUs 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 Fiscal 2012 and 2013 Performance-Based RSUs, 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 Fiscal 2012
and 2013 Performance-Based RSUs 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 Fiscal 2012 and 2013 Performance-Based
RSUs, when taken together with other arrangements offered by EA or its affiliates, would cause a recipient of the
Fiscal 2012 and 2013 Performance-Based RSUs 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.