before taxes, and net earnings); (e) operating income; (f) operating margin; (g) operating profit; (h) controllable
operating profit, or net operating profit; (i) net profit; (j) gross margin; (k) operating expenses or operating
expenses as a percentage of revenue; (l) net income; (m) diluted earnings per share; (n) total stockholder return;
(o) market share; (p) return on assets or net assets; (q) the Company's stock price; (r) growth in stockholder value
relative to a pre-determined index; (s) return on equity; (t) return on invested capital; (u) cash flow (including
free cash flow or operating cash flows); (v) cash conversion cycle; (w) economic value added; (x) individual
confidential business objectives; (y) contract awards or backlog; (z) overhead or other expense reduction; (aa)
credit rating; (bb) strategic plan development and implementation; (cc) succession plan development and
implementation; (dd) improvement in workforce diversity; (ee) customer indicators; (ff) new product invention
or innovation; (gg) attainment of research and development milestones; (hh) improvements in productivity; or
(ii) attainment of objective operating goals and employee metrics.
as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable
adjustments (based on objective standards) to the performance factors to preserve the Committee's original intent
regarding the performance factors at the time of the initial award grant.
liquidation of EA, the sale of substantially all of its assets or any other similar corporate transaction, the
successor corporation may assume, replace or substitute equivalent awards in exchange for those granted under
the Equity Plan or provide substantially similar consideration, shares or other property as was provided to our
stockholders (after taking into account the provisions of the awards). In the event that the successor corporation
does not assume, replace or substitute awards, such awards will accelerate and all options will become
exercisable in full prior to the consummation of the transaction at the time and upon the conditions as the
Compensation Committee determines. Any awards not exercised prior to the consummation of the transaction
upon the optionee's death. Nonqualified stock options, stock appreciation rights, restricted stock, and restricted
stock unit awards are subject to similar restrictions on transfer unless otherwise determined by the Compensation
Committee and except that nonqualified stock options may be transferred to family members and trusts or
foundations controlled by, or primarily benefiting, family members of the optionee.
THE UNITED STATES FEDERAL INCOME TAX CONSEQUENCES TO THE COMPANY AND
PARTICIPANTS UNDER THE EQUITY PLAN. THE FEDERAL TAX LAWS MAY CHANGE AND THE
FEDERAL, STATE AND LOCAL TAX CONSEQUENCES FOR ANY PARTICIPANT WILL DEPEND
UPON HIS OR HER INDIVIDUAL CIRCUMSTANCES. IN ADDITION, THE INTERNAL REVENUE
SERVICE COULD, AT ANY TIME, TAKE A POSITION CONTRARY TO THE INFORMATION
DESCRIBED IN THE FOLLOWING SUMMARY. ANY TAX EFFECTS THAT ACCRUE TO NON-U.S.
PARTICIPANTS AS A RESULT OF PARTICIPATING IN THE EQUITY PLAN ARE GOVERNED BY THE
TAX LAWS OF THE COUNTRIES IN WHICH SUCH PARTICIPANT RESIDES OR IS OTHERWISE
SUBJECT. EACH PARTICIPANT IS ENCOURAGED TO SEEK THE ADVICE OF A QUALIFIED TAX
ADVISOR REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE EQUITY PLAN.