Electronic Arts 2016 Annual Report Download - page 71

APPENDIX B
GENERAL DESCRIPTION OF THE EXECUTIVE BONUS PLAN
As Proposed to be Amended by the Stockholders on July 28, 2016
History
The Executive Bonus Plan was adopted by the Board of Directors on May 16, 2012 with an effective date of
April 1, 2012 subject to stockholder approval, which was obtained on July 26, 2012. The following summary
describes the material terms of the Executive Bonus Plan reflecting all prior amendments, as well as the
amendments proposed to be adopted by the Company’s stockholders at the Annual Meeting. The following
general description is qualified in its entirety by reference to the text of the Executive Bonus Plan, as proposed to
be amended, as filed by the Company with the SEC on June 10, 2016. Unless otherwise indicated, capitalized
terms used in this Appendix B shall have the meanings set forth in the text of the Executive Bonus Plan.
Material Terms of the Executive Bonus Plan
Purpose The purpose of the Executive Bonus Plan is to provide eligible employees with
incentive compensation based upon the level of achievement of financial, business
and other performance criteria. It is intended that bonuses awarded under the
Executive Bonus Plan to covered employees will qualify as “performance-based
compensation” within the meaning of Section 162(m) of the Code.
Plan Term If the amendment is approved by stockholders, the Executive Bonus Plan will
continue until the earlier of (a) a termination by the Compensation Committee; (b)
the date any stockholder approval requirements for purposes of Section 162(m) of the
Code cease to be met or (c) five (5) years after the date of the stockholder’s approval
(July 28, 2021).
Governing Law The Executive Bonus Plan is governed by the laws of the State of Delaware.
Administration The Executive Bonus Plan is administered by the Compensation Committee. The
Compensation Committee shall be responsible for the general administration and
interpretation of the Executive Bonus Plan, including but not limited to the
determination of the manner and time of payment of any bonuses, determination of
the target Performance Goals, eligible employees, Performance Period, Bonus Target
and applicable bonus formula. The Compensation Committee, in its sole discretion
and on such terms and conditions as it may provide, may delegate all or part of its
authority and powers to one or more directors and/or officers of the Company;
provided, however, that the Compensation Committee may not delegate its authority
and/or powers with respect to awards that are intended to qualify as performance-
based compensation under Section 162(m) of the Code.
Eligibility Eligible participants in the Executive Bonus Plan are senior executives of the
Company or of an affiliate who are chosen solely at the discretion of the
Compensation Committee. If a change in status that results in a Participant being
ineligible to participate mid-Performance Period, he or she may receive a pro-rated
bonus in the sole discretion of the Compensation Committee. Approximately 12
individuals are currently eligible to participate in the Executive Bonus Plan.
Bonus Bonus is a cash payment made pursuant to the Executive Bonus Plan with respect to
a particular Performance Period. If the amendment is approved by the stockholders, a
Bonus shall not be greater than an amount equal to three hundred percent (300%) of
the Bonus Target.
Bonus Target Bonus Target is the amount that may be paid if one hundred percent (100%) of all the
applicable Performance Measures are achieved at target in the Performance Period. The
Bonus Target shall be equal to a fixed percentage of the Participant’s base salary for
such Performance Period. If the amendment is approved by the stockholders, such fixed
percentage shall not exceed two hundred percent (200%) of a Participant’s base pay.
B-1
Proxy Statement