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ERTS > SEC Filings for ERTS > Form 8-K on 6-Nov-2008All Recent SEC Filings

Show all filings for ELECTRONIC ARTS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ELECTRONIC ARTS INC.


6-Nov-2008

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On November 5, 2008, Geraldine B. Laybourne, Founder and former Chairman and Chief Executive Officer of Oxygen Media, was appointed to the Board of Directors (the "Board") of Electronic Arts Inc. (the "Company") as an independent director. The authorized size of the Board has been increased from eight to nine directors. In connection with her appointment to the Board, Ms. Laybourne has also been appointed to the Compensation Committee of the Board, replacing Richard A. Simonson. Mr. Simonson will no longer serve on the Compensation Committee but will remain a member of the Audit Committee of the Board.

Ms. Laybourne shall receive an annual retainer as a non-employee director of $50,000 and an additional $7,500 per year for her service on the Compensation Committee. The Company's non-employee directors may elect to receive all or part of their cash compensation in the form of the Company's common stock. In addition, Ms. Laybourne has been granted an option grant to purchase 17,500 shares of the Company's common stock and 2,500 restricted stock units issued under the Company's 2000 Equity Incentive Plan. The exercise price of the stock options will be the closing price of the Company's common stock on November 5, 2008, the effective date of Ms. Laybourne's appointment. The stock options are exercisable as to 2% of the underlying shares on the original grant date, and the remaining will continue to vest in additional 2% increments on the first calendar day of each month thereafter so long as Ms. Laybourne continues as a director. The restricted stock units will vest in 25% increments annually over four years from the original grant date.

Ms. Laybourne has entered into the Company's standard form of Indemnity Agreement, which provides for indemnification of a director to the maximum extent allowed by Delaware law.

A press release announcing Ms. Laybourne's appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

Exhibit No.       Description

   99.1           Press release dated November 6, 2008, relating to Electronic Arts
                  Inc.'s Board of Directors.


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