TABLE OF CONTENTS
PROCEDURAL MATTERS
PROPOSAL 1ELECTION OF DIRECTORS
PROPOSAL 2APPROVAL OF THE 2008 PLAN
PROPOSAL 3STOCKHOLDER PROPOSALDIVERSITY ON THE BOARD OF DIRECTORS
PROPOSAL 4STOCKHOLDER PROPOSALSTOCKHOLDER ADVISORY VOTE ON EXECUTIVE COMPENSATION
EQUITY COMPENSATION PLAN INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
CORPORATE GOVERNANCE MATTERS
EXECUTIVE OFFICERS AND KEY EMPLOYEES
EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
COMPENSATION COMMITTEE REPORT
AUDIT COMMITTEE REPORT
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
STOCKHOLDER PROPOSALS FOR 2009 ANNUAL MEETING
FINANCIAL AND OTHER INFORMATION
OTHER MATTERS
SECTION:
PAGE:
1.
DEFINITION OF TERMS
2
2.
LICENSE
5
3.
DEVELOPMENT AND DISTRIBUTION OF LICENSED PRODUCTS
4.
ONLINE GAMEPLAY
7
5.
LIMITATIONS ON LICENSES; RESERVATION OF RIGHTS
6.
QUALITY STANDARDS FOR LICENSED PRODUCTS
9
7.
MANUFACTURE OF DISC PRODUCTS
10
8.
MARKETING OF LICENSED PRODUCTS
12
9.
PAYMENTS
13
10.
REPRESENTATIONS AND WARRANTIES
14
11.
INDEMNITIES; LIMITED LIABILITY
16
12.
INFRINGEMENT OF SCE INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES
18
13.
CONFIDENTIALITY
14.
TERM RENEWAL AND TERMINATION
22
15.
EFFECT OF EXPIRATION OR TERMINATION
24
16.
MISCELLANEOUS PROVISIONS
26