background image
"related person" is (a) any person who is, or at any time since the beginning of EA's last fiscal year was, a
director or executive officer of EA or a nominee to become a director of EA, (b) any person who is known to be
the beneficial owner of more than 5% of any class of EA's voting securities, (c) any immediate family member
or person sharing the household (other than a tenant or employee) of any of the foregoing persons, and (d) any
firm, corporation or other entity in which any of the foregoing persons is employed or is a partner or principal or
in a similar position or in which such person has a 10% or greater beneficial ownership interest.
Once a potential related person transaction has been identified, the Audit Committee (if the transaction involves
an executive officer of the Company) or the Nominating and Governance Committee (if the transaction involves
a director of EA) will review the transaction at the next scheduled meeting of such committee. In those instances
in which it is not practicable or desirable to wait until the next scheduled committee meeting, the chairperson of
the applicable committee shall consider the matter and report back to the relevant committee at the next
scheduled meeting.
In determining whether to approve or ratify a related person transaction, the Audit Committee or Nominating and
Governance Committee (or the relevant chairperson of such committee) shall consider all of the relevant facts
and circumstances available. No member of the Audit Committee or Nominating and Governance Committee
shall participate in any review, consideration or approval of any related person transaction with respect to which
such member or any of his or her immediate family members is the related person. The Audit Committee and
Nominating and Governance Committee (or the relevant chairperson) shall approve only those related person
transactions that are in, or are not inconsistent with, the best interests of EA and its stockholders, as determined
in good faith.
We enter into indemnification agreements with each of the members of our Board of Directors at the time they
join the Board of Directors to indemnify them to the extent permitted by law against any and all liabilities, costs,
expenses, amounts paid in settlement and damages incurred by the directors as a result of any lawsuit, or any
judicial, administrative or investigative proceeding in which the directors are sued or charged as a result of their
service as members of our Board of Directors.
Scott Probst
Scott Probst, the son of our Executive Chairman, has been employed by the Company since 2003, most recently
as a games producer. In fiscal 2013, Scott Probst received total compensation including base salary, annual
performance bonus, and equity awards appropriate for his position that exceeded $120,000. The Compensation
Committee, on behalf of the Nominating and Governance Committee, reviews the compensation decisions
involving Scott Probst in accordance with our Related Person Transactions policy.
Other Relationships
In addition, we have engaged, and expect to continue to engage, in what we consider to be arm's length
commercial dealings with Google Inc. Mr. Huber is a Senior Vice President at Google, working on projects in the
Google X division. Our commercial arrangements with Google include: providing mobile game applications in
the Android Market, offering casual games in the Chrome Web Store, as well as on iGoogle and Google +, and
using AdWords and DoubleClick for a variety of advertising services. To date, these transactions have not been
material to us or to Google. We do not believe that Mr. Huber has a material direct or indirect interest in any of
our commercial dealings with Google, and therefore do not consider these dealings to be "related person
transactions" within the meaning of applicable SEC rules. Our Board of Directors considered our dealings with
Google in reaching its determination that Mr. Huber is an independent director.
From April 1, 2012 (the beginning of fiscal 2013) through March 31, 2013 (the end of fiscal 2013), the
Compensation Committee consisted of Ms. Srere (until Ms. Srere's retirement from the Board on July 26, 2012),
Mr. Hoag, Mr. Paul (effective June 15, 2012) and Ms. Laybourne (until Ms. Laybourne's retirement from the Board
on September 26, 2012). None of these individuals is an employee or current or former officer of EA. No EA officer