ERTS » Topics » EQUITY COMPENSATION PLAN INFORMATION

This excerpt taken from the ERTS DEF 14A filed Jun 12, 2009.

EQUITY COMPENSATION PLAN INFORMATION

We have four equity incentive plans (excluding plans assumed or adopted by EA in connection with acquisitions, as described in the footnotes below) that have been approved by our stockholders and under which our common stock is or has been authorized for issuance to employees or directors: the 1991 Stock Option Plan, the 1998 Directors’ Stock Option Plan, the 2000 Equity Incentive Plan, and the 2000 Employee Stock Purchase Plan.

We have also granted restricted stock units and notes payable solely in shares of our common stock to certain employees in connection with our acquisition of VG Holding Corp. (“VGH”) without stockholder approval in accordance with applicable NASDAQ listing standards.

The following table and related footnotes gives aggregate information regarding grants under all of our equity incentive plans as of the end of fiscal 2009 including the 2000 Equity Incentive and 2000 Employee Stock Purchase Plans.

 

Plan Category(1)

   Number of Securities to
be Issued upon Exercise
of Outstanding Options,
Warrants and Rights
    Weighted-Average
Exercise Price
of Outstanding Options,
Warrants and Rights
    Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column A)
 
     (A)     (B)     (C)  

Equity compensation plans approved by security holders

   40,374,971 (2)(3)   $ 42.23 (4)   14,987,947 (5)

Equity compensation plans not approved by security holders

   2,433,199 (6)          
              

Total

   42,808,170       14,987,947  

 

(1)

The table does not include information for equity incentive plans we assumed in connection with our acquisitions of Maxis in 1997, Criterion Software in 2004, JAMDAT Mobile Inc. in 2006 and VGH in 2008. As of March 28, 2009 a total of: (a) 225,169 shares of common stock were issuable upon exercise of outstanding options issued under the 1995 Maxis stock option plan with a weighted-average exercise price of $27.90, (b) a total of 3,383 shares were issuable upon exercise of outstanding options issued under the Criterion stock option plan with a weighted-average exercise price of $1.61; (c) a total of 5,970 shares were issuable upon exercise of outstanding options issued under the JAMDAT Amended and Restated 2000 Stock Incentive Plan with a weighted-average exercise price of $2.00; (d) a total of 539,135 shares were issuable upon exercise of outstanding options with a weighted-average exercise price of $48.21, and 488 unvested restricted stock units were outstanding under the JAMDAT 2004 Equity Incentive Plan; and (e) a total of 1,026,314 shares were issuable upon exercise of outstanding options with a weighted-average exercise price of $36.38, and 200,294 unvested restricted stock units were outstanding under the VG Holding Corp. 2005 Stock Incentive Plan, as amended. No shares remain available for issuance under the Maxis, Criterion, JAMDAT or VGH plans.

 

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(2)

Includes (a) 1,226,661 shares of common stock issuable upon exercise of outstanding options under our 1991 Stock Option Plan, with a weighted-average exercise price of $21.47; (b) 241,810 shares of common stock issuable upon exercise of outstanding options under the 1998 Directors’ Stock Option Plan with a weighted-average exercise price of $32.80; (c) 31,091,355 shares of common stock issuable upon exercise of outstanding options under the 2000 Equity Incentive Plan, with a weighted-average exercise price of $43.12; and (d) 7,815,145 unvested restricted stock units outstanding under the 2000 Equity Incentive Plan. The 1991 Stock Option Plan and the 1998 Directors’ Stock Option Plan have expired and no further grants may be made under these Plans.

 

(3)

Does not include 117,191 unvested shares of restricted stock outstanding as of March 31, 2009 issued pursuant to the 2000 Equity Incentive Plan.

 

(4)

Restricted stock unit awards and notes payable solely in shares of common stock do not have an exercise price and therefore are not included in the calculation of the weighted-average exercise price.

 

(5)

Includes (a) 11,085,110 shares available for issuance under the 2000 Equity Incentive Plan and (b) 3,902,837 shares available for purchase by our employees under the 2000 Employee Stock Purchase Plan.

 

(6)

Represents restricted stock units and notes payable solely in shares of common stock granted in connection with our acquisition of VGH. As of March 28, 2009, a total of: (a)(i) 519,356 time-based restricted stock units and (ii) 623,472 performance-based restricted stock units were outstanding under the 2007 Electronic Arts VGH Acquisition Inducement Award Plan (the “VGH Inducement Plan”); and (b) 1,290,371 shares of common stock were reserved for issuance pursuant to service-based non-interest bearing notes payable solely in shares of our common stock, which were granted to certain former employees of VGH who became employees of EA following the acquisition (the “Notes”). The restricted stock units granted pursuant to the VGH Inducement Plan and the Notes were granted in connection with our acquisition of VGH without stockholder approval in accordance with applicable NASDAQ listing standards. No further grants will be made under the VGH Inducement Plan and no further Notes will be awarded to the former employees of VGH.

See also Note 13 to the Consolidated Financial Statements included in EA’s Annual Report on Form 10-K for the period ended March 31, 2009 for additional information about these equity awards and related plans.

This excerpt taken from the ERTS DEF 14A filed Jun 17, 2008.
EQUITY COMPENSATION PLAN INFORMATION
 
We have four equity incentive plans (excluding plans assumed or adopted by EA in connection with acquisitions, as described in the footnotes below) that have been approved by our stockholders and under which our common stock is or has been authorized for issuance to employees or directors: the 1991 Stock Option Plan; the 1998 Directors’ Stock Option Plan; the 2000 Equity Incentive Plan; and the 2000 Employee Stock Purchase Plan.
 
In the past, we have granted options to certain individuals (not employees or directors) under our Celebrity and Artist Stock Option Plan. This plan was not approved by our stockholders, has since expired, and no future grants will be made under it. We have also granted restricted stock units and notes payable solely in


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shares of our common stock to certain employees in connection with our acquisition of VG Holding Corp. (“VGH”) without stockholder approval in accordance with applicable NASDAQ listing standards.
 
The following table and related footnotes gives aggregate information regarding grants under all of our equity incentive plans as of the end of fiscal 2008, including the 2000 Equity Incentive and 2000 Employee Stock Purchase Plans, which are proposed to be amended at the 2008 Annual Meeting as described in “Proposals to Be Voted On” above and in Appendices A and B to this proxy statement.
 
                         
            Number of Securities
            Remaining Available for
    Number of Securities to
  Weighted-Average
  Future Issuance Under
    be Issued upon Exercise
  Exercise Price
  Equity Compensation Plans
    of Outstanding Options,
  of Outstanding Options,
  (Excluding Securities
Plan Category(1)
  Warrants and Rights   Warrants and Rights   Reflected in Column A)
    (A)   (B)   (C)
 
Equity compensation plans approved by security holders
    37,776,154 (2)(3)   $ 43.63 (4)     21,031,921 (5)
Equity compensation plans not approved by security holders
    2,780,044 (6)     (4)      
                         
Total
    40,556,198               21,031,921  
 
 
(1) The table does not include information for equity incentive plans we assumed in connection with our acquisitions of Maxis in 1997, Criterion Software in 2004, JAMDAT Mobile Inc. in 2006 and VGH in 2008. As of March 29, 2008, a total of: (a) 246,345 shares of common stock were issuable upon exercise of outstanding options issued under the 1995 Maxis stock option plan, with a weighted average exercise price of $27.77; (b) a total of 5,435 shares were issuable upon exercise of outstanding options issued under the Criterion stock option plan, with a weighted average exercise price of $1.61; (c) a total of 7,852 shares were issuable upon exercise of outstanding options issued under the JAMDAT Amended and Restated 2000 Stock Incentive Plan, with a weighted average exercise price of $2.01; (d) a total of 592,652 shares were issuable upon exercise of outstanding options with a weighted average exercise price of $48.18, and 1,196 unvested restricted stock units were outstanding under the JAMDAT 2004 Equity Incentive Plan; and (e) a total of 1,248,510 shares were issuable upon exercise of outstanding options with a weighted average exercise price of $36.16, and 247,261 unvested restricted stock units were outstanding under the VG Holding Corp. 2005 Stock Incentive Plan, as amended. No shares remain available for issuance under the Maxis, Criterion, JAMDAT or VGH plans.
 
(2) Includes (a) 2,687,551 shares of common stock issuable upon exercise of outstanding options under our 1991 Stock Option Plan, with a weighted average exercise price of $17.32; (b) 315,410 shares of common stock issuable upon exercise of outstanding options under the 1998 Directors’ Stock Option Plan, with a weighted average exercise price of $32.14; (c) 30,973,391 shares of common stock issuable upon exercise of outstanding options under the 2000 Equity Incentive Plan, with a weighted average exercise price of $46.03; and (d) 3,799,802 unvested restricted stock units were outstanding under the 2000 Equity Incentive Plan. The 1991 Stock Option Plan has expired and no further grants may be made under it.
 
(3) Does not include 206,239 unvested shares of restricted stock outstanding as of March 29, 2008 and issued pursuant to the 2000 Equity Incentive Plan.
 
(4) Restricted stock unit awards and notes payable solely in shares of common stock do not have an exercise price and therefore are not included in the calculation of the weighted average exercise price.
 
(5) Includes (a) 17,264,813 shares available for issuance under the 2000 Equity Incentive Plan, (b) 41,379 shares available for issuance under the 1998 Directors’ Plan, which is set to expire in July 2008 and from which we do not intend to make any future grants; and (c) 3,725,729 shares available for purchase by our employees under the 2000 Employee Stock Purchase Plan.
 
(6) Represents restricted stock units and notes payable solely in shares of common stock granted in connection with our acquisition of VGH. As of March 29, 2008, a total of: (a)(i) 529,501 time-based restricted stock units and (ii) 690,639 performance-based restricted stock units were outstanding under the 2007 Electronic Arts VGH Acquisition Inducement Award Plan (the “VGH Inducement Plan”); and (b) 1,559,904 shares of


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common stock were reserved for issuance pursuant to service-based non-interest bearing notes payable solely in shares of our common stock, which were granted to certain former employees of VGH who became employees of EA following the acquisition (the “Notes”). The restricted stock units granted pursuant to the VGH Inducement Plan and the Notes were granted in connection with our acquisition of VGH without stockholder approval in accordance with applicable NASDAQ listing standards. No further grants will be made under the VGH Inducement Plan and no further Notes will be awarded to the former employees of VGH.
 
See also Note 12 to the Consolidated Financial Statements included in EA’s Annual Report on Form 10-K for the period ended March 31, 2008 for additional information about these equity awards and related plans.
 
This excerpt taken from the ERTS DEF 14A filed Jun 20, 2007.
EQUITY COMPENSATION PLAN INFORMATION
 
Common Stock
 
We have five equity incentive plans (excluding plans assumed by EA in acquisitions, as described in footnote 1 below) under which our common stock is or has been authorized for issuance to employees or directors: the 1991 Stock Option Plan; Directors’ Stock Option Plan; 1998 Directors’ Stock Option Plan; 2000 Equity Incentive Plan; and the 2000 Employee Stock Purchase Plan. Each of these plans has been approved by our stockholders.
 
In the past, we have granted options to certain individuals (not employees or directors) under our Celebrity and Artist Stock Option Plan. This plan was not approved by the stockholders, has since expired, and no further grants will be issued under it.
 
The following table gives aggregate information regarding grants under all of our equity incentive plans as of the end of fiscal 2007, including the 2000 Equity Incentive and 2000 Employee Stock Purchase Plans, which are proposed to be amended at the 2007 Annual Meeting as described in “Proposals To Be Voted On” and Appendices A and B.
 
                         
            Number of Securities
            Remaining Available for
    Number of Securities to
  Weighted-Average
  Future Issuance Under
    be Issued upon Exercise
  Exercise Price
  Equity Compensation Plans
    of Outstanding Options,
  of Outstanding Options,
  (Excluding Securities
Plan Category(1)
  Warrants and Rights   Warrants and Rights   Reflected in Column A)
    (A)   (B)   (C)
 
Equity compensation plans approved by security holders(2)
    36,199,736 (3)   $ 40.82 (4)     18,467,081  
Equity compensation plans not approved by security holders(5)
    160,350     $ 10.42       0  
                         
Total
    36,360,086               18,467,081  
 
 
(1) The table does not include information for equity incentive plans we assumed in connection with our acquisitions of Maxis in 1997, Criterion Software in 2004, and JAMDAT Mobile Inc. in February 2006. As of March 31, 2007, a total of: (a) 308,548 shares of common stock were issuable upon exercise of outstanding options issued under the 1995 Maxis stock option plan, with a weighted average exercise price of $26.99; (b) a total of 8,213 shares were issuable upon exercise of outstanding options issued under the Criterion stock option plan, with a weighted average exercise price of $1.61; (c) a total of 18,017 shares were issuable upon exercise of outstanding options issued under the JAMDAT Amended and Restated 2000 Stock Incentive Plan, with a weighted average exercise price of $2.09; and (d) a total of 953,720 shares were issuable upon exercise of outstanding options with a weighted average exercise price of $48.80, and 3,400 unvested restricted stock units were outstanding under the JAMDAT 2004 Equity Incentive Plan. No shares remain available for issuance under the Maxis, Criterion or JAMDAT plans.
 
(2) As of March 31, 2007, a total of: (a) 4,137,707 shares of common stock were issuable upon exercise of outstanding options under the 1991 Stock Option Plan, with a weighted average exercise price of $15.64; (b) a total of 12,000 shares of common stock were issuable upon exercise of outstanding options under the Directors’ Stock Option Plan, with a weighted average exercise price of $8.36; (c) 484,410 shares of


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common stock were issuable upon exercise of outstanding options under the 1998 Directors’ Stock Option Plan, with a weighted average exercise price of $29.09; and (d) 29,782,810 shares of common stock were issuable upon exercise of outstanding options with a weighted average exercise price of $44.53, and 1,782,809 unvested restricted stock units were outstanding under the 2000 Equity Incentive Plan. The 1991 Stock Option Plan and the Directors’ Stock Option Plan have expired and no further grants may be made under them. As of March 31, 2007, 41,379 shares remained available for issuance under the 1998 Directors’ Plan, however, we do not expect to make any future grants under this plan. As of March 31, 2007, 15,307,843 shares remained available for issuance under the 2000 Equity Incentive Plan, and 3,117,859 shares remained available for purchase by our employees under the 2000 Employee Stock Purchase Plan.
 
(3) Does not include 347,623 shares of unvested shares of restricted stock issued pursuant to the 2000 Equity Incentive Plan.
 
(4) Restricted stock unit awards do not have an exercise price and therefore are not included in the calculation of the weighted average exercise price.
 
(5) The Celebrity and Artist Stock Option Plan (“Artist Plan”) was adopted by our Board of Directors in July 1994 and expired in July 2004. The Artist Plan was established as a plan to attract, retain and provide equity incentives to selected artists and celebrities associated with EA and certain employees of companies providing services to EA and in which we hold a minority equity interest. The terms regarding the exercise price of options, vesting, changes in capital structure, assumption of options and acceleration of vesting, and prohibitions on “repricing” under the Artist Plan are substantially similar to the terms of the 2000 Equity Incentive Plan, contained in Appendix A. As of March 31, 2007, a total of 160,350 shares of common stock were issuable upon exercise of outstanding options under the Artist Plan, with a weighted average exercise price of $10.42. No further grants will be made under the Artist Plan.
 
See also Note 12 to the Consolidated Financial Statements included in EA’s Annual Report on Form 10-K for the period ended March 31, 2007 for additional information about these plans.
 
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