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Administration
The Equity Plan is administered by our 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 has the authority to construe and interpret the Equity Plan, grant awards and make all
other determinations necessary or advisable for the administration of the Equity Plan. The members of the
Compensation Committee receive no compensation for administering the Equity Plan other than their
compensation for being Board of Directors and Committee members. The Company bears all expenses in
connection with administration of the Equity Plan and has agreed to indemnify members of the Compensation
Committee in connection with their administration of the Equity Plan. The Compensation Committee may
delegate to one or more officers of the Company the authority to grant Awards under the Equity Plan to
participants who are not executive officers of the Company.
Stock Options
Stock options granted under the Equity Plan may be either incentive stock options or nonqualified stock options.
The exercise period of stock options is determined by the Compensation Committee but, in no event, may stock
options be exercisable more than ten years from the date they are granted. The Equity Plan provides the
Compensation Committee with the ability, at its discretion, to grant performance-based options subject to the
achievement of one or more of the performance factors described under the heading "Performance Factors"
below.
Exercise Price
The Compensation Committee determines the exercise price of each option granted under the Equity Plan. The
option exercise price for each incentive and nonqualified stock option share must be no less than 100% of the
"fair market value" (as defined in the Equity Plan) of a share of common stock at the time the stock option is
granted. In the case of an incentive stock option granted to a stockholder that owns more than 10% of the total
combined voting power of all classes of stock of EA or any parent or subsidiary of EA (a "Ten Percent
Stockholder"), the exercise price for each such incentive stock option must be no less than 110% of the fair
market value of a share of common stock at the time the incentive stock option is granted.
The exercise price of options and purchase price of shares granted under the Equity Plan may be paid as
approved by the Compensation Committee at the time of grant: (a) in cash (by check); (b) by cancellation of
indebtedness of the Company to the award holder; (c) by surrender of shares that either: (1) have been owned by
the award holder for more than six (6) months and have been paid for within the meaning of SEC Rule 144; or
(2) were obtained by the award holder in the public market; (d) by waiver of compensation due or accrued for
services rendered; (e) with respect only to purchases upon exercise of an option, and provided that a public
market for the Company's stock exists: (1) subject to applicable laws, by a "same-day sale" commitment from
the optionee and a National Association of Securities Dealers, Inc. ("NASD") broker; or (2) by a "margin"
commitment from the optionee and an NASD broker; (f) by withholding from the shares to be issued upon
exercise of an award that number of shares having a fair market value equal to the minimum amount required to
satisfy the exercise price or purchase price; (g) by any combination of the foregoing; or (h) such other
consideration and method of payment for issuance of shares to the extent permitted by applicable laws.
No Repricings or Exchanges of Awards Without Stockholder Approval
The Compensation Committee may, at any time or from time to time, authorize the Company, with the consent
of the affected Equity Plan participants, to issue new awards in exchange for the surrender and cancellation of
any or all outstanding awards; provided, however, that no such exchange program may, without the approval of
the Company's stockholders, allow for the cancellation of an outstanding option or stock appreciation right in
exchange for a new option or stock appreciation right having a lower exercise price. The Compensation
Committee may also, subject to approval by the Company's stockholders, at any time buy a previously granted
award with payment in cash, shares (including restricted stock) or other consideration, based on such terms and
conditions as the Committee and the Participant may agree.
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