Employment Agreement

Severance Agreement

Employment Agreement- Wilson

 

 

February 12, 2007

John Riccitiello

Dear John:

On behalf of the Board of Directors of Electronic Arts Inc. (“Electronic Arts” or “EA”), I am pleased to offer you the position of Chief Executive Officer of Electronic Arts commencing on April 2, 2007 at a base salary of $62,500 per month [or $750,000 annualized], minus applicable deductions. As CEO, you will report directly to the Board of Directors. You will be appointed to the Board of Directors effective April 2, 2007.

You will also be eligible to participate in our discretionary bonus program. This discretionary bonus is typically determined by our Board of Directors at the end of our fiscal year. As the commencement of your employment with EA coincides with the beginning of EA’s fiscal year ending March 31, 2008 (“Fiscal 2008”), you will first be eligible to participate in this bonus program during Fiscal 2008. Your discretionary bonus target will be 100% of your base salary. To receive payment of your bonus you must be employed by Electronic Arts at the time any bonuses are paid.

The Compensation Committee of the Board of Directors has approved the grant of non-qualified stock options to purchase a total of 850,000 shares of Common Stock of Electronic Arts under our 2000 Equity Incentive Plan, to vest as follows:

 

 

 

An option to purchase 300,000 shares that will vest as to 24% of these shares on April 1, 2008 and will then vest in additional 2% increments on the first calendar day of each month thereafter for the following 38 months;

 

 

 

An option to purchase 275,000 shares that will vest as to 100% of these shares on April 1, 2010; and

 

 

 

An option to purchase 275,000 shares that will vest as to 100% of these shares on April 1, 2012.

These options will be priced and granted at the close of market on the second trading day following public release of EA’s annual financial results for its fiscal year ending March 31, 2007. We currently expect this earnings release to occur on May 1, 2007, though this date is subject to change.

For your information, I have enclosed several documents that will provide an introduction to life at EA, including an overview of our benefits programs and EA’s Global Code of Conduct. Other EA policies and procedures are on EA's intranet and will be reviewed with you at orientation. As an officer and member of the Board of Directors of EA, you will be covered by the insurance policies applicable to directors and officers in effect from time to time and will be indemnified against certain liabilities and expenses in accordance with EA’s standard indemnity agreement for officers and directors. If you have any questions about this offer or about your eligibility to participate in or to be covered by any of the described benefits, please call me.

 


John Riccitiello

February 12, 2007

Page 2

In the course of your work, you will have access to proprietary materials and concepts. Our offer is contingent on your signing Electronic Arts’ New Hire/Proprietary Information Agreement. Two copies are enclosed for signature (please keep one for your own records).

This offer letter contains the entire understanding between you and Electronic Arts as to the terms of your offer of employment and specifically supersedes (i) all previous discussions you may have had with anyone at Electronic Arts regarding those terms and (ii) any previous written offers you may have received.

Should you accept this offer, please plan on attending the Get in the Game Orientation to be held on your first Monday at 9:00 a.m. Please complete and bring the forms in the attached package.

This offer of employment is made contingent upon your providing Electronic Arts with proof that you have the legal right to work in the United States. This will be handled as part of your orientation process.

In addition, EA will conduct a background check pursuant to a written notice you will receive under separate cover, and this offer of employment is contingent upon the results of such check being acceptable to EA.

This offer of employment is valid through Wednesday, February 21st, and if not accepted by then, we will assume that you have declined the offer. If you accept this offer, please sign below and return both pages of the original offer letter to me in the enclosed envelope, and we can begin your orientation to EA. Please keep a copy for yourself.

Please join our team and help us be the place where GREAT people create and deliver GREAT games.

If you have any questions regarding this offer, please feel free to contact me.

Sincerely,

 

 

/s/ Lawrence F. Probst, III

Lawrence F. Probst, III

Chairman & Chief Executive Officer

Electronic Arts

Enclosures

 

 

 

 

 

 

Accepted by candidate:

 

 

  

Date:

 

 

 

/s/ John Riccitiello

 

 

  

February 21, 2007

John Riccitiello

 

 

  

 

cc: Gary Kusin

      Gabrielle Toledano, for distribution to Personnel File

 

 

 

 

 

 

 

EX-10.17 2 ea20130331ex1017.htm SEPARATION AGREEMENT DATED AS OF MARCH 25, 2013 BETWEEN EA AND JOHN RICCITIELLO

 

Exhibit 10.17

    

 

Electronic Arts Inc.

209 Redwood Shores Parkway

Redwood City, CA 94065

 

March 22, 2013

 

 

John S. Riccitiello

 

Re:

Separation Agreement

 

Dear John:

 

This letter confirms the agreement (this “Agreement”) between you and Electronic Arts Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a release of claims.

1.Separation Date: Friday, March 29, 2013 will be your last day of employment with the Company (the “Separation Date”). You hereby resign, effective as of the close of business on that date, your positions as an officer and a director of the Company, as an officer and a director of each subsidiary of the Company where you serve as such, and as a trustee or fiduciary of each Company benefit plan where you serve as such.

2.Acknowledgment of Payment of Wages: By your signature below, you acknowledge that on the Separation Date, the Company will provide you with a final paycheck for all wages, salary, reimbursable expenses, accrued vacation and any similar payments due you from the Company as of the Separation Date. You will also remain eligible to receive any payments to which you may be entitled pursuant to the Company's Deferred Compensation Plan, as amended, and/or the Company's 401(k) plan, pursuant to the terms of such plans. By signing below, you acknowledge that the Company does not owe you any other amounts except as expressly set forth herein.

3.Separation Compensation: In exchange for your agreement to the waiver of claims set forth in paragraph 8 below and compliance with all of the terms of this Agreement, including but not limited to paragraphs 4, 5, 6, 7, 8, 9 and 11, the Company agrees to:

(a)pay you two hundred percent (200%) of your current base salary, less applicable state and federal payroll deductions, in equal installments for a period of twenty‑four (24) months after the Separation Date in accordance with the Company's standard payroll practices, commencing within fourteen (14) days following the Effective Date (as defined in paragraph 19 below);

(b)pay you a lump-sum payment of $28,839.60, which may be used for continued health benefits for you and your dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, with such lump sum payment payable within ten (10) days following the Effective Date; and

 


 

 

(c)with respect to your outstanding equity grants:

(i)continue the vesting of all time‑based stock options previously granted to you by the Company until November 30, 2013 as if you remained employed by the Company through such date (each of your stock options and the vesting thereof provided by this subparagraph (i) are set forth on Exhibit A hereto). On or after the Effective Date, each of your vested stock options, including such options that vest pursuant to this subparagraph (c), may be exercised at any time until the later of (A) February 28, 2014 or (B) the date provided in the applicable stock option agreement, but in no event later than ten (10) years following the date on which each such stock option was granted; to the extent that a stock option is intended to qualify as an incentive stock option pursuant to Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) it will cease to do so to the extent required by law; and

(ii)all time‑based restricted stock units (“RSU”) that would vest in accordance with their terms on or before June 19, 2014 had you remained employed by the Company will continue to vest as though you remained employed by the Company through such date (each of your time‑based RSUs and the vesting thereof provided by this subparagraph (ii) are set forth on Exhibit Ahereto). All performance‑based RSUs that are based on the Company's Total Shareholder Return (“TSR”) relative to the performance of each of the companies in the NASDAQ‑100 Index (or other performance criteria) at the end of applicable performance periods that end on or before June 19, 2014 as set forth in the relevant RSU grant agreements will vest as of the applicable vesting dates set forth in the relevant RSU grant agreements, solely to the extent that the performance periods end on or before June 19, 2014 and the applicable TSR performance metrics for such RSUs for such performance periods are satisfied (each of your performance‑based RSUs and the potential vesting thereof provided by this subparagraph (ii) are set forth on Exhibit A hereto). Such RSUs will be settled within thirty (30) days following the date upon which the above requirements are satisfied date. Any such performance‑based RSUs for which the applicable TSR performance metrics are not satisfied shall be forfeited to the Company. The Company will not exercise any power of negative discretion under any RSU agreement to reduce the number of RSUs that otherwise would vest in accordance with the preceding except to the extent that it exercises its power of negative discretion with respect to all executive officers with performance-based RSUs with substantially similar performance metrics.

The remaining unvested time‑based and remaining performance‑based equity grants will expire on the Separation Date and any such unvested equity grants will cease vesting and be immediately forfeited to the Company. You will remain bound by the Company's 2000 Equity Incentive Plan and the applicable equity agreements evidencing your equity awards, except to the extent that they are modified by this Agreement. The stock option exercise methods provided pursuant to your stock options agreements and the Company's 2000 Equity Incentive Plan prior to this Agreement will continue to be available to you to the extent permitted by the terms thereof.

By signing below, you acknowledge that you are receiving the separation compensation outlined in this paragraph 3 in consideration for waiving your rights to claims referred to in this Agreement and that you would not otherwise be entitled to the separation compensation. You also acknowledge that if you violate any of the terms of this Agreement, any future payments under paragraph 3 of this Agreement will terminate, any then‑unvested stock options and

 

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restricted stock units will terminate and any extended exercisability of stock options will terminate.

4.Return of Company Property: You hereby warrant to the Company that you have returned to the Company all property or data of the Company of any type whatsoever that has been in your possession or control. Notwithstanding the preceding, you may retain your Company‑issued cell phone and personal computers so long you provide the phone and computers for inspection by the Company's IT department. The department will remove from the devices any Company confidential and proprietary information and return the devices to you as promptly as possible on the Separation Date. The Company and you will cooperate to have your cell phone number transferred to your personal account.

5.Confidential Information / Non‑Solicitation of Employees: You hereby acknowledge that you are and will continue to be bound by, and will perform all of your obligations under, the attached New Hire/Proprietary Information Agreement dated February 21, 2007 and any other confidentiality agreements between you and the Company. By signing below, and without limiting the foregoing, you expressly acknowledge and confirm your obligations under section 4 of the New Hire/Proprietary Information Agreement and your fiduciary duties as an officer and director of the Company as they relate to confidentiality to the extent that they continue in application following the Separation Date. You further confirm that you have delivered or will promptly deliver, but in no event later than the fifth (5th) day following the Separation Date, to the Company all documents and data of any nature containing or pertaining to Confidential Information (as defined in the foregoing agreement(s)) and that you have not taken with you any such documents or data or any reproduction thereof. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement.

6.Nondisparagement: You agree that during the two (2) year period immediately following the Separation Date, you will not disparage the Company or its products, services, directors, officers, employees, successors or assigns in any written or oral statement. The Company agrees that during the two (2) year period immediately following the Separation Date, its executive officers, each member of the Company's Board of Directors and any official public statement by the Company will not disparage you, your character, or your performance or reputation in any written or oral statement. Nothing in this paragraph shall prohibit either party from providing truthful information in response to a subpoena or other legal process. Failure to comply with the provisions of this paragraph shall be a material breach of this Agreement. Nothing in this paragraph is intended to constitute a violation of California Business and Professions Code section 16600.

7.Consulting Services: In addition to the other conditions set forth in this Agreement, your receipt of the separation compensation outlined in paragraph 3 is also conditioned upon you providing up to eighteen (18) hours per month of consulting services at a rate of $500 per hour to the Company as may be reasonably requested by the Chairman of the Board of Directors or the Company's Chief Executive Officer for the period commencing on the Separation Date and ending December 31, 2013 (the “Consulting Period”) and complying with the requirements of the final sentence of this paragraph 7. The Company and you agree that any services to be provided by you under the preceding sentence will be provided in or near Redwood City, California, and at mutually agreeable times that are conducive to your engaging in other full-time employment following the Separation Date (subject to the following sentence).

 

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During the Consulting Period, you agree that you will not, as an employee, agent, consultant, advisor, independent contractor, general partner, officer, director, stockholder, investor, lender or guarantor of any corporation, partnership or other entity, or in any other capacity directly or indirectly participate or engage in, or render any services to any business engaged in, the design, development, manufacture, operation, production, marketing, sale or servicing of any product, or the provision of any service, that competes with the business of the Company (hereafter referred to as the “Business”) for or on behalf of companies to be mutually agreed (the “Identified Companies”).

Notwithstanding the foregoing, you may (i) own, directly or indirectly, solely as an investment, up to one percent (1%) of any class of “publicly traded securities” of the Identified Companies or (ii) own a passive equity interest not to exceed five percent (5%) in a private debt or equity investment fund that holds investments in any such entity but in which you do not have the ability to control or exercise any managerial influence. For the avoidance of doubt, nothing in this Agreement prohibits you from owning any other investment in any other entity.

Further notwithstanding the foregoing, you agree that the extended vesting of your stock options and RSUs and the extended exercisability of your stock options set forth in paragraph 3(c) above control the vesting and exercisability of such equity awards and your consulting services during the Consulting Period do not modify or further extend such vesting or exercisability terms.

8.Release of Claims: The payments and promises set forth in this Agreement are in full satisfaction of all accrued salary, vacation pay, bonus pay, profit sharing, stock options, equity, termination benefits or other compensation to which you may be entitled by virtue of your employment with the Company. In consideration for the payments and other promises and undertakings contained in this Agreement to which you would not otherwise be entitled, and except as otherwise set forth in this Agreement, you hereby release, acquit and forever discharge the Company, its parents and subsidiaries, and its and their respective officers, directors, agents, servants, employees, attorneys, shareholders, successors, assigns and affiliates (collectively, the “Releasees”), of and from any and all claims, liabilities, demands, charges, causes of action, costs, expenses, attorney's fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, which you assert or could assert against the Company at common law or under any statute, rule, regulation, order or law, whether federal, state or local, on any ground whatsoever, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date you sign this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with your employment with the Company or the termination of that employment; claims or demands related to salary, bonuses, commissions, vacation or other time off pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; any and all causes of action, including but not limited to actions for breach of contract, express or implied, breach of the covenant of good faith and fair dealing, express or implied, wrongful termination in violation of public policy, all other claims for wrongful termination and constructive discharge, and all other tort claims, including, but not limited to, intentional or negligent infliction of emotional distress, invasion of privacy, negligence, negligent investigation, negligent hiring, supervision or retention, assault and battery, false imprisonment, defamation, intentional or negligent misrepresentation, fraud, and any and all claims arising under any federal, state or local law or statute, including, but not limited to, the

 

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California Fair Employment and Housing Act; Business and Professions Code 17200; Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Fair Labor Standards Act; the Employee Retirement and Income Security Act; the Americans with Disabilities Act, 42 U.S.C. § 1981; the Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the Older Workers Benefit Protection Act; the Family and Medical Leave Act; the California Family Rights Act; the California Labor Code; the California Civil Code; the California Constitution; and any and all other laws and regulations relating to employment termination, employment discrimination, harassment or retaliation, claims for wages, hours, benefits, compensation, and any and all claims for attorneys' fees and costs, to the fullest extent permitted by law and by the respective governmental enforcement agencies for the above‑listed laws. To the fullest extent permitted by law, at no time subsequent to the execution of this Agreement will you pursue, or cause or knowingly permit the prosecution, in any state, federal or foreign court, or before any local, state, federal or foreign administrative agency, or any other tribunal, of any charge, claim or action of any kind, nature and character whatsoever, known or unknown, which you may now have, have ever had, or may in the future have against Releasees, which is based in whole or in part on any matter released by this Agreement.

This Agreement does not waive rights or claims under federal or state law that you cannot, as a matter of law, waive by private agreement, such as a right of indemnification under Labor Code Section 2802, or as otherwise set forth in this paragraph 8, or your rights to indemnification under the Company's Bylaws or Certificate of Incorporation. This Agreement also does not waive (i) rights or claims that you have under Indemnity Agreement with the Company as described in paragraph 14, (ii) the payments and benefits described in this Agreement or (iii) benefits that you have accrued, and to which you have become vested or entitled, under the terms of the Company's employee benefit plans in which you were participating as of the date of this Agreement. For the avoidance of doubt, the foregoing clause (iii) is not intended to create any new rights or entitlements. Additionally, nothing in this Agreement precludes you from filing a charge or complaint with or participating in any investigation or proceeding before the Equal Employment Opportunity Commission. However, while you may file a charge and participate in any proceeding conducted by the Equal Opportunity Commission, by signing this Agreement, you waive your right to bring a lawsuit against the Company and waive your right to any individual monetary recovery in any action or lawsuit initiated by the Equal Employment Opportunity Commission.

9.Release of Unknown Claims: You and the Company acknowledge that you have read and understand Section 1542 of the California Civil Code, which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” You hereby knowingly, intentionally, and expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to your release of any unknown or unsuspected claims you may have against the Company or the Releasees.

10.Legal and Equitable Remedies: You agree that both you and the Releasees have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights or remedies either you or the Releasees may have at law or in equity for breach of this Agreement.

 

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11.Confidentiality: You and the Company understand and agree that this Agreement will need to be filed with the Securities and Exchange Commission and that its confidentiality cannot be protected. Until the Agreement is publicly filed or described by the Company, the contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your spouse, accountant, or attorneys or pursuant to subpoena or court order and except to the extent disclosed by the Company publicly pursuant to applicable laws and regulations. You and the Company (on behalf of itself, its executive officers and directors) agree that if any such party is asked for information concerning this Agreement, that party will state only that you and the Company reached an amicable resolution of any disagreements concerning your separation from the Company and direct them to review the Company's public filings related thereto. Any breach of this confidentiality provision shall be deemed a material breach of this Agreement.

12.No Admission of Liability: This Agreement is not and shall not be construed or contended by the parties to be an admission or evidence of any wrongdoing or liability on the part of the parties, their representatives, heirs, executors, attorneys, agents, partners, officers, shareholders, directors, employees, subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall be afforded the maximum protection allowable under California Evidence Code Section 1152 and/or any other state or Federal provisions of similar effect.

13.Cooperation: You agree to make yourself reasonably available to the Company for interview, deposition, and/or as a witness at trial, and/or, at the election of the Company, to provide a sworn statement, for any legal matters or disputes involving the Company about which you may have knowledge of any relevant facts, provided that you will need to make yourself available only at mutually agreeable times, you will be compensated by the Company at a rate of $500 per hour for such services, and you will be reimbursed for any expenses incurred in accordance with the Company's standard policies for executive officers. Importantly, nothing in this Agreement shall be construed in any way to limit or otherwise influence the scope or nature of your testimony in such proceedings or to discourage you in any way from providing testimony that is honest and truthful.

14.Indemnification: The Company shall continue to indemnify you and maintain D & O coverage in accordance with your Indemnity Agreement with the Company (the “Indemnity Agreement”) and as may be required by its certificate of incorporation or bylaws.

15.Entire Agreement: Except as set forth in paragraph 14, this Agreement constitutes the entire Agreement between you and the Company with respect to the subject matter hereof and supersedes all prior negotiations and agreements, including, but not limited to, the Company's Key Employee Continuity Plan and any agreements thereunder, the Company's Severance Plan and any agreements thereunder, in each case whether written or oral, relating to such subject matter other than your Indemnification Agreement with the Company, the New Hire/Proprietary Information Agreement and confidentiality agreement(s) referred to in paragraph 5 above and the equity award agreements referred to in paragraph 3, where such equity awards are modified only to the extent necessary to give effect to the terms of this Agreement. You acknowledge that neither the Company nor its agents or attorneys have made any promise, representation or warranty whatsoever, either express or implied, written or oral, that is not contained in this Agreement for the purpose of inducing you to execute the

 

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Agreement, and you acknowledge that you have executed this Agreement in reliance only upon such promises, representations and warranties as are contained herein.

16.Modification: It is expressly agreed that this Agreement may not be altered, amended, modified, or otherwise changed in any respect except by another written agreement that specifically refers to this Agreement, executed by authorized representatives of each of the parties to this Agreement.

17.Section 409A: To the extent applicable, this Agreement is intended to comply with Section 409A of the Internal Revenue Code, and it shall be interpreted in a manner that complies with such section to the fullest extent possible. To the extent (a) any payments or benefits to which you become entitled under this Agreement, or under any other agreement or Company plan, in connection with your termination of employment with the Company constitute deferred compensation subject to Section 409A and (b) you are deemed at the time of such termination of employment to be a “specified employee” under Section 409A, then such payments shall not be made or commence until the earliest of (i) the expiration of the six (6)‑month period measured from the date of your “separation from service” (as such term is at the time defined in Treasury Regulations under Section 409A) from the Company; or (ii) the date of your death following such separation from service; provided, however, that such deferral shall only be effected to the extent required to avoid adverse tax treatment to you, including (without limitation) the additional twenty percent (20%) tax for which you would otherwise be liable under Section 409A(a)(1)(b) in the absence of such deferral. Upon the expiration of the applicable deferral period, any payments which would have otherwise been made during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to you or your beneficiary in one lump sum (without interest). Any termination of your employment is intended to constitute a “separation from service” and will be determined consistent with the rules relating to a “separation from service” as such term is defined in Treasury Regulation Section 1.409A‑1. It is intended that each installment of the payments provided hereunder constitute a separate “payment” for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(i). The Company and you agree that the Company shall, with your written consent, have the power to adjust the timing or other details relating to the payments described in this Agreement if the Company determines that such adjustments are necessary in order to comply with or become exempt from the requirements of Section 409A, provided that no such adjustment will result in any material diminution of any economic benefit to be provided to you under this Agreement. Except as specifically permitted by Section 409A, the benefits and reimbursements provided to you under this Agreement during any calendar year shall not affect the benefits and reimbursements to be provided to you under the relevant section of this Agreement in any other calendar year, and the right to such benefits, perquisites and reimbursements cannot be liquidated or exchanged for any other benefit and shall be provided in accordance with Treas. Reg. Section 1.409A‑3(i)(1)(iv) or any successor thereto. Further, in the case of reimbursement payments, such payments shall be made to you on or before the last day of the calendar year following the calendar year in which the underlying fee, cost or expense is incurred.

18.Withholding: Any payment made to you under this Agreement will be less all deductions and withholding for federal, state and local taxes as required by law.

 

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19.Review of Separation AgreementYou understand that pursuant to the Age Discrimination in Employment Act (“ADEA”) and the Older Workers' Benefit Protection Act (“OWBPA”) you may take up to twenty‑one (21) days to consider this Agreement and, by signing below, affirm that you were advised to consult with an attorney prior to signing this Agreement. You also understand you may revoke this Agreement within seven (7) days of signing this document. This Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after this Agreement has been executed by you (the “Effective Date”).

20.Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

21.Attorney Fees: The Company will pay up to $20,000 for your reasonable attorney fees and costs in connection with the negotiation of this Agreement.

22.Voluntary Execution of Agreement: You acknowledge and agree that you are executing this Agreement, including its incorporated release, voluntarily and without any undue duress or undue influence on the part of, or on behalf of, the Company, with the full intent of releasing all claims. You acknowledge that: (a) you have read this Agreement; (b) you have been represented in the preparation, negotiation and execution of this Agreement by legal counsel of your own choice, or you have voluntarily declined to seek such counsel; (c) you understand the terms and consequences of this Agreement and of the releases it contains and (d) you are fully aware of the legal and binding effect of this Agreement.

[signature page follows]

 

 

 

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Upon acceptance of this Agreement, within the timeframe specified above, please sign below and return the executed original to me. Upon your signature below, this will become our binding agreement with respect to your separation from the Company and its terms merging and superseding in their entirety all other or prior agreements and communications, whether written or oral, by you and the Company as to the specific subjects of this Separation Agreement.

Sincerely,

Electronic Arts Inc.

By: /s/ Lawrence F. Probst III

Lawrence F. Probst III

Chairman

 

                                

                                

 

I UNDERSTAND AND AGREE TO THE TERMS CONTAINED IN THIS AGREEMENT AND INTEND, BY MY SIGNATURE BELOW, TO BE LEGALLY BOUND BY THOSE TERMS. I AM SIGNING THIS AGREEMENT AND ITS INCORPORATED RELEASE KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE SEVERANCE BENEFITS DESCRIBED ABOVE:

 

Signature: /s/ John S. Riccitiello         Date:     March 25, 2013     

John S. Riccitiello

 

 

 


 

 

 

Exhibit A

Equity Award Schedule

Outstanding Stock Options

Date of Grant

Number of Shares Originally Granted

Exercise Price

Vesting Schedule

Number of Additional Option Shares that will vest between the Separation Date and November 30, 2013

Number of unvested Option Shares that will terminate and forfeit as of November 30, 2013

9/16/09

139,000

$18.85

24% after 12 months and 2% monthly thereafter

22,240

0

 

 

Time‑Based Restricted Stock Units

Date of Grant

Number of RSUs Originally Granted

Vesting Schedule

Number of RSUs that will vest between the Separation Date and June 19, 2014

Number of unvested RSUs that will terminate and forfeit between the Separation Date and June 19, 2014

5/18/10

200,000

One-third (1/3) of the RSUs vest on each of the first, second and third anniversaries of the date of grant.

66,667

0

6/16/11

125,000

One-third (1/3) of the RSUs vest eleven (11) months from the date of grant, one-third (1/3) twenty-three (23) months from date of grant and one-third (1/3) thirty-five (35) months from date of grant.

83,333

0

6/18/12

125,000

One-third (1/3) of the RSUs vest eleven (11) months from the date of grant, one-third (1/3) twenty-three (23) months from date of grant and one-third (1/3) thirty-five (35) months from date of grant.

83,333

41,667

 

 


 

 

Date of Grant

Number of RSUs Originally Granted

Vesting Schedule

Number of RSUs that will vest between the Separation Date and June 19, 2014

Number of unvested RSUs that will terminate and forfeit between the Separation Date and June 19, 2014

6/18/12

125,000

One-third (1/3) of the RSUs vest eleven (11) months from the date of grant, one-third (1/3) twenty-three (23) months from date of grant and one-third (1/3) thirty-five (35) months from date of grant.

83,333

41,667

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A-2


 

 

TSR Performance‑Based Restricted Stock Units

Date of Grant

Number of RSUs Originally Granted

Vesting Schedule

Number of RSUs that will vest between the Separation Date and June 19, 2014 solely to the extent the applicable TSR performance metrics are met for the applicable performance periods ending on or before June 19, 2014

Number of unvested RSUs that will terminate and forfeit between the Separation Date and June 19, 2014

6/16/11

250,000

Vests based on TSR relative to the performance of companies in the NASDAQ-100 Index over 1, 2 and 3 years

Metrics hit at Target: 83,333

Metrics hit at Maximum: 166,667

*These numbers are estimates provided for example only; exact numbers cannot be calculated until the end of the applicable performance periods.

Two remaining performance periods will conclude prior to June 19, 2014. Unearned shares, if any, will cancel following the completion of each applicable performance period.

6/18/12

250,000

Vests based on TSR relative to the performance of companies in the NASDAQ-100 Index over 1, 2 and 3 years

Metrics hit at Target: 83,333

Metrics hit at Maximum: 166,667

*These numbers are estimates provided for example only; exact numbers cannot be calculated until the end of the applicable performance periods.

83,333

Two performance periods will conclude prior to June 19, 2014. Unearned shares, if any, will cancel following the completion of each applicable performance period.

10/16/12

600,000

Vests based on TSR relative to the performance of companies in the NASDAQ-100 Index over 3 years

0; Performance period will not conclude prior to June 19, 2014

600,000

 

    

 

A-3


 

 

Non-GAAP Net Income Performance‑Based Restricted Stock Units

Date of Grant

Number of RSUs Originally Granted

Vesting Schedule

Target Number of RSUs that will vest between the Separation Date and June 19, 2014 solely to the extent the applicable net income performance metrics are met for the applicable performance periods ending on or before June 19, 2014

Number of unvested RSUs that will terminate and forfeit between the Separation Date and June 19, 2014

5/16/08

200,000

Vests based on trailing average four-quarter non-GAAP net income

0; The Company and Mr. Riccitiello acknowledge that the performance metrics will not be achieved and no RSUs will be earned

200,000 shares will have terminated and forfeited as of June 30, 2013, the end of the performance period

 

 

A-4

 

 

 

EX-10.1 2 d599571dex101.htm EX-10.1

Exhibit 10.1

 

LOGO

September 15, 2013

Andrew Wilson

Dear Andrew,

On behalf of the Board of Directors of Electronic Arts Inc., I am pleased to offer you the position of Chief Executive Officer commencing on September 17, 2013 at a base salary of $800,000 annualized, minus applicable deductions. As CEO you will report directly to the Board of Directors. You will be appointed to the Board of Directors effective September 17, 2013.

You will be eligible to participate in our discretionary bonus program. Your discretionary bonus target will be 150% of your salary. Bonus payments are calculated and paid based on the achievement of various individual and company performance objectives, as established and evaluated by the Board of Directors. You must be employed by EA at the time bonuses are paid to receive a bonus payment.

The Board of Directors has approved the grant of a non-qualified stock option to purchase a total of 1,000,000 shares of common stock of Electronic Arts, in accordance with our 2000 Equity Incentive Plan. The option will vest as follows:

 

 

 

24% of the option shares will vest on November 1, 2014; and

 

 

 

an additional 2% will vest on the first calendar day of each month thereafter for the following 38 months.

The option will be priced and granted at the close of market on the second trading day following our release of Q2 FY14 earnings results. You will receive more details regarding this Award from Stock Administration after the grant date.

For your information, I have enclosed several documents, including an overview of our benefits programs and EA’s Global Code of Conduct. Other EA policies and procedures are available on EA’s intranet.

In the course of your work, you will have access to proprietary materials and concepts. Our offer is contingent upon your returning a signed copy of Electronic Arts’ New Hire/ Proprietary Information Agreement, which is attached. Two copies are enclosed for signature (please keep one for your own records). Please return a signed copy by 5:00 pm California time on September 16, 2013.

This offer of employment is also contingent upon your providing Electronic Arts with proof that you have the legal right to work in the United States. In addition, Electronic Arts will conduct a background check pursuant to a written notice you will receive under separate cover, and this offer is contingent upon the results of such check being acceptable to EA.

This offer letter contains the entire understanding between you and Electronic Arts as to the terms of your employment offer and specifically supersedes all previous discussions you may have had with anyone at Electronic Arts regarding those terms.

This offer of employment is valid until 5:00 pm California time on September 16, 2013. If you have not accepted by this time, we will assume that you have declined the offer. If you accept this offer, please sign below and return both pages of the original offer letter to Gabrielle Toledano in the enclosed envelope.

Please join our team and help us be the place where GREAT people create and deliver GREAT games.


If you have any questions regarding this offer, please feel free to contact me.

Sincerely,

/s/ Larry F. Probst, III

Larry F. Probst, III

Executive Chairman

Electronic Arts

Enclosures

 

Accepted by candidate:

 

Date:

/s/ Andrew Wilson

 

September 15, 2013

 

cc:

Gabrielle Toledano, for distribution to Personnel File


ELECTRONIC ARTS INC.

NEW HIRE/PROPRIETARY INFORMATION AGREEMENT

In consideration of my employment by Electronic Arts (which together with its affiliates and subsidiaries, if any, will hereinafter collectively be called the “Company”), and the compensation paid to me by the Company from time to time, I hereby represent to and agree with the Company as follows:

1. I understand that the Company is engaged in a continuous program of research, development, production and marketing with respect to its present and future products, including fields generally related to its business. I further understand that, as an essential part of my employment by the Company, I am expected to make new contributions to and create inventions of value for the Company, although this Agreement does not constitute a contract of employment or obligate the Company to employ me for any stated period of time.

2. I represent that I have not brought and will not bring with me to the Company or use in the performance of my responsibilities at the Company any materials or documents of a former employer which are not generally available to the public, unless I have first obtained written authorization from the former employer for their possession and use, which written authorization I will deliver to the Company on or before my use of such materials or documents.

3. I understand that my employment by the Company creates a relationship of confidence and trust between me and the Company with respect to any information of a confidential or secret nature that may be learned or developed by me during the period of my employment by the Company and which (i) relates to the business of the Company or to the business of any customer or supplier of the Company, or (ii) has been created, discovered or developed by, or has otherwise become known to the Company and has commercial value in the business in which the Company is engaged (hereinafter called “Proprietary Information”). By way of illustration, but not limitation, Proprietary Information includes trade secrets, processes, formulas, computer programs, data, know-how, inventions, improvements, techniques, marketing plans, product plans, strategies, forecasts, personnel information and customer lists.

4. All Proprietary Information shall be the sole property of the Company and its assigns. I hereby assign to the Company any rights I may have or acquire in all Proprietary Information. At all times, both during the entire period of my employment and after its termination, I will keep in confidence and trust all Proprietary Information, and I will not use or disclose any Proprietary Information or anything relating to it without the prior written consent of the Company, except as may be necessary in the ordinary course of performing my duties as an employee of the Company. In addition, I understand that I am only to access, use and disclose Proprietary Information that is necessary for me to have in the course of performing my duties, and that I am not to disclose Proprietary Information to other employees or contractors at EA unless it is necessary for those employees or contractors to have such Proprietary Information in the course of their duties. In the event of the termination of my employment by me or by the Company for any reason, I will promptly deliver to the Company all materials, documents and data of any nature containing or pertaining to any Proprietary Information and I will not take with me any such materials, documents or data or any reproduction thereof.

5. I will promptly disclose in confidence to the Company, or any persons designated by it, all Inventions that are made or conceived or first reduced to practice by me on or after the date specified in Section 16 below and during the entire period of my employment with the Company (or thereafter if Invention uses Proprietary Information of the Company). For the purposes of this Agreement, “Inventions” means all inventions, improvements, original works or authorship, formulas, processes, ideas, innovations, concepts, proposed trademarks, computer programs, techniques, know-how and data, whether or not patentable or copyrightable, made or conceived or first reduced to practice or learned by me, whether or not in the course of my employment.

6. I agree that all Inventions that are made or conceived or first reduced to practice by me on or after the date specified in Section 16 below and during the entire period of my employment with the Company (or thereafter if any such Invention uses Proprietary Information of the Company) shall be the sole and exclusive property of the Company and its assigns, and the Company and its


assigns shall have the right to use and/or to apply for patents, copyrights or other statutory or common law protections for such Inventions in any and all countries. I further agree to assist the Company in every proper way (but at the Company’s expense) to obtain and from time to time enforce patents, copyrights and other statutory or common law protections for such Inventions in any and all countries. To that end, I will execute all documents for use in applying for and obtaining such patents, copyrights and other statutory or common law protections therefore and enforcing same, as the Company may desire, together with any assignments thereof to the Company or to persons designated by the Company. My obligations under this Paragraph 6 shall continue beyond the termination of my employment with the Company, but the Company shall compensate me at a reasonable rate after such termination for time actually spent by me at the Company’s request on such assistance.

7. I have been notified and I understand that the provisions of Paragraph 6 above do not apply to an Invention for which all of the following are true (and, as applicable to all California employees, which qualifies fully under the provisions of Section 2870 of the California Labor Code):

(a) The Invention was developed entirely on my own time;

(b) I developed the Invention away from the Company’s facilities, and entirely without using the Company’s equipment, supplies, or trade secret information;

(c) The Invention does not relate to the business or any anticipated research or development of the Company; and

(d) The Invention does not result from, and is not the extension of, any work done by me for the Company.

8. I have identified on Exhibit A attached hereto a complete list of all Inventions which have been made or conceived or first reduced to practice by me alone or jointly with others prior to my employment by the Company and to which the provisions of Sections 5 and 6 above therefore do not apply. I agree, however, that if and when I use or disclose any Invention listed in Exhibit A (or any portion thereof) in the course of my employment, I shall have simultaneously granted to the Company a perpetual, non-cancelable, royalty-free right and license to use, modify, reproduce, practice, market, distribute and sell the portion of such Invention that I have disclosed. If there is no such list on Exhibit A, I represent that I have made no such Inventions at the time of signing this Agreement.

9. I agree that during the entire period of my employment by the Company I will not, without the Company’s prior written consent, engage in any employment or activity other than for the Company in any business in which the Company is now or may hereafter become engaged.

10. I represent that my performance of all the terms of this Agreement and as an employee of the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence prior to my employment with the Company. I agree not to enter into any agreement either written or oral in conflict herewith. I hereby authorize the Company to make known the terms of this Agreement and the fact of my responsibility hereunder to any person or entity, including without limitation customers of the Company and my future employers.

11. I understand that my breach of this Agreement may cause the Company irreparable harm which may not be adequately compensated by money damages. Accordingly, in the event of a breach or threatened breach by me of this Agreement, the Company shall be entitled to injunctive or other preliminary or equitable relief, without the requirement of posting a bond, in addition to such other remedies as may be available to the Company for such breach or threatened breach, including the recovery of damages.

12. I understand and agree that my employment with the Company is at will, which means that either I or the Company may terminate the employment relationship at any time, with or without cause or notice. In addition, the Company reserves the right to eliminate or change any term or condition of employment at any time with or without cause or notice. I further agree that only the Board of Directors of the Company has the authority to make any agreement contrary to the terms of this provision, and any modification of the at-will nature of my employment must be in writing and executed by me and a duly authorized representative of the Board of Directors.


13. While employed by the Company and for one year thereafter, I agree not to recruit, solicit or induce, or attempt to induce, any employee or employees of the Company to terminate their employment with, or otherwise cease their relationship with, the Company.

14. This Agreement shall be binding upon me, my heirs, executors, assigns and administrators and shall inure to the benefit of the Company, its successors and assigns. If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any reason, the remaining provisions of this Agreement shall continue with full force and effect.

15. This Agreement constitutes the entire agreement between the parties as to the subjects herein and supersedes all prior negotiations, understandings, correspondence and agreements with respect to the same subject matter between the parties.

16. This Agreement shall be effective as of the first day of my employment by the Company as CEO, namely, September 17, 2013.

17. There are 0 Inventions identified on Exhibit A attached hereto.

Accepted by

ELECTRONIC ARTS INC.

 

BY:

 

 /s/ Larry F. Probst, III

 

 

BY:

 

 /s/ Andrew Wilson

 

 

 

 

Employee’s Signature

NAME:

 

Larry F. Probst, III

 

 

NAME:

 

Andrew Wilson

DATE:

 

September 15, 2013

 

 

DATE:

 

September 15, 2013


EXHIBIT A

INVENTIONS

 

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                       

                                                                                                                                                                                                                                                                       

 

Employee Initial:

 

 /s/ AW

 

 

Supervisor Initial:

 

 /s/ LP

Attach a separate sheet if necessary