2007 Electronic Arts VGH Acquisition Inducement Award Plan



 Exhibit 4.05 
 ELECTRONIC ARTS INC. 
 2007 ELECTRONIC ARTS VGH ACQUISITION INDUCEMENT AWARD PLAN 

1. PURPOSE. The purpose of this Plan is to provide, in accordance with Nasdaq Rule 4350(i)(A)(iv) applicable to the grant of awards as inducement
material to an individual’s entering into employment with the Company, incentives to attract, retain and motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and
Subsidiaries by offering them an opportunity to participate in the Company’s future performance through awards of Restricted Stock Units. Capitalized terms not defined in the text are defined in Section 18. 
 2. SHARES SUBJECT TO THE PLAN. 
 2.1 Number
of Shares. Subject to Sections 2.2 and 13, the aggregate number of Shares that have been reserved for issuance pursuant to this Plan is 1,400,000 Shares. Shares that are: (a) subject to issuance upon vesting of an Award but cease to be
subject to such Award for any reason other than the vesting of such Award; (b) subject to an Award granted hereunder but are forfeited; or (c) subject to an Award that otherwise terminates or is settled without Shares being issued shall
revert to and again become available for issuance under the Plan. The Shares used to pay the withholding taxes related to an Award shall not again become available for issuance under the Plan. At all times the Company shall reserve and keep
available a sufficient number of Shares as shall be required to satisfy the requirements of all outstanding but unvested Awards granted under this Plan. 
 2.2 Adjustment of Shares. In the event that the number of outstanding shares is changed by a stock dividend, recapitalization, stock split, reverse stock split, subdivision, combination, reclassification or
similar change in the capital structure of the Company without consideration, then (a) the number of Shares reserved for issuance under this Plan and (b) the number of Shares associated with outstanding Awards, will be proportionately
adjusted, subject to any required action by the Board or the stockholders of the Company and compliance with applicable securities laws; provided, however, that fractions of a Share will not be issued but will either be replaced by a cash
payment equal to the Fair Market Value of such fraction of a Share or will be rounded up to the nearest whole Share, as determined by the Committee. 
 3.
ELIGIBILITY. Awards may be granted to Service Providers who were employees of VG Holding Corp. or a subsidiary of VG Holding Corp. immediately prior to the Agreement and Plan of Merger by and among the Company, WHI Merger Corporation, VG
Holding Corp. and certain other parties, dated October 11, 2007. Awards settled in Shares shall be deemed to cover one Share. A person may be granted more than one Award under this Plan. 
 4. ADMINISTRATION. 
 4.1 Committee
Authority. This Plan will be administered by the Committee or by the Board acting as the Committee. Subject to the general purposes, terms and conditions of this Plan, and to the direction of the Board, the Committee will have full power to
implement and carry out this Plan. The Committee will have the authority to: 
  

	 	(a)	construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan; 









	 	(b)	prescribe, amend and rescind rules and regulations relating to this Plan or any Award; 

  


	 	(c)	select persons to receive Awards; 

  

	 	(d)	determine the form and terms of Awards; 

  

	 	(e)	determine the number of Shares or other consideration subject to Awards; 

  

	 	(f)	determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives to, other Awards under this Plan or any other incentive
or compensation plan of the Company or any Parent or Subsidiary of the Company; 

  

	 	(g)	grant waivers of Plan or Award conditions; 

  

	 	(h)	determine the vesting, exercisability and payment of Awards; 

  

	 	(i)	correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement; 

  

	 	(j)	determine whether an Award has been earned; and 

  

	 	(k)	make all other determinations necessary or advisable for the administration of this Plan. 

 4.2 Committee Discretion. Any determination made by the Committee with respect to any Award will be made in its sole discretion at the time of
grant of the Award or, unless in contravention of any express term of this Plan or Award, at any later time, and such determination will be final and binding on the Company and on all persons having an interest in any Award under this Plan. The
Committee may delegate to one or more officers of the Company the authority to (i) construe and interpret this Plan, any Award Agreement and any other agreement or document executed pursuant to this Plan, and (ii) grant an Award under this
Plan to Participants who are not Insiders of the Company. 
 4.3 Section 162(m). To the extent that Awards are granted hereunder
as “performance-based compensation” under Section 162(m) of the Code, the committee, in its discretion, may set restrictions based upon the achievement of performance goals. The performance goals shall be set by the committee on or
before the latest date permissible to enable the Awards to qualify as “performance-based compensation” under Section 162(m) of the Code. In granting Awards that are intended to qualify under Section 162(m) of the Code, the
committee shall follow any procedures determined by it from time to time to be necessary or appropriate to ensure qualification of the Awards under Section 162(m) of the Code (e.g., in determining the performance goals). 
  

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 5. RESTRICTED STOCK UNITS. Each Restricted Stock Unit shall have a value equal to the Fair Market Value of
a share of the Company’s Common Stock. A Restricted Stock Unit does not constitute a share of, nor represent any ownership interest in, the Company. The Committee will determine the number of Restricted Stock Units granted to any eligible
person, the restrictions to which the Restricted Stock Units will be subject, and all other terms and conditions of the Restricted Stock Units, subject to the following: 
 5.1 Form of Restricted Stock Unit Award. All Restricted Stock Units granted pursuant to this Plan will be evidenced by an Award Agreement (“Restricted Stock Unit Agreement”) that will be
in such form (which need not be the same for each Participant) as the Committee will from time to time approve, and will comply with and be subject to the terms and conditions of this Plan. The offer of Restricted Stock Units will be accepted by the
Participant’s execution and delivery of the Restricted Stock Unit Agreement within thirty (30) days, or such other date as may be set forth in the Restricted Stock Unit Agreement, from the date the Restricted Stock Unit Agreement is
delivered to the person. 
 5.2 Purchase Price. The Purchase Price of Shares sold pursuant to a Restricted Stock Unit, if any, will be
determined by the Committee on the date the Restricted Stock Unit is granted. At the Committee’s discretion, consideration for the Restricted Stock Unit may be in the form of continued service to the Company or a Subsidiary. Payment of the
Purchase Price, if any, shall be made in accordance with Section 6 of this Plan when the Shares are issued. 
 5.3 Terms of
Restricted Stock Units. Restricted Stock Units shall be subject to such restrictions as the Committee may impose. These restrictions may be based upon completion of a specified number of years of service with the Company or a Subsidiary or upon
completion of the performance goals as set out in advance in the Participant’s individual Restricted Stock Unit Agreement. Restricted Stock Units may vary from Participant to Participant and between groups of Participants. Prior to the grant of
Restricted Stock Units, the Committee shall: (a) determine the nature, length and starting date of any Performance Period for the Restricted Stock Unit; (b) select from among the Performance Factors to be used to measure performance goals,
if any; and (c) determine the number of Restricted Stock Units that will be awarded to the Participant. Performance Periods may overlap and Participants may participate simultaneously with respect to Restricted Stock Units that are subject to
different Performance Periods and have different performance goals and other criteria. 
 5.4 Termination During Performance Period.
If a Participant is Terminated during a Performance Period, then such Participant will be entitled to payment, if any, with respect to the Restricted Stock Units in accordance with the Restricted Stock Unit Agreement. 
 5.5 Payment When Restrictions Lapse. The Shares that a Participant is entitled to receive pursuant to a Restricted Stock Unit shall be paid or
issued to the Participant when all applicable restrictions and other conditions applicable to the Restricted Stock Unit have lapsed or have been satisfied, unless the Restricted Stock Unit Agreement provides for a later settlement date in compliance
with Section 409A of the Code. 
  

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 6. PAYMENT FOR SHARE PURCHASES. Where expressly approved for the Participant by the Committee and where
permitted by law, payment for Shares purchased pursuant to this Plan may: 
  

	 	(a)	be made in cash (by check); 

  

	 	(b)	by cancellation of indebtedness of the Company to the Participant; 

  

	 	(c)	by surrender of shares that either: (1) have been owned by Participant for more than six (6) months and have been paid for within the meaning of SEC Rule 144 (and, if
such shares were purchased from the Company by use of a promissory note, such note has been fully paid with respect to such shares); or (2) were obtained by Participant in the public market; 

  

	 	(d)	by waiver of compensation due or accrued to the Participant for services rendered; 

  

	 	(e)	by withholding from the Shares to be issued upon exercise of an Award that number of Shares having a Fair Market Value equal to the minimum amount required to satisfy the Purchase
Price (the Fair Market Value of the Shares to be withheld shall be determined on the date that the Award is exercised by the Participant); or 

  

	 	(f)	by any combination of the foregoing; or 

  

	 	(g)	such other consideration and method of payment for issuance of Shares to the extent permitted by applicable laws. 

 7. WITHHOLDING TAXES. 
 7.1 Withholding
Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan, the Company may require the Participant to remit to the Company an amount sufficient to satisfy federal, state and local withholding tax and social
security requirements prior to the delivery of any certificate or certificates for such Shares. 
 7.2 Stock Withholding. When, under
applicable tax or social security laws, a Participant incurs tax or social security liability in connection with the vesting of any Award that is subject to tax or social security withholding and the Participant is obligated to pay the Company the
amount required to be withheld, the Committee may in its sole discretion allow the Participant to satisfy the minimum tax or social security withholding obligation by electing to have the Company withhold from the Shares to be issued that number of
Shares having a Fair Market Value equal to the minimum amount required to be withheld, determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares withheld for this purpose will be
made in accordance with the requirements established by the Committee and be in writing in a form acceptable to the Committee. 
  

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 8. TRANSFERABILITY. 
 8.1 Except as otherwise provided in this Section 8, Awards granted under this Plan, and any interest therein, will not be transferable or assignable by Participant, and may not be made subject to execution,
attachment or similar process, otherwise than by will or by the laws of descent and distribution or as determined by the Committee and set forth in the Award Agreement. Awards shall be exercisable: (i) during the Participant’s lifetime,
only by (A) the Participant, or (B) the Participant’s guardian or legal representative; and (ii) after Participant’s death, by the legal representative of the Participant’s heirs or legatees. 
 9. PRIVILEGES OF STOCK OWNERSHIP. 
 9.1
Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued to the Participant. After Shares are issued to the Participant, the Participant will be a stockholder and
have all the rights of a stockholder with respect to such Shares, including the right to vote and receive all dividends or other distributions made or paid with respect to such Shares. 
 10. CERTIFICATES. All certificates for Shares or other securities delivered under this Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem
necessary or advisable, including restrictions under any applicable federal, state or foreign securities law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may
be listed or quoted. 
 11. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance
with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect
on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares under this Plan prior to:
(a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or other qualification of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system, and the Company will have no liability for any inability or failure to do so. 
 12. NO
OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any
Parent or Subsidiary of the Company or limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant’s employment or other relationship at any time, with or without cause. 
  

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 13. CORPORATE TRANSACTIONS. 
 13.1 Assumption or Replacement of Awards by Successor. In the event of (a) a dissolution or liquidation of the Company, (b) a merger or consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a wholly-owned subsidiary, a reincorporation of the Company in a different jurisdiction, or other transaction in which there is no substantial change in the stockholders of the Company or their
relative stock holdings and the Awards granted under this Plan are assumed, converted or replaced by the successor corporation, which assumption will be binding on all Participants), (c) a merger in which the Company is the surviving
corporation but after which the stockholders of the Company immediately prior to such merger (other than any stockholder that merges, or which owns or controls another corporation that merges, with the Company in such merger) cease to own their
shares or other equity interest in the Company, (d) the sale of substantially all of the assets of the Company, or (e) the acquisition, sale, or transfer of more than 50% of the outstanding shares of the Company by tender offer or similar
transaction, any or all outstanding Awards may be assumed, converted or replaced by the successor corporation (if any), which assumption, conversion or replacement will be binding on all Participants. In the alternative, the successor corporation
may substitute equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing provisions of the Awards). The successor corporation may also issue, in place of
outstanding Shares of the Company held by the Participants, substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor corporation (if any) refuses to assume or
substitute Awards, as provided above, pursuant to a transaction described in this Section 13.1, such Awards will accelerate. 
 13.2
Other Treatment of Awards. Subject to any greater rights granted to Participants under the foregoing provisions of this Section 13, in the event of the occurrence of any transaction described in Section 13.1, any outstanding Awards
will be treated as provided in the applicable agreement or plan of merger, consolidation, dissolution, liquidation, or sale of assets. 
 13.3 Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted by another company, whether in connection with an acquisition of such other company or otherwise, by
either; (a) granting an Award under this Plan in substitution of such other company’s award; or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could be applied to an Award granted
under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such
grant. In the event the Company assumes an award granted by another company, the terms and conditions of such award will remain unchanged. 
 14.
ADOPTION BY THE BOARD. This Plan will become effective on the date that it is adopted by the Board (the “Effective Date”). Upon the Effective Date and contingent upon the closing of the Agreement and Plan of Merger
by and among the Company, WHI Merger Corporation, VG Holding Corp. and certain other parties, dated October 11, 2007, the Committee may grant Awards pursuant to this Plan. 
  

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 15. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board. This Plan and all agreements thereunder shall be governed by and construed in accordance with the laws of the State of California. 
 16. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including without limitation amendment of any
form of Award Agreement or instrument to be executed pursuant to this Plan; provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder
approval. 
 17. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, nor any provision of this Plan will be construed
as creating any limitations on the power of the Board to adopt such additional compensation arrangements as it may deem desirable, including, without limitation, the granting of bonuses otherwise than under this Plan, and such arrangements may be
either generally applicable or applicable only in specific cases. 
 18. DEFINITIONS. As used in this Plan, the following terms will have the
following meanings: 
 “Award” means an award of Restricted Stock Unit under this Plan. 
 “Award Agreement” means, with respect to each Award, the signed written agreement between the Company and the Participant setting
forth the terms and conditions of the Award. 
 “Board” means the Board of Directors of the Company. 
 “Code” means the Internal Revenue Code of 1986, as amended. 
 “Committee” means the Compensation Committee of the Board. 
 “Company” means Electronic Arts Inc. or any successor corporation. 
 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 “Fair Market Value” means, as of any date, the value of a share of the Company’s Common Stock determined as follows:

  

	 	(a)	if such Common Stock is then quoted on the Nasdaq National Market, its closing price on the Nasdaq National Market on the date of determination as reported in The Wall Street
Journal; 

  

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	 	(b)	if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of determination on the principal national securities
exchange on which the Common Stock is listed or admitted to trading as reported in The Wall Street Journal; 

  

	 	(c)	if such Common Stock is publicly traded but is not quoted on the Nasdaq National Market nor listed or admitted to trading on a national securities exchange, the average of the
closing bid and asked prices on the date of determination as reported in The Wall Street Journal; or 

  

	 	(d)	if none of the foregoing is applicable, by the Committee in good faith. 

 “Insider” means an officer or director of the Company or any other person whose transactions in the Company’s Common Stock are subject to Section 16 of the Exchange Act. 

“Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each
of such corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. 
 “Participant” means a person who receives an Award under this Plan. 
 “Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the
following objective measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either individually, alternatively, or in any combination, and measured, to the extent
applicable on an absolute basis or relative to a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied: 
  

	 	(a)	Sales revenue; 

  

	 	(b)	Product shipments and deliveries; 

  

	 	(c)	Number of subscribers; and 

  

	 	(d)	Individual confidential business objectives. 

 The
Committee may, in recognition of unusual or non-recurring items such as acquisition-related activities or changes in applicable accounting rules, provide for one or more equitable adjustments (based on objective standards) to the Performance Factors
to preserve the Committee’s original intent regarding the Performance Factors at the time of the initial award grant. It is within the sole discretion of the Committee to make or not make any such equitable adjustments. 
 “Performance Period” means the period of service determined by the Committee, which shall be no less than one calendar quarter
nor more than five years (unless tied to a specific and objective milestone or event), during which time of service or performance is to be measured for Awards. 
  


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 “Plan” means this 2007 Electronic Arts VGH Acquisition Inducement Award Plan.

 “Restricted Stock Unit” means an award of the right to receive Shares, the value of a share of the Company’s
Common Stock pursuant to Section 5. 
 “SEC” means the Securities and Exchange Commission. 
 “Securities Act” means the Securities Act of 1933, as amended. 
 “Service Provider” means employees and directors of the Company or any Parent or Subsidiary of the Company who were employees of
VG Holding Corp. or a subsidiary of VG Holding Corp. immediately prior to the Agreement and Plan of Merger by and among the Company, WHI Merger Corporation, VG Holding Corp. and certain other parties, dated October 11, 2007. 
 “Shares” means shares of the Company’s Common Stock reserved for issuance under this Plan, as adjusted pursuant to
Sections 2 and 13, and any successor security. 
 “Subsidiary” means any corporation (other than the Company) in
an unbroken chain of corporations beginning with the Company if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. 
 “Termination” or “Terminated” means, for purposes of
this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor, or advisor to the Company or a Parent or Subsidiary of the Company. An
employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee, provided, that such leave is for a period of not more
than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in
writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Subsidiary as it may deem appropriate. The
Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”). 
 “Unvested Shares” means “Unvested Shares” as defined in the Award Agreement. 
 “Vested Shares” means “Vested Shares” as defined in the Award Agreement. 
  

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 FORM OF 
 ELECTRONIC ARTS INC. 
 RESTRICTED
STOCK UNIT AWARD 
 2007 ELECTRONIC ARTS VGH ACQUISITION INDUCEMENT AWARD PLAN 


			
	Participant Name:	 	Employee #:
	Address:	 	Award #:
	City, State Country Zip:	 	Class:
	Location:	 	


 Electronic Arts Inc., a Delaware corporation,
(the “Company”) hereby grants to the Participant named above a Restricted Stock Unit Award (the “Award”) consisting of Restricted Stock Units issued under the Company’s 2007 Electronic Arts VGH
Acquisition Inducement Award Plan (the “Plan”), to receive the total number of units set forth below of the Company’s common stock (the “Award Units”). The Award is subject to all of the terms and
conditions set forth herein, in the attached Appendix A and Appendix B and in the Plan, the provisions of which are incorporated herein by reference. The principal features of the Award are as follows: 
  

					
	 Number of Restricted Stock Units:
	  	[                    ]	  	
	 Date of Grant:
	  	[                    ]	  	
	 Vesting Start Date:
	  	[                    ]	  	

 Vesting Schedule: 
 Subject to the terms and conditions of, and any acceleration provisions contained in, the Plan and Appendix A and Appendix B, the Award shall vest in
accordance with the following schedule: 
 [To Be Determined] 
 PLEASE READ ALL OF APPENDIX A AND APPENDIX B WHICH CONTAIN THE SPECIFIC TERMS AND CONDITIONS OF THE AWARD. 
  







 ACCEPTANCE: 
 By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Award of Restricted Stock Units is granted under and governed by the terms and conditions of the Plan
and this Award agreement, including the terms and conditions attached hereto as Appendix A and Appendix B, all of which are made a part of this document. Participant has reviewed the Plan and this Award agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award agreement and fully understands all provisions of the Plan and Award agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions relating to the Plan and Award agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 
  

					
	PARTICIPANT:	 		 	ELECTRONIC ARTS INC.
			
	  	 		 	  
	Signature	 		 	Stephen G. Bené
			
	  	 		 	  
	Print Name	 		 	Senior Vice President and General Counsel
			
	Residence Address:	 		 	
			
	  	 	 	 	 
			
	  	 	 	 	 








 APPENDIX A 
 ELECTRONIC ARTS INC. 
 RESTRICTED STOCK UNIT AWARD 
 1.     Award. Each Award Unit represents the unsecured right to receive one share of Electronic Arts Inc. common stock, $0.01
par value per share (“Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Restricted Stock Unit Award (“Award”) and the Electronic Arts’ 2007
Electronic Arts VGH Acquisition Inducement Award Plan (the “Plan”). In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the
meaning set forth in the Plan. 
 2.     No Shareholder Rights. The Award does not entitle Participant to any
rights of a shareholder of Common Stock. The rights of Participant with respect to the Award shall remain forfeitable at all times prior to the date on which such rights become vested. 
 3.     Conversion of Award Units; Issuance of Common Stock. No Shares of Common Stock shall be issued to Participant prior to
the date on which the Award Units vest. After any Award Units vest, the Company shall promptly cause to be issued in book-entry form, registered in Participant’s name or in the name of Participant’s legal representatives, beneficiaries or
heirs, as the case may be, Common Stock in payment of such vested whole Award Units; provided, however, that in the event such Award Units do not vest on a day during which the Company’s Common Stock is quoted on the Nasdaq National Market (or
traded on such other principal national securities market or exchange on which the Company’s Common Stock may then be listed) (“Trading Day”), the Company shall cause such Common Stock to be issued on the next Trading
Day following the date on which such Award Units vest; provided, further, that in no event shall the Company cause such Shares to be issued later than ten (10) days after the date on which such Award Units vest. For purposes of this Award, the
date on which vested Award Units are converted into Common Stock shall be referred to as the “Conversion Date.” 
 4.     Committee Discretion. The Committee, in its discretion, may accelerate the vesting of the balance, or some lesser portion of the balance, of the unvested Award Units at any time, subject to the terms of the
Plan. If so accelerated, such Award Units will be considered as having vested as of the date specified by the Committee. 
 Notwithstanding
anything in the Plan or this Award to the contrary, if the vesting of the balance, or some lesser portion of the balance, of the Award Units is accelerated in connection with Participant’s termination as a Service Provider (provided that such
termination is a “separation from service” within the meaning of Section 409A, as determined by the Company), other than due to death, and if (x) Participant is a “specified employee” within the meaning of
Section 409A at the time of such termination as a Service Provider and (y) the payment of such accelerated Award Units will result in the imposition of additional tax under Section 409A if paid to Participant on or within the six
(6) month period following Participant’s termination as a Service Provider, then the payment of such accelerated Award Units will not be made until the date six (6) months and one (1) day following the date of Participant’s
termination as a Service Provider, unless the Participant dies following his or her termination as a Service Provider, in which case, the Award Units will be paid in Shares to the Participant’s estate as soon as practicable following his or her
death. It is the intent of this Award to comply with the requirements of Section 409A so that none of the Award Units provided under this Award or Shares issuable thereunder will be subject to the additional tax imposed under Section 409A,
and any ambiguities herein will be interpreted to so comply. For purposes of this Award, “Section 409A” means Section 409A of the Code, and any proposed, temporary or final Treasury Regulations and Internal Revenue Service guidance
thereunder, as each may be amended from time to time. 
 5.     Fractional Award Units. In the event
Participant is vested in a fractional portion of an Award Unit (a “Fractional Portion”), such Fractional Portion shall not be converted into a Share or issued to Participant. Instead, the Fractional Portion shall remain
unconverted until the final vesting date for the Award Units; provided, however, if Participant vests in a subsequent Fractional Portion prior to the final vesting date for the Award Units and such Fractional Portion taken together with a previous
Fractional 








 
Portion accrued by Participant under this Award would equal or be greater than a whole Share, then such Fractional Portions shall be converted into one
Share; provided, further, that following such conversion, any remaining Fractional Portion shall remain unconverted. Upon the final vesting date, the value of any remaining Fractional Portion(s) shall be rounded up to the nearest whole Award Unit at
the same time as the conversion of the remaining Award Units and issuance of Common Stock described in section 3 above. 
 6.     Restriction on Transfer. Neither the Award Units nor any rights under this Award may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Participant other than by will or by
the laws of descent and distribution, and any such purported sale, assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company. Notwithstanding the foregoing, Participant may, in the manner
established by the Committee, designate a beneficiary or beneficiaries to exercise Participant’s rights and receive any property distributable with respect to the Award Units upon Participant’s death. 
 7.     Termination of Employment. 
 (a)     Involuntary Termination without Cause; Termination of Employment due to Death or Permanent Disability; Voluntary Termination for Good Reason. 
 [For Performance-Based Grants, use the following: In the event that Participant’s employment or service is terminated by the Company without Cause, or
due to death or Permanent Disability, or if Participant terminates employment for Good Reason, then Participant shall remain eligible to earn the Award Units as if he or she is employed on the date any Performance Goals are met. Such Award Units
shall be paid to you as soon as reasonably practicable after the vesting date, but in no event later than ten (10) days after such date.] 
 [For
Time-Based Grants, use the following: In the event that Participant’s employment or service is terminated by the Company without Cause, or due to death or Permanent Disability, or if Participant terminates employment for Good Reason,
then 100% of the Award Units shall immediately vest on the date of termination of Participant’s employment. Such fully vested Award Units shall be paid to Participant as soon as reasonably practicable after the vesting date, but in no event
later than ten (10) days after such date.] 
 (b)     Involuntary Termination for Cause; Voluntary Termination
without Good Reason. In the event that Participant’s employment or service is terminated by the Company for Cause, or if Participant terminates employment without Good Reason, then the unvested Award Units shall be forfeited immediately
upon such termination, as described in Section 8(k) below. 
 (c)     Definitions. Cause, Permanent
Disability and Good Reason as used in this Section 7 shall have the meaning as defined in your letter agreement, dated . 
 8.     Acknowledgement of Nature of Plan and Award. In accepting the Award, Participant acknowledges that: 
 (a)     the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, unless otherwise provided in the Plan;
provided that any such modification, amendment, suspension or termination shall not adversely affect the Award Units; 
 (b)     the Award is voluntary and occasional and does not create any contractual or other right to receive future awards of Award Units, or benefits in lieu of Award Units, even if Award Units have been granted
repeatedly in the past; 
 (c)     all decisions with respect to future awards, if any, will be at the sole discretion of
the Company; 







 (d)     nothing in the Plan or the Award shall confer on Participant any right to
continue in the employ of, or other relationship with, the Company or Participant’s employer or limit in any way the right of the Company or Participant’s employer to terminate Participant’s employment or service relationship at any
time, with or without cause; 
 (e)     Participant’s participation in the Plan is voluntary; 
 (f)     the Award Units are an extraordinary item that does not constitute compensation of any kind for services of any kind rendered
to the Company or Participant’s employer, and which is outside the scope of Participant’s employment or service contract, if any; 
 (g)     the Award Units are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments,
bonuses, long-service awards, pension or retirement or welfare benefits or similar payments and in no event may be considered as compensation for, or relating in any way to, past services for the Company or Participant’s employer; 

(h)     in the event that Participant is not an employee of the Company, the Award and Participant’s participation in the
Plan will not be interpreted to form an employment or service contract or relationship with the Company; and furthermore, the Award will not be interpreted to form an employment or service contract or relationship with Participant’s employer or
any Subsidiary; 
 (i)     the future value of the underlying Shares is unknown and cannot be predicted with certainty;

 (j)     in consideration of the Award, no claim or entitlement to compensation or damages shall arise from termination
of the Award Units or diminution in value of the Award Units or Shares of Common Stock received upon vesting of the Award Units resulting from termination of Participant’s employment by the Company or Participant’s employer (for any reason
whatsoever and whether or not in breach of local labor laws) and Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a
court of competent jurisdiction to have arisen, then, by signing the Award, Participant will be deemed irrevocably to have waived his or her entitlement to pursue such claim; 
 (k)     except as otherwise provided by the Committee or this Award agreement, in the event of termination of Participant’s
employment (whether or not in breach of local labor laws), Participant’s right to receive an Award and vest in the Award Units under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and
will not be extended by any notice period mandated under local law (e.g., active employment would not include a period of “garden leave” or similar period pursuant to local law); the Committee shall have the exclusive discretion to
determine when Participant is no longer actively employed for purposes of his or her Award; 
 (l)     the Company is not
providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares of Common Stock; and 

(m)     Participant is hereby advised to consult with his or her own tax, legal and financial advisors regarding
Participant’s participation in the Plan before taking any action related to the Plan. 
 9.     Tax
Withholding. 
 (a)     Regardless of any action the Company or Participant’s employer takes with respect to any
or all income tax, social insurance, payroll tax, payment on account or other applicable taxes (“Tax Items”) in connection with the Award, Participant hereby acknowledges and agrees that the ultimate liability for all Tax
Items legally due by Participant is and remains the responsibility of the Participant. 
  







 (b)     Participant further acknowledges and agrees that the Company and/or
Participant’s employer: (i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Award, including, but not limited to, the grant or vesting of the Award Units, the subsequent
sale of Shares of Common Stock acquired under the Plan and the receipt of any dividends; and (ii) do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate Participant’s liability for Tax Items.

 (c)     Prior to delivery of Shares of Common Stock upon the vesting of the Award Units (“Award
Shares”), Participant must pay or make adequate arrangements satisfactory to the Company and/or Participant’s employer to satisfy all withholding obligations for Tax Items of the Company and/or Participant’s employer. In this
regard, Participant authorizes the Company and/or Participant’s employer, at their discretion and if permissible under local law, to satisfy the obligations with regard to all Tax Items legally payable by Participant by one or a combination of
the following: 
 (i)     withholding Shares from the delivery of the Award Shares, provided that the Company only
withholds a number of Shares with a Fair Market Value equal to or below the minimum withholding amount for Tax Items, provided, however, that in order to avoid issuing fractional Shares, the Company may round up to the next nearest number of whole
Shares, as long as the Company issues no more than a single whole Share in excess of the minimum withholding obligation for Tax Items. For example, if the minimum withholding obligation for Tax Items is $225 and the Fair Market Value of the Common
Stock is $50 per share, then the Company may withhold up to five (5) Shares from the delivery of Award Shares on the Conversion Date. The Company or the Participant’s employer will remit the total amount withheld for Tax Items to the
appropriate tax authorities; or 
 (ii)     withholding from Participant’s wages or other cash compensation paid to
Participant by the Company and/or Participant’s employer; or 
 (iii)     selling or arranging for the sale of
Award Shares. 
 (d)     The Participant shall pay to the Company or Participant’s employer any amount of Tax Items
that the Company or Participant’s employer may be required to withhold as a result of Participant’s participation in the Plan that cannot be satisfied by one or more of the means previously described. The Company may refuse to deliver the
Award Shares if Participant fails to comply with his or her obligations in connection with the Tax Items as described in this section. 
 10.     Compliance with Laws and Regulations. The issuance and transfer of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state laws
and with all applicable requirements of any stock exchange or national market system on which the Company’s Common Stock may be listed at the time of such issuance or transfer. The Company is not required to issue or transfer Common Stock if to
do so would violate such requirements. 
 11.     Data Privacy. Participant hereby explicitly and unambiguously
consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in the Award and any other Award materials by and among, as applicable, Participant’s employer, the Company and any Subsidiary
for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan. 
 Participant
understands that the Company and Participant’s employer may hold certain personal information about him or her, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or
other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in
Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).  
 Participant understands that Data will be transferred to E*Trade Financial Services, Inc. or such other stock plan service provider as may be selected by Participant or as may be selected by the Company 








 
in the future, which is assisting the Company with the implementation, administration and management of the Plan. Participant understands that the recipients
of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that he or
she may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the Company, E*Trade Financial Services, Inc. and any other
possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of
implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan.
Participant understands that he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without
cost, by contacting in writing Participant’s local human resources representative. Participant understands, however, that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more
information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human resources representative. 
 12.     Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Award or
future awards made under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and, if requested, agrees to
participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. 
 13.     Address for Notices. Any notice to be given to the Company under the terms of this Award will be addressed to the Company, in care of its General Counsel at Electronics Arts, Inc.,
209 Redwood Shores Parkway, Redwood City, California, 94065, or at such other address as the Company may hereafter designate in writing. 
 14.     Authority of the Board and the Committee. Any dispute regarding the interpretation of the Award shall be submitted by Participant, Participant’s employer, or the Company, forthwith to either the Board
or the Committee, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Committee shall be final and binding on the Participant, Participant’s employer, and/or the Company. 
 15.     Governing Law and Choice of Venue. The Award as well as the terms and conditions set forth in the Plan shall be
governed by, and subject to, the law of the State of California. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by the Award, the parties hereby submit to and consent to the
exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Mateo County, California, or the federal courts for the United States for the Northern District of California, and no other
courts, where this grant is made and/or to be performed. 
 16.     Captions. Captions provided herein are for
convenience only and are not to serve as a basis for interpretation or construction of this Award. 
 17.    
Agreement Severable. In the event that any provision in this Award agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on,
the remaining provisions of this Award agreement. 
 18.     Entire Agreement. The Award, including this Appendix
A, Appendix B, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof. 
  








 [For Use with Grants to Canadian Employees] 
 APPENDIX B 
 CANADA 
 RESTRICTED STOCK UNIT AWARD 
 2007 ELECTRONIC ARTS VGH ACQUISITION INDUCEMENT
AWARD PLAN 
 Award Units Payable Only in Shares 
 Award Units granted to Participants in Canada shall be paid in Shares only and do not provide any right for Participant to receive a cash payment, notwithstanding any discretion contained in the Plan, or any provision in the Award to the
contrary.