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                                                                    EXHIBIT 4.01

                      2000 CLASS B EQUITY INCENTIVE PLAN

           As adopted by the Board of Directors on January 27, 2000
               As approved by the Stockholders on March 22, 2000
                          As Amended, March 22, 2000

     1.   PURPOSE.  The purpose of this Plan is to provide incentives to
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attract, retain and motivate eligible persons whose present and potential
contributions are important to the success of EA.com, a subsidiary of the
Company, its Parent and Subsidiaries by offering them an opportunity to
participate in the Company's future performance through awards of Options and
Restricted Stock.  Capitalized terms not defined in the text are defined in
Section 22.

     2.   SHARES SUBJECT TO THE PLAN.
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          2.1  Number of Shares Available.  Subject to Sections 2.2 and 17, the
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total number of Shares reserved and available for grant and issuance pursuant to
this Plan will be 6,000,000 Shares plus Shares that are subject to: (a) issuance
upon exercise of an Option but cease to be subject to such Option for any reason
other than exercise of such Option; (b) an Award granted hereunder but are
forfeited or are repurchased by the Company at the original issue price; and (c)
an Award that otherwise terminates without Shares being issued.  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 Options granted
under this Plan and all other outstanding but unvested Awards granted under this
Plan.

          2.2  Adjustment of Shares.  In the event that the number of
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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, (b) the
number of Shares that may be granted pursuant to Sections 3 and 8 below, (c) the
Exercise Prices of and number of Shares subject to outstanding Options, and (d)
the number of Shares subject to other 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
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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.  ISOs (as defined in Section 5 below) may be granted only
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to employees (including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company.  All other Awards may be
granted to employees and directors of the Company or any Parent or Subsidiary of
the Company.  No person will be eligible to receive more than 750,000 Shares in
any calendar year under this Plan pursuant to the grant of Awards hereunder,
other than new employees of the Company or of a Parent or Subsidiary of the
Company (including new employees who are also officers and directors of the
Company or any Parent or Subsidiary of the Company), who are eligible to receive
up to a maximum of 1,500,000 Shares in the calendar year in which they commence
their employment.  A person may be granted more than one Award under this Plan.

     4.   ADMINISTRATION.
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          4.1  Committee Authority.  This Plan will be administered by the
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Committee or by the Board acting as the Committee.  Except for automatic grants
to Outside Directors pursuant to Section 8 hereof, and 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.  Except
for automatic grants to Outside Directors pursuant to Section 8 hereof, 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;

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          (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.  Except for automatic grants to Outside
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Directors pursuant to Section 8 hereof, 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 grant an Award under this Plan to Participants who are not Insiders of the
Company.

     5.   OPTIONS.  The Committee may grant Options to eligible persons and will
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determine whether such Options will be Incentive Stock Options within the
meaning of the Code ("ISO") or Nonqualified Stock Options ("NQSOs"), the number
of Shares subject to the Option, the Exercise Price of the Option, the period
during which the Option may be exercised, and all other terms and conditions of
the Option, subject to the following:

          5.1  Form of Option Grant.  Each Option granted under this Plan will
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be evidenced by an Award Agreement which will expressly identify the Option as
an ISO or an NQSO ("Stock Option Agreement"), and, except as otherwise required
by the terms of Section 8 hereof, will be in such form and contain such
provisions (which need not be the same for each Participant) as the Committee
may from time to time approve, and which will comply with and be subject to the
terms and conditions of this Plan.

          5.2  Date of Grant.  The date of grant of an Option will be the date
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on which the Committee makes the determination to grant such Option, unless
otherwise specified by the Committee.  The Stock Option Agreement and a copy of
this Plan will be delivered to the Participant within a reasonable time after
the granting of the Option.

          5.3  Exercise Period.  Options may be exercisable within the times or
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upon the events determined by the Committee as set forth in the Stock Option
Agreement governing such Option; provided, however, that no Option will be
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exercisable after the expiration of ten (10) years from the date the Option is
granted; and provided further that no ISO granted to a person who directly or by
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attribution owns more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or Subsidiary of the
Company ("Ten Percent Stockholder") will be exercisable after the expiration of
five (5) years from the date the ISO is granted.  The Committee also may provide
for Options to become exercisable at one time or from time to time, periodically
or otherwise, in such number of Shares or percentage of Shares as the Committee
determines.  With respect to Options granted before the Shares are listed on a
national securities exchange or designated as a national market system security,
and subject to earlier termination of the Option as provided herein, each
Participant who is not an officer, director or consultant of the Company or of a
Parent or Subsidiary of the Company shall have the right to exercise an Option
granted hereunder at the rate of no less than twenty percent (20%) per year over
five (5) years from the date such Option is granted.

          5.4  Exercise Price.  The Exercise Price of an Option will be
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determined by the Committee when the Option is granted and may be not less than
85% of the Fair Market Value of the Shares on the date of grant; provided that:
(i) the Exercise Price of an ISO will be not less than 100% of the Fair Market
Value of the Shares on the date of grant; and (ii) the Exercise Price of any ISO
granted to a Ten Percent Stockholder will not be less than 110% of the Fair
Market Value of the Shares on the date of grant.  Payment for the Shares
purchased may be made in accordance with Section 7 of this Plan.  With respect
to Options granted before the Shares are listed on a national securities
exchange or designated as a national market system security, the Exercise Price
of any Option granted to a Ten Percent Stockholder will not be less than 110% of
the Fair Market Value of the Shares on the date of grant.

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          5.5  Method of Exercise.  Options may be exercised only by delivery to
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the Company of a written stock option exercise agreement  (the "Exercise
Agreement") in a form approved by the Committee (which need not be the same for
each Participant), stating the number of Shares being purchased, the
restrictions imposed on the Shares purchased under such Exercise Agreement, if
any, and such representations and agreements regarding Participant's investment
intent and access to information and other matters, if any, as may be required
or desirable by the Company to comply with applicable securities laws, together
with payment in full of the Exercise Price for the number of Shares being
purchased.

          5.6  Termination.  Notwithstanding the exercise periods set forth in
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the Stock Option Agreement, exercise of an Option will always be subject to the
following:

          (a)  If the Participant is Terminated for any reason except death or
               Disability, then the Participant may exercise such Participant's
               Options only to the extent that such Options would have been
               exercisable upon the Termination Date no later than three (3)
               months after the Termination Date (or such shorter period, not
               less than thirty (30) days, or longer time period not exceeding
               five (5) years as may be determined by the Committee, with any
               exercise beyond three (3) months after the Termination Date
               deemed to be an NQSO), but in any event, no later than the
               expiration date of the Options.

          (b)  If the Participant is Terminated because of Participant's death
               or Disability (or the Participant dies within three (3) months
               after a Termination other than for Cause or because of
               Participant's Disability), then Participant's Options may be
               exercised only to the extent that such Options would have been
               exercisable by Participant on the Termination Date and must be
               exercised by Participant (or Participant's legal representative
               or authorized assignee) no later than twelve (12) months after
               the Termination Date (or such shorter period, not less than six
               (6) months, or longer time period not exceeding five (5) years as
               may be determined by the Committee, with any such exercise beyond
               (a) three (3) months after the Termination Date when the
               Termination is for any reason other than the Participant's death
               or Disability, or (b) twelve (12) months after the Termination
               Date when the Termination is for Participant's death or
               Disability, deemed to be an NQSO), but in any event no later than
               the expiration date of the Options.

          (c)  Notwithstanding the provisions in paragraph 5.6(a) above, if a
               Participant is terminated for Cause, neither the Participant, the
               Participant's estate nor such other person who may then hold the
               Option shall be entitled to exercise any Option with respect to
               any Shares whatsoever, after termination of service, whether or
               not after termination of service the Participant may receive
               payment from the Company or Subsidiary for vacation pay, for
               services rendered prior to termination, for services rendered for
               the day on which termination occurs, for salary in lieu of
               notice, or for any other benefits.  In making such determination,
               the Board shall give the Participant an opportunity to present to
               the Board evidence on his behalf.  For the purpose of this
               paragraph, termination of service shall be deemed to occur on the
               date when the Company dispatches notice or advice to the
               Participant that his service is terminated.

          5.7  Limitations on Exercise.  The Committee may specify a reasonable
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minimum number of Shares that may be purchased on any exercise of an Option,
provided that such minimum number will not prevent Participant from exercising
the Option for the full number of Shares for which it is then exercisable.

          5.8  Limitations on ISO.  The aggregate Fair Market Value (determined
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as of the date of grant) of Shares with respect to which ISO are exercisable for
the first time by a Participant during any calendar year (under this Plan or
under any other incentive stock option plan of the Company, Parent or Subsidiary
of the Company) will not exceed $100,000.  If the Fair Market Value of Shares on
the date of grant with respect to which ISO are exercisable for the first time
by a Participant during any calendar year exceeds $100,000, then the Options for
the first $100,000 worth of Shares to become exercisable in such calendar year
will be ISO and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs.  In the event that the Code or
the regulations promulgated thereunder are amended after the Effective Date of
this Plan to provide for a different limit on the Fair Market Value of Shares
permitted to be subject to ISO, such different limit will be automatically
incorporated herein and will apply to any Options granted after the effective
date of such amendment.

          5.9  Modification, Extension or Renewal.  The Committee may modify,
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extend or renew outstanding Options and authorize the grant of new Options in
substitution therefor, provided that any such action may not, without the
written consent of a Participant, impair any of such Participant's rights under
any Option previously granted.  Any outstanding ISO that is modified, extended,
renewed or otherwise altered will be treated in accordance with Section 424(h)
of

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the Code. The Committee may reduce the Exercise Price of outstanding Options
without the consent of Participants affected by a written notice to them;
provided, however, that the Exercise Price may not be reduced below the minimum
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Exercise Price that would be permitted under Section 5.4 of this Plan for
Options granted on the date the action is taken to reduce the Exercise Price.

          5.10 No Disqualification.  Notwithstanding any other provision in this
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Plan, no term of this Plan relating to ISO will be interpreted, amended or
altered, nor will any discretion or authority granted under this Plan be
exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under
Section 422 of the Code.

     6.   RESTRICTED STOCK.  A Restricted Stock Award is an offer by the Company
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to sell to an eligible person Shares that are subject to restrictions.  The
Committee will determine to whom an offer will be made, the number of Shares the
person may purchase, the price to be paid (the "Purchase Price"), the
restrictions to which the Shares will be subject, and all other terms and
conditions of the Restricted Stock Award, subject to the following:

          6.1  Form of Restricted Stock Award.  All purchases under a Restricted
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Stock Award made pursuant to this Plan will be evidenced by an Award Agreement
("Restricted Stock Purchase 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 will be accepted by the Participant's
execution and delivery of the Restricted Stock Purchase Agreement and full
payment for the Shares to the Company within thirty (30) days from the date the
Restricted Stock Purchase Agreement is delivered to the person.  If such person
does not execute and deliver the Restricted Stock Purchase Agreement along with
full payment for the Shares to the Company within thirty (30) days, then the
offer will terminate, unless otherwise determined by the Committee.

          6.2  Purchase Price.  The Purchase Price of Shares sold pursuant to a
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Restricted Stock Award will be determined by the Committee on the date the
Restricted Stock Award is granted and, with respect to Restricted Stock Awards
granted before the Shares are listed on a national securities exchange or
designated as a national market system security, will be at least eighty-five
(85%) of the Fair Market Value of the Shares on the date the Restricted Stock
Award is granted or at the time the purchase is consummated. Notwithstanding the
foregoing,  in the case of a sale to a Ten Percent Stockholder, the Purchase
Price will be 100% of the Fair Market Value.  Payment of the Purchase Price may
be made in accordance with Section 7 of this Plan.

          6.3  Terms of Restricted Stock Awards.  Restricted Stock Awards 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 upon completion of the performance goals as set out in advance in the
Participant's individual Restricted Stock Purchase Agreement. Restricted Stock
Awards may vary from Participant to Participant and between groups of
Participants. Prior to the grant of a Restricted Stock Award, the Committee
shall: (a) determine the nature, length and starting date of any Performance
Period for the Restricted Stock Award; (b) select from among the Performance
Factors to be used to measure performance goals, if any; and (c) determine the
number of Shares that may be awarded to the Participant. Prior to the payment of
any Restricted Stock Award, the Committee shall determine the extent to which
such Restricted Stock Award has been earned. Performance Periods may overlap and
Participants may participate simultaneously with respect to Restricted Stock
Awards that are subject to different Performance Periods and having different
performance goals and other criteria.

          6.4  Termination During Performance Period.  If a Participant is
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Terminated during a Performance Period for any reason, then such Participant
will be entitled to payment (whether in Shares, cash or otherwise) with respect
to the Restricted Stock Award only to the extent earned as of the date of
Termination in accordance with the Restricted Stock Purchase Agreement, unless
the Committee will determine otherwise.

     7.   PAYMENT FOR SHARE PURCHASES.
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          7.1  Payment.  Payment for Shares purchased pursuant to this Plan may
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be made in cash (by check) or, where expressly approved for the Participant by
the Committee and where permitted by law:

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

          (b)  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;

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          (c)  by tender of a full recourse promissory note having such terms as
               may be approved by the Committee and bearing interest at a rate
               sufficient to avoid imputation of income under Sections 483 and
               1274 of the Code;

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

          (e)  with respect only to purchases upon exercise of an Option, and
               provided that a public market for the Company's stock exists:

               (1)  through a "same day sale" commitment from the Participant
                    and a broker-dealer that is a member of the National
                    Association of Securities Dealers (an "NASD Dealer") whereby
                    the Participant irrevocably elects to exercise the Option
                    and to sell a portion of the Shares so purchased to pay for
                    the Exercise Price, and whereby the NASD Dealer irrevocably
                    commits upon receipt of such Shares to forward the Exercise
                    Price directly to the Company; or

               (2)  through a "margin" commitment from the Participant and a
                    NASD Dealer whereby the Participant irrevocably elects to
                    exercise the Option and to pledge the Shares so purchased to
                    the NASD Dealer in a margin account as security for a loan
                    from the NASD Dealer in the amount of the Exercise Price,
                    and whereby the NASD Dealer irrevocably commits upon receipt
                    of such Shares to forward the Exercise Price directly to the
                    Company; or

          (f)  by any combination of the foregoing.

          7.2  Loan Guarantees.  The Committee may help the Participant pay for
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Shares purchased under this Plan by authorizing a guarantee by the Company of a
third-party loan to the Participant.

     8.   AUTOMATIC GRANTS TO OUTSIDE DIRECTORS.
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          8.1  Types of Options and Shares.  Options granted under this Plan and
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subject to this Section 8 shall be NQSOs.

          8.2  Eligibility.  Options subject to this Section 8 shall be granted
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only to Outside Directors.  Outside Directors shall also be eligible to receive
option grants pursuant to Section 5 hereof at such times and on such conditions
as determined by the Committee.

          8.3  Initial Grant. Each Outside Director who first becomes a member
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of the Board on or after the Effective Date, will automatically be granted an
Option for 10,000 Shares (an "Initial Grant") on the date such Outside Director
first becomes a member of the Board.  Each Outside Director who is in office at
the time of approval by the Stockholders of this Plan, will automatically be
granted an Initial Grant on the earlier of 60 days from the date of Stockholder
approval of this Plan or the date any employee receives their first option under
this Plan.

          8.4  Succeeding Grants.  Upon re-election to the Board at each Annual
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Meeting of Stockholders, each Outside Director will automatically be granted an
Option for 2,500 Shares (a "Succeeding Grant"); provided, however, that any such
Outside Director who received an Initial Grant since the last Annual Meeting of
Stockholders will receive a prorated Succeeding Grant to purchase a number of
shares equal to 2,500 multiplied by a fraction whose numerator is the number of
calendar months or portions thereof that the Outside Director has served since
the date of the Initial Grant and whose denominator is twelve.

          8.5  Vesting.  The date an Outside Director receives an Initial Grant
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or a Succeeding Grant is referred to in this Plan as the "Start Date" for such
Option.

          (a)  Initial Grants.  Each Initial Grant will vest as to 2% of the
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               Shares on the Start Date for such Initial Grant, and as to an
               additional 2% of the Shares on the first day of each calendar
               month after the Start Date, so long as the Outside Director
               continuously remains a director of the Company.

          (b)  Succeeding Grants.  Each Succeeding Grant will vest as to 2% of
               -----------------
               the Shares on the Start Date for such Succeeding Grant, and as to
               an additional 2% of the Shares on the first day of each calendar

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               month after the Start Date, so long as the Outside Director
               continuously remains a director of the Company.

Notwithstanding any provision to the contrary, in the event of a corporate
transaction described in Section 17.1, the vesting of all options granted to
Outside Directors pursuant to this Section 8 will accelerate and such options
will become exercisable in full prior to the consummation of such event at such
times and on such conditions as the Committee determines, and must be exercised,
if at all, within three months of the consummation of said event.  Any options
not exercised within such three-month period shall expire.

          8.6  Exercise Price.  The exercise price of an Option pursuant to an
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Initial Grant or Succeeding Grant shall be the Fair Market Value of the Shares
at the time that the Option is granted.

          8.7  Deferral of Cash Compensation.  Each Outside Director may elect
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to reduce all or part of the cash compensation otherwise payable for services to
be rendered by him as a director (including the annual retainer and any fees
payable for serving on the Board or a Committee of the Board) and to receive in
lieu thereof  Shares.  Any such election shall be in writing and must be made
before the services are rendered giving rise to such compensation, and may not
be revoked or changed thereafter during the Outside Director's term.  On such
election, the cash compensation otherwise payable will be increased by 10% for
purposes of determining the number of Shares to be credited to such Outside
Director.

     If an Outside Director so elects to defer, there shall be credited to such
Outside Director a number of Shares equal to the amount of the deferral
(increased by 10% as described in the preceding sentence) divided by the fair
market value as determined by the closing price on the Nasdaq National Market on
the day in which the compensation would have been paid in the absence of a
deferral election.

     9.   WITHHOLDING TAXES.
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          9.1  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 requirements prior to the delivery of any
certificate or certificates for such Shares.  Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such payment will be
net of an amount sufficient to satisfy federal, state, and local withholding tax
requirements.

          9.2  Stock Withholding.  When, under applicable tax laws, a
               -----------------
Participant incurs tax liability in connection with the exercise or vesting of
any Award that is subject to tax 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 withholding tax
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.

     10.  TRANSFERABILITY.
          ---------------

          10.1 Except as otherwise provided in this Section 10, 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 with respect to Awards that are not ISOs.

          10.2 All Awards other than NQSO's.  All Awards other than NQSO's 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.

          10.3 NQSOs.  Unless otherwise restricted by the Committee, an NQSO
               -----
shall be exercisable: (i) during the Participant's lifetime only by (A) the
Participant, (B) the Participant's guardian or legal representative, (C) a
Family Member of the Participant who has acquired the NQSO by "permitted
transfer;" and (ii) after Participant's death, by the legal representative of
the Participant's heirs or legatees. "Permitted transfer" means, as authorized
by this Plan and the Committee in a Stock Option Agreement, any transfer
effected by the Participant during the Participant's lifetime of an interest in
such NQSO but only such transfers which are by gift or domestic relations order.
A permitted transfer does not include any transfer for value and neither of the
following are transfers for value: (a) a transfer under a domestic relations
order in

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settlement of marital property rights or (b) a transfer to an entity in which
more than fifty percent of the voting interests are owned by Family Members or
the Participant in exchange for an interest in that entity.

          10.4 Notwithstanding any provision in this Section 10 to the contrary,
any Award issued before the Shares are listed on a national securities exchange
or designated as a national market system security will not be transferable or
assignable by Participant, other than by will or by the laws of descent and
distribution, and may not be made subject to execution, attachment or similar
process.  During the lifetime of the Participant such Awards will be exercisable
only by the Participant or Participant's legal representative and any elections
with respect to such Awards may be made only by the Participant or Participant's
legal representative.

     11.  PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.
          -----------------------------------------------------

          11.1 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; provided, that if such
                                                        --------
Shares are Restricted Stock, then any new, additional or different securities
the Participant may become entitled to receive with respect to such Shares by
virtue of a stock dividend, stock split or any other change in the corporate or
capital structure of the Company will be subject to the same restrictions as the
Restricted Stock; provided, further, that the Participant will have no right to
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retain such stock dividends or stock distributions with respect to Shares that
are repurchased at the Participant's Purchase Price or Exercise Price pursuant
to Section 11.3.

          11.2 Financial Statements.  The Company will provide financial
               --------------------
statements to each Participant prior to such Participant's purchase of Shares
under this Plan, and to each Participant annually during the period such
Participant has Awards outstanding; provided, however, the Company will not be
                                    --------  -------
required to provide such financial statements to Participants whose services in
connection with the Company assure them access to equivalent information.

          11.3 Restrictions on Shares.  At the discretion of the Committee, the
               -----------------------
Company may reserve to itself and/or its assignee(s) in the Award Agreement a
right to repurchase a portion of or all Unvested Shares held by a Participant
following such Participant's Termination at any time within ninety (90) days
after the later of Participant's Termination Date and the date Participant
purchases Shares under this Plan, for cash and/or cancellation of purchase money
indebtedness, at the Participant's Exercise Price or Purchase Price, as the case
may be; provided that with respect to Awards granted before the Shares are
listed on a national securities exchange or designated as a national market
system security, unless the Participant is an officer, director or consultant of
the Company or of a Parent or Subsidiary of the Company, such right of
repurchase lapses at the rate of no less than twenty percent (20%) per year over
five (5) years from:  (a) the date of grant of the Option or (b) in the case of
Restricted Stock, the date the Participant purchases the Shares.

     12.  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.

     13.  ESCROW; PLEDGE OF SHARES.  To enforce any restrictions on a
          ------------------------
Participant's Shares, the Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Committee, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Committee may cause a
legend or legends referencing such restrictions to be placed on the
certificates.  Any Participant who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Participant's obligation to the
Company under the promissory note; provided, however, that the Committee may
                                   --------  -------
require or accept other or additional forms of collateral to secure the payment
of such obligation and, in any event, the Company will have full recourse
against the Participant under the promissory note notwithstanding any pledge of
the Participant's Shares or other collateral.  In connection with any pledge of
the Shares, Participant will be required to execute and deliver a written pledge
agreement in such form as the Committee will from time to time approve.  The
Shares purchased with the promissory note may be released from the pledge on a
pro rata basis as the promissory note is paid.

     14.  EXCHANGE AND BUYOUT OF AWARDS.  The Committee may, at any time or from
          -----------------------------
time to time, authorize the Company, with the consent of the respective
Participants, to issue new Awards in exchange for the surrender and cancellation
of any or all outstanding Awards.  The Committee may at any time buy from a
Participant an Award previously granted with payment in cash, Shares (including
Restricted Stock) or other consideration, based on such terms and conditions as
the Committee and the Participant may agree.

                                       7
<PAGE>

     15.  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.

     16.  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.

     17.  CORPORATE TRANSACTIONS.
          ----------------------

          17.1 Assumption or Replacement of Awards by Successor.  Except for
               ------------------------------------------------
automatic grants to Outside Directors pursuant to Section 8 hereof, 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 Subsection 17.1,
such Awards will accelerate and all Options will become exercisable in full
prior to the consummation of such transaction at such time and on such
conditions as the Committee will determine, and if such Options are not
exercised prior to the consummation of the corporate transaction, they shall
terminate at such time as determined by the Committee.

          17.2 Other Treatment of Awards.  Subject to any greater rights granted
               -------------------------
to Participants under the foregoing provisions of this Section 17, in the event
of the occurrence of any transaction described in Section 17.1, any outstanding
Awards will be treated as provided in the applicable agreement or plan of
merger, consolidation, dissolution, liquidation, or sale of assets.

          17.3 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
(except that the exercise price and the number and nature of Shares issuable
 ------
upon exercise of any such option will be adjusted appropriately pursuant to
Section 424(a) of the Code).  In the event the Company elects to grant a new
Option rather than assuming an existing option, such new Option may be granted
with a similarly adjusted Exercise Price.

     18.  ADOPTION AND STOCKHOLDER APPROVAL.  This Plan will become effective on
          ---------------------------------
the date that it is adopted by the Board (the "Effective Date").  This Plan
shall be approved by the stockholders of the Company (excluding

                                       8
<PAGE>

Shares issued pursuant to this Plan), consistent with applicable laws, within
twelve (12) months before or after the date this Plan is adopted by the Board.
Upon the Effective Date, the Committee may grant Awards pursuant to this Plan;
provided, however, that: (a) no Option may be exercised prior to initial
--------  -------
stockholder approval of this Plan; (b) no Option granted pursuant to an increase
in the number of Shares subject to this Plan approved by the Board will be
exercised prior to the time such increase has been approved by the stockholders
of the Company; (c) in the event that initial stockholder approval is not
obtained within the time period provided herein, all Awards granted hereunder
shall be cancelled, any Shares issued pursuant to any Awards shall be cancelled
and any purchase of Shares issued hereunder shall be rescinded; and (d) in the
event that stockholder approval of such increase is not obtained within the time
period provided herein, all Awards granted pursuant to such increase will be
cancelled, any Shares issued pursuant to any Award granted pursuant to such
increase will be cancelled, and any purchase of Shares pursuant to such increase
will be rescinded.

     19.  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 or, if earlier, the date of stockholder approval.  This
Plan and all agreements thereunder shall be governed by and construed in
accordance with the laws of the State of California.

     20.  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.

     21.  NONEXCLUSIVITY OF THE PLAN.  Neither the adoption of this Plan by the
          --------------------------
Board, the submission of this Plan to the stockholders of the Company for
approval, 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 stock options and bonuses otherwise than under this Plan, and such
arrangements may be either generally applicable or applicable only in specific
cases.

     22.  DEFINITIONS.  As used in this Plan, the following terms will have the
          -----------
following meanings:

          "Award" means any award under this Plan, including any Option or
Restricted Stock.

          "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.

          "Cause" means the commission of an act of theft, embezzlement, fraud,
dishonesty or a breach of fiduciary duty to the Company or a Parent or
Subsidiary 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.

          "Disability" means a disability, whether temporary or permanent,
partial or total, as determined by the Committee.

          "Exchange Act" means the Securities Exchange Act of 1934, as amended.

          "Exercise Price" means the price at which a holder of an Option may
purchase the Shares issuable upon exercise of the Option.

          "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;
                                                    -----------------------

                                       9
<PAGE>

          (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.

          "Family Member" includes any of the following:

          (a)  child, stepchild, grandchild, parent, stepparent, grandparent,
               spouse, former spouse, sibling, niece, nephew, mother-in-law,
               father-in-law, son-in-law, daughter-in-law, brother-in-law, or
               sister-in-law of the Participant, including any such person with
               such relationship to the Participant by adoption;

          (b)  any person (other than a tenant or employee) sharing the
               Participant's household;

          (c)  a trust in which the persons in (a) and (b) have more than fifty
               percent of the beneficial interest;

          (d)  a foundation in which the persons in (a) and (b) or the
               Participant control the management of assets; or

          (e)  any other entity in which the persons in (a) and (b) or the
               Participant own more than fifty percent of the voting interest.

          "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.

          "Option" means an award of an option to purchase Shares pursuant to
Section 5.

          "Outside Director" means a member of the Board who is not an employee
of the Company or any Parent or Subsidiary of the Company.

          "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 the factors selected by the Committee from
among the following measures to determine whether the performance goals
established by the Committee and applicable to Awards have been satisfied:

          (a)  Net revenue and/or net revenue growth;

          (b)  Earnings before income taxes and amortization and/or earnings
               before income taxes and amortization growth;

          (c)  Operating income and/or operating income growth;

          (d)  Net income and/or net income growth;

          (e)  Earnings per share and/or earnings per share growth;

          (f)  Total stockholder return and/or total stockholder return growth;

          (g)  Return on equity;

                                       10
<PAGE>

          (h)  Operating cash flow return on income;

          (i)  Adjusted operating cash flow return on income;

          (j)  Economic value added; and

          (k)  Individual confidential business objectives.

          "Performance Period" means the period of service determined by the
Committee, not to exceed five years, during which years of service or
performance is to be measured for Restricted Stock Awards.

          "Plan" means this Electronic Arts Inc. 2000 Equity Incentive Plan, as
amended from time to time.

          "Restricted Stock Award" means an award of Shares pursuant to Section
6.

          "SEC" means the Securities and Exchange Commission.

          "Securities Act" means the Securities Act of 1933, as amended.

          "Shares" means shares of the Company's Class B Common Stock reserved
for issuance under this Plan, as adjusted pursuant to Sections 2 and 17, 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, except that in no event may an Option be
exercised after the expiration of the term set forth in the Option agreement.
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.

                                       11
<PAGE>

[LOGO] ELECTRONIC ARTS(R)


                      2000 CLASS B EQUITY INCENTIVE PLAN



           As Adopted by the Board of Directors on January 27, 2000
      ==================================================================
               As approved by the Stockholders on March 22, 2000
      ==================================================================
                          As Amended, March 22, 2000



                      --------------------------------

                                   6,000,000
                      --------------------------------
                             Class B Common Stock
                      --------------------------------
                                $.01 par value

                      --------------------------------


     Electronic Arts Inc., a Delaware corporation (the "Company"), is offering
an aggregate of 6,000,000 shares of its authorized but unissued Class B common
stock to the Company's employees, officers and directors or any Parent or
Subsidiary of the Company pursuant to the terms and conditions of the Company's
2000 Class B Equity Incentive Plan, (the "Class B Plan") as described

     The securities represented hereby have not been registered under
     the Securities Act of 1933 (the "Act"), or under the securities
     laws of certain states. These securities are subject to
     restrictions on transferability and resale and may not be
     transferred or resold except as permitted under the securities
     act and applicable state securities laws pursuant to registration
     or exemption therefrom. Investors should be aware that they may
     be required to bear the financial risks of this investment for an
     indefinite period of time. The issuer of these securities may
     require an opinion of counsel in form and substance satisfactory
     to the issuer to the effect that any proposed transfer or resale
     is in compliance with the securities act and any applicable state
     securities laws.

                                      12
<PAGE>

INTRODUCTION

     This document relates to unexercised options to purchase shares of Class B
common stock of the Company granted or to be granted to the employees, officers
and directors of the Company under the Class B Plan.  A registration statement
with respect to such shares of Class B common stock (the "Registration
Statement") has not been filed with the Securities and Exchange Commission (the
"SEC").

     Additional information about the Class B Plan and the administrators can be
obtained by contacting the Stock Administration Department (650.628.1500).  The
address of the Company is 209 Redwood Shores Parkway, Redwood City, CA 94065.

---------------------------------------------------------------------
                    QUESTIONS AND ANSWERS ABOUT THE OPTIONS
---------------------------------------------------------------------



1.   What is the history of the Class B Plan?

     The Class B Plan was adopted by the Company's Board of Directors (the
"Board") on January 27, 2000 and was approved by the Company's stockholders and
 -----
amended by the Board on March 22, 2000.  Options may be granted pursuant to the
Class B Plan until January, 2010.

2.   What is the purpose of the Class B Plan?

     The purpose of the Class B Plan is to provide incentives to attract, retain
and motivate eligible persons whose present and potential contributions are
important to the success of EA.com, a subsidiary of the Company, its Parent and
Subsidiaries by offering such persons, like yourself, an opportunity to
participate in the Company's future performance through awards of Options and
Restricted Stock.  Capitalized terms not defined in this document are defined in
Section 22 of the Class B Plan.

3.   How are the Options administered?

     The Class B Plan is administered by the Compensation Committee of the Board
of Directors of the Company (referred to, along with the Board of Directors, as
the "Board" or the "Committee" as the context requires), whose address is the
same as that of the Company's principal executive offices. The Board designates
the optionees, exercise prices, vesting schedule, exercise periods and dates of
grants. The members of the Compensation Committee receive a yearly fee; no
additional compensation is paid for administering the Class B Plan. The Company
bears all expenses in connection with administration of the Class B Plan.

4.   Who is eligible to participate?

     Employees, officers and directors of the Company, its parent, if any, and
its subsidiaries may receive options under the Class B Plan.  The Committee, in
its discretion, determines which eligible individuals will receive options under
the Class B Plan, except for Automatic Grants to Outside Directors.

5.   What kind of options are there ?

     The Company can grant two kinds of options:

     (a)  "Nonqualified Stock Options" or ''NQSOs,'' where you will have to pay
          tax at the time of exercise on the difference between the exercise
          price and the fair market value, and where such difference is taxed at
          ordinary income rates; and

     (b)  "Incentive Stock Options" or "ISOs," where you may defer paying tax on
          the difference between the exercise price and the fair market value
          from the time of exercise until the stock is sold (assuming certain
          holding period requirements are met), and where the gain from the sale
          is taxed as capital gain.

     Because ISOs have tax advantages, they are generally subject to more legal
restrictions than NQSOs.  The primary restrictions on ISOs and the differences
between ISOs and NQSOs are discussed in a number of the answers in this
Prospectus and in "Tax Information and ERISA," below.

6.   What kind of options can I get?
<PAGE>

     If you are an employee of the Company, its parent or its subsidiaries, you
may get ISOs, NQSOs or both. If you are a non-employee director of the Company,
its parent or its subsidiaries or affiliated corporations, you may only receive
NQSOs.  At the present time the Committee is only approving NQSOs under the
Plan.

7.   Can I hold more than one option ?

     Yes.

8.   Is there a limit to the number or size of options I can get?
     Employees, who are not new employees receiving their first grant, may
receive up to 750,000 Shares in any calendar year.  New employees, who may also
be an officer or director of the Company, are eligible to receive up to a
maximum of 1,500,000 Shares in the calendar year in which they commence their
employment.  With respect to ISOs, the Class B Plan limits the aggregate fair
market value (determined as of the time the option is granted) of the shares
that may first become exercisable in any calendar year to not more than
$100,000.
<PAGE>

9.   When can I exercise options?

     The Board determines the vesting and exercisability of each option at the
date of grant. Only vested options may be exercised.  The vesting and
exercisability of your options is set forth on the first page of your option
grant or option agreement as well as your vesting schedule. With respect to
Options granted before the Shares are listed on a national market system
security, and subject to earlier termination of the Option as provided herein,
if you are not an officer or director of the Company or of a Parent or
Subsidiary of the Company, you shall have the right to exercise your Option at
the rate of no less than twenty percent (20%) per year over five (5) years from
the date such Option is granted.  Vesting and exercisability for first time
grants issued under the Class B Plan will be determined by the Board at the date
of grant.

10.  How long do I have to exercise?

     Most options must be exercised within ten years after the option grant date
for the Class B Plan.  If you own ten percent or more of the Company's
outstanding stock, your ISO under the Class B Plan will be granted for a term
not to exceed five years. Again, the Board determines the term of each option at
the date of grant (up to a maximum of ten years). The term of your option is set
forth on the first page of your option grant agreement.

11.  What determines my exercise price?

     The Board determines the exercise price of each option. This price is
stated in your option grant or agreement and the Class B Plan states the price
may not be less that 85% of the Fair Market Value on the date of grant. All ISO
grants may not be less than 100% of the Fair Market Value on the date of grant.
If you own ten percent or more of the Company's outstanding stock, your option
will be granted at an exercise price equal to at least 110% of the fair market
value of the shares at the time your option is granted.

     With respect to Options granted before the Shares are listed on NASDAQ
National Market System ("NASDAQ"), the Fair Market Value is determined in good
faith by the Board of Directors.

12.  How do I exercise my options?

     To exercise an option, you must deliver to the Stock Administration
department of the Company (a) a copy of the Stock Option Exercise Notice and
Agreement under the Class B Plan signed by you, and (b) full cash payment (U. S.
dollars) for the shares being purchased or, when authorized by the Board at the
time of the grant of the option under the Class B Plan, shares of fully paid
Common Stock of the Company or certain other forms of payment. The Company will
then issue a certificate representing the shares purchased.
<PAGE>

13.  Are there any restrictions on the resale of shares I purchase?

     No resale of Shares purchased under the Class B Plan will be available
unless such resale is in compliance with the Act, all applicable state
securities laws and the requirements of any stock exchange or national market
system upon which the Class B common shares may then be listed or as they are in
effect on the date of exercise. The Company shall 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 national market system, and the Company shall have no liability for
any inability or failure to do. In addition, if you are an affiliate of the
Company, you may not resell under the Registration Statement any shares
purchased on exercise of options. Such resales must be registered in a separate
registration statement or be effected in accordance with Rule 144 or another
available exemption under the 1933 Act. There may be tax consequences associated
with the sale or other disposition of shares. See "Tax Information and ERISA--
Tax Treatment of the Optionee," below.

14.  Can I transfer my options?

     Any Award granted under the Class B Plan before the Shares are listed on a
stock exchange or national market system will not be transferable or assignable
by you, and may not be made subject to execution, attachment or similar process,
other than by will or by the laws of descent and distribution or as determined
by the Committee.

     NQSOs. Unless otherwise restricted by Federal and State Securities laws and
     -----
the Committee, an NQSO shall be exercisable: (i) during your lifetime only by
you, your guardian or legal representative, or a member of your family who has
acquired the NQSO by "permitted transfer;" and (ii) after your death, by your
legal representative.

     "Permitted transfer" means, as authorized by this Plan and the Committee in
a Stock Option Agreement, any transfer by gift or domestic relations order. A
permitted transfer does not include any transfer for value and neither of the
following are transfers for value: (a) a transfer under a domestic relations
order in settlement of marital property rights or (b) a transfer to an entity in
which more than fifty percent of the voting interests are owned by Family
Members or the Participant in exchange for an interest in that entity.


15.  What happens if I leave the Company?


     In the event that your relationship with the Company is terminated for any
reason other than your death or disability, you will have the right to exercise
your options, to the extent (and only to the extent) that they would have been
exercisable upon the date of termination, within three (3) months after the date
of termination (or such shorter time period as may be specified in the Grant).

     In the event that your relationship with the Company is terminated because
of death or disability, you or your legal representative will have the right to
exercise your options, to the extent (and only to the extent) that they would
have been exercisable upon the date of termination, within twelve (12) months
after the date of termination (or such shorter time period as may be specified
in the Grant) but in any event no later than the expiration date of the Options.

     However, if your relationship with the Company is terminated for Cause,
you, your legal representative or such other person who may then hold your
Option, shall not be entitled to exercise your option.  In making this
determination, the Board will give you an opportunity to present to the Board
evidence on your behalf.  For the purposes of this paragraph, termination of
service shall be deemed to occur on the date when the Company gives you notice
that your service is terminated.

     The Committee will have the sole discretion to determine whether you have
ceased to provide services and the effective date on which you ceased to provide
services.

16.  Is the option an employment contract?

     No. The option grant or agreement does not impose any obligation whatsoever
upon you or the Company to continue your relationship with the Company. Such
relationship is terminable at will by you or the Company.

17.  Do my options get adjusted for future events?
<PAGE>

     If the Company issues additional securities to raise more capital, no
adjustments will be made. However, if there is a stock split, stock dividend or
similar change in the Company's capital structure without receipt of
consideration by the Company, the number of shares subject to and the exercise
price of your options will be adjusted accordingly. The number of shares
reserved under the Class B Plan will also be proportionately adjusted.

18.  What happens in a merger or consolidation ?

     For any options granted under the Class B Plan, (other than "Automatic
Grants to Outside Directors"), if there is a merger or consolidation in which
the Company is not the surviving entity, or if the Company dissolves or sells
substantially all of its assets or completes a "corporate transaction" under
Section 425(a) of the Internal Revenue Code of 1986, as amended (the "Code"),
then your options may be assumed by the successor corporation. If the successor
corporation, if any, refuses to assume the options or substitute equivalent
options, the options may accelerate and become immediately exercisable at times
and on terms that the Board determines.

19.  What happens to unexercised, expired options ?

     If your option granted under the Class B Plan is terminated for any reason
without being exercised in whole or in part or if it expires according to its
terms, the shares thereby released from your option will become available again
under the Class B Plan.

20.  Are there other Awards under the Class B Plan?

     Automatic Grants to Outside Directors   Under the Class B Plan, non-
     -------------------------------------
employee Directors receive a NQSO to purchase 8,000 shares upon re-election.
New Directors would receive a grant of 25,000 shares, under the Class B Plan.
Non-employee Directors may elect to receive all or part of their cash
compensation in the Company's Class B common stock.

     Restricted Stock  The Committee from time to time may offer Shares to an
     ----------------
eligible person that are subject to restrictions.  The Committee will determine
to whom an offer will be made, the number of Shares the person may purchase, the
price to be paid (which must be 100% of the Fair Market Value to a Ten Percent
Stockholder), the restrictions to which the Shares will be subject and all other
terms and conditions of the Award as determined in the Class B Plan.

21.  Who is on the Compensation Committee ?

     The Compensation Committee currently consists of Mr. Richard Asher, Mr.
William J. Byron and Mr. Daniel H. Case III, each of whom is an outside director
of the Company and is an affiliate of the Company. Other than as disclosed
herein (including disclosures in material incorporated by reference herein),
members of the Compensation Committee that administer the Class B Plan have no
material relationships with the Company, its employees or its affiliates.

22.  Who elects the Board and the Compensation Committee?

     The members of the full Board are elected each year at the Company's annual
meeting of stockholders and serve until the next annual meeting or until their
successors are elected and qualified. The stockholders may remove members of the
full Board from office by following certain voting procedures set forth in the
Company's By-laws and applicable corporate law. The members of the Compensation
Committee are chosen by the full Board and serve at its discretion.

23.  What if there is a dispute concerning the Class B Plan?

     Subject to the provisions of the Class B Plan, the Compensation Committee
has the authority to construe and interpret any of the provisions of the Class B
Plan or any options granted thereunder.  Such interpretations are binding on the
Company and on you.  Members of the Board can be contacted by writing to them at
the Company's principal executive offices to the attention of the Stock
Administration department.

24.  How can the Class B Plan change?

     Subject to the terms and conditions of the Class B Plan and applicable law,
the Board may modify, extend or renew outstanding options. The Board may
terminate or amend the Class B Plan in any respect provided it does not, without
stockholder approval, amend the Class B Plan in any manner that requires such
stockholder approval pursuant to the Code or the Securities Exchange Act of
1934, as amended (the "1934 Act") (including Rule 16b-3 promulgated thereunder).
Currently, this means that the Board must have stockholder approval among other
things, to increase the number of shares
<PAGE>

available under the Class B Plan, to change the class of persons eligible to
receive options or to make a change that materially increases the benefits
accruing to Class B Plan participants.

25.  Can I get additional information about the Class B Plan and my options?

     The full text of the Class B Plan is available electronically at the
Company's internal web site or by contacting Stock Administration. These
questions and answers are simply a guide to the principal provisions of the
Class B Plan and are qualified in their entirety by the wording of those
documents.

     You may also contact the Company's Stock Administration department with any
specific questions you may have regarding the Class B Plan or your individual
options or to request a report summarizing the amount and status of your
options.

26.  Can I receive information provided to stockholders?

     Yes.  If you are an optionee under the Class B Plan, material sent by the
Company to its stockholders is available to you by contacting the Stock
Administration department at the Company's headquarters.
<PAGE>

                           TAX INFORMATION AND ERISA


Introduction

     The following description of United States federal income tax consequences
associated with participation in the Class B Plan is based upon existing
statutes, regulations and interpretations as of the date of this document.
Because the currently applicable rules are complex and the tax laws may change
and because income tax consequences may vary depending upon the particular
circumstances of each participant, each participant should consult a tax advisor
concerning federal (and any state and local) income tax consequences of
participation in the Class B Plan. The following discussion does not purport to
describe state or local income tax consequences or tax consequences for
participants in countries other than the United States.

     Special tax rules apply to officers and directors of the company. See
"Special Considerations for Officers and Directors," below.

     Options so designated under the Class B Plan are intended to qualify as
ISOs. All options that are not designated as ISOs are intended to be NQSOs. The
Class B Plan is not qualified under Section 401(a) of the Code.

Tax Treatment of the Optionee

     Incentive Stock Options. The optionee will recognize no income upon grant
of an ISO and incur no tax on its exercise (unless the optionee is subject to
the alternative minimum tax described below). If the optionee holds the stock
acquired upon exercise of an ISO (the "ISO Shares") for more than one year after
the date the option was exercised and for more than two years after the date the
option was granted, the optionee generally will realize long-term capital gain
or loss (rather than ordinary income or loss) upon disposition of the ISO
Shares. This gain or loss will be equal to the difference between the amount
realized upon such disposition and the amount paid for the ISO Shares.

     If the optionee disposes of ISO Shares prior to the expiration of either
required holding period (a "disqualifying disposition"), the gain realized upon
such disposition up to the difference between the value of the ISO Shares on the
date of exercise (or, if less, the amount realized on a sale of such ISO Shares)
and the option exercise price, will be treated as ordinary income. Any
additional gain will be long-term or short-term capital gain, depending upon the
amount of time the ISO Shares were held by the optionee.

     Alternative Minimum Tax. The difference between the fair market value of
ISO Shares (measured as of the date of exercise) and the amount paid for the ISO
Shares is an adjustment to income for purposes of the alternative minimum tax.
The alternative minimum tax (imposed to the extent it exceeds the taxpayer's
regular tax) is 26% on an individual taxpayer's alternative minimum taxable
income up to $175,000, and 28% above that dollar amount. Alternative minimum
taxable income is determined by adjusting regular taxable income for certain
items, increasing that income by certain preference items and reducing this
amount by the applicable exemption amount ($45,000 in the case of a joint
return, subject to reduction under certain circumstances). If a disqualifying
disposition of the ISO Shares occurs in the same calendar year as exercise of
the ISO, there is no alternative minimum tax adjustment with respect to those
ISO Shares. Also, upon a sale of ISO Shares that is not a disqualifying
disposition, alternative minimum taxable income is reduced in the year of sale
by the excess of the fair market value of the ISO Shares at exercise over the
amount paid for the ISO Shares. Special rules apply where all or a portion of
the exercise price is paid by tendering shares of Class B common stock.

     Nonqualifying Stock Options. An optionee will not recognize any taxable
income at the time an NQSO is granted. However, upon exercise of an NQSO the
optionee will include in income as compensation an amount equal to the
difference between the fair market value of the shares on the date of exercise
and the optionee's purchase price.  The included amount will be treated as
ordinary income by the optionee and may be subject to income tax withholding by
the Company (either by payment in cash or withholding out of the optionee's
salary). Upon resale of the shares by the optionee, any subsequent appreciation
or depreciation in the value of the shares will be treated as capital gain or
loss. Special rules apply where all or a portion of the exercise price is paid
by tendering shares of Class B common stock.

     Revenue Reconciliation Act of 1993.  The Revenue Reconciliation Act of 1993
increased the alternative minimum tax from 24% to 26% on an individual
taxpayer's alternative minimum taxable income up to $175,000, and to 28% above
that dollar amount.  The Act also raised the exemption amount from $40,000 to
$45,000 in the case of a joint return.  These changes were effective for taxable
years ending after December 31, 1992.

     Special Consideration for Officers and Directors. Following is a discussion
of certain tax rules applicable to officers and directors of the Company.
Officers and directors should consult their tax advisors regarding these issues.
<PAGE>

     ISOs.  If an optionee is an officer or director of the Company who is
potentially subject to short-swing profits liability under Section 16(b) of the
1934 Act, ISO Shares that are purchased on exercise of an ISO less than six
months after the date of grant will be subject to special tax rules. Thus, in
the case of a disqualifying disposition the optionee will recognize ordinary
income equal to the difference between the fair market value of the ISO Shares
on the date six months after the date of grant (or, if less, the amount realized
on the sale of the ISO Shares) and the option exercise price unless the optionee
makes an election under Section 83(b) of the Code (an "83(b) election"). If the
optionee makes an 83(b) election the ordinary income is equal to the difference
between the fair market value on the date of exercise (or, if less, the amount
realized on the sale if the ISO Shares) and the option exercise price. Moreover,
for alternative minimum tax calculation purposes, unless the optionee makes an
83(b) election, the adjustment to income will be based on the difference between
fair market value of the ISO Shares on the date six months after the date of
grant and the option exercise price.

     NQSOs.  In the event of the exercise of an NQSO less than six months after
the date of grant, the optionee will include in income as compensation an amount
equal to the difference between the fair market value of the shares on the date
six months after the date of grant and the option exercise price unless the
optionee makes an 83(b) election. If the optionee makes an 83(b) election, the
optionee will include in income as compensation an amount equal to the
difference between the fair market value on the date of exercise and the option
exercise price.

     Exercises Within Six Months of a Section 16(b) Purchase.  If an affiliate
of the Company exercises an option more than six months from the date of grant
but within six months from the date of a prior purchase that does not constitute
an exempt purchase under Section 16(b) of the 1934 Act, it may be possible to
take the position that such prior purchase permits the affiliate to defer the
ordinary income (or, with respect to ISOs, any adjustment to income for
alternative minimum tax purposes) until six months from the date of the prior
purchase. However, it is not clear at this time whether the Internal Revenue
Service would agree with this position.

     Officers and directors should consult their tax advisors regarding these
issues and the advisability of filing an 83(b) election.


Tax Treatment of the Company

     The Company will be entitled to a deduction in connection with the exercise
of an NQSO by a domestic employee or director to the extent that the optionee
recognizes ordinary income. The Company will be entitled to a deduction in
connection with the disposition of ISO Shares only to the extent that the
optionee recognizes ordinary income on a disqualifying disposition of the ISO
Shares.


ERISA

     The Company believes that the Plans are not subject to any of the
provisions of the Employee Retirement Income Security Act of 1974.
<PAGE>

================================================================================

                             ELECTRONIC ARTS INC.
                        NONQUALIFIED STOCK OPTION GRANT

================================================================================
(First) (Middle) (Last)                                Emp#: (ID);
                                                             ----
(Add1)(Add2)(Add3),                                    Grant#: (Number)
                                                               --------
(City), (State) (Country) (Zip)                        Class: (Class)
                                                              -------

Location: (Location)
          ----------

================================================================================

     Electronic Arts Inc., a Delaware corporation, (the "Company") hereby grants
to the optionee named below (the "Optionee"), a non-qualified stock option (the
"Option") under the Company's 2000 Class B Equity Incentive Plan (the "Plan"),
to purchase the total number of shares set forth below of Class B common stock
of the Company (the "Option Shares") at the exercise price per share set forth
below (the "Exercise Price").  The option is subject to all the terms and
conditions of the Nonqualified Stock Option Grant including the terms and
conditions contained in the attached Appendix A (the "Grant") and the Plan, the
provisions of which are incorporated herein by reference.  The principal
features of the option are as follows:

<TABLE>
<S>                                               <C>
Number of Option Shares: (Sharesgranted)          Exercise Price per Share: (OptionPrice)

Date of Grant:           (OptDate)                Expiration Date:          (Exp_date_pd1)

Vest Start Date:         (OptDate)
</TABLE>

     Subject to the terms and conditions of the Plan and the Grant, the Option
shall vest 2% per month for 50 months on the 1st day of each calendar month
until the earlier of (1) the date the option becomes fully vested or (2) the
date the optionee ceases to be employed.  Optionee may first exercise the Option
with respect to the vested Option Shares on the first day of the 12th month from
Vest Start Date.  Optionee may then exercise the Option with respect to vested
Option Shares at any time until expiration or termination.

     An optionee shall be deemed to have worked a calendar month if optionee has
worked any portion of that month. Only vested options may be exercised.  Vesting
will be suspended during any unpaid leave of absence.

     PLEASE READ ALL OF APPENDIX A WHICH CONTAINS THE SPECIFIC TERMS AND
CONDITIONS OF THE OPTION.


ELECTRONIC ARTS INC.

/s/ E. Stanton McKee, Jr.
----------------------------------------------
E. Stanton McKee, Jr.
EVP, Chief Financial and Administrative Officer

ACCEPTANCE

Optionee hereby acknowledges that a copy of the Plan and a copy of the
Prospectus as amended are available upon request from the Stock Administration
department and can also be accessed electronically.  Optionee represents that
Optionee has read and understands the terms and conditions thereof, and accepts
the Option subject to all the terms and conditions of the Plan and the Grant.
Optionee acknowledges that there may be adverse tax consequences upon exercise
of the Option and that Optionee should consult a tax adviser prior to such
exercise.


___________________________
Optionee
<PAGE>

                                  Appendix A


                             ELECTRONIC ARTS INC.
         Nonqualified Stock Option (the "Option") Terms and Conditions
           Under the 2000 Class B Equity Incentive Plan (the "Plan")


1.   Form of Option Grant.  Each Option granted under the Plan shall be
     --------------------
evidenced by a written Stock Option Grant (the "Grant") in such form (which need
not be the same for each Optionee) as the Committee shall from time to time
approve, which Grant shall comply with and be subject to the terms and
conditions of the Plan.

2.   Date of Grant. The date of grant of the Option shall be the date on which
     -------------
the Committee makes the determination to grant such Option unless otherwise
specified by the committee. The Grant representing the Option will be delivered
to Optionee within a reasonable time after the granting of the Option. Copies of
the Plan and Prospectus are available electronically at http://internal.ea.com
                                                        ----------------------
(Legal&Stock/Stock Administration/Stock Option Plans) and can also be obtained
by contacting the Stock Administration Department.

3.   Exercise Price.  The exercise price of the Option shall be determined by
     --------------
the Committee on the date the Option is granted; provided that the exercise
price of the Option shall be not less than 100% of the Fair Market Value of the
Shares on the date the Option is granted.

4.   Exercise Period.  Options shall be exercisable within the times or upon the
     ---------------
events determined by the Committee as set forth in the Grant; provided, however,
that no Option shall be exercisable after the expiration of ten (10) years from
the date the Option is granted.

5.   Restrictions on Exercise.  Exercise of the Option is subject to the
     ------------------------
following limitations:

     (a)  The Option may not be exercised until the Plan has been approved by
the stockholders of the Company as set forth in the Plan.

     (b)  The Option may not be exercised unless such exercise is in compliance
with the Securities Act of 1933, as amended, the Exchange Act of 1934, as
amended, all applicable state securities laws, and the requirements of any stock
exchange or national market system on which the Company's Class B Common Stock
may be listed, as they are in effect on the date of exercise.

6.   Termination of Option.
     ---------------------

     (a)  Except as provided in this section, the Option shall terminate in
whole if Optionee ceases to be an employee of the Company and may not be
exercised to the extent terminated. If the Optionee ceases to be an employee of
the Company for any reason except by death or disability, the Option, to the
extent it is exercisable on the date on which the Optionee ceases to be an
employee (the "Termination Date"), may be exercised by the Optionee within three
(3) months after the Termination but in no event later than the Expiration Date.

     (b)  Except as provided in this section, the Option shall terminate in
part, if Optionee ceases to be a full time employee of the Company but remains
an employee of the Company, and may not be exercised to the extent terminated.
If the Optionee ceases to be a full time employee of the Company for any reason
other than disability, the Option, to the extent it is exercisable on the date
on which the Optionee ceases to be a full time employee, may be exercised by the
Optionee within three (3) months after the Termination Date, but in no event
later than the Expiration Date.

            (i)   An Optionee shall be deemed to be a "full time" employee if
Optionee works not less than 40 hours per week, unless prevailed upon by local
law.

            (ii)  Except as to the number of Option Shares for which the Option
terminates in accordance with subsection (a)(iii) below, the Option shall
continue to vest with respect to Option Shares in equal monthly amounts from the
termination date to the time the Optionee has been continuously employed 50
calendar months from the vest start date set forth in the Grant.

            (iii) The number of Option Shares for which the Option shall
terminate in accordance with this Paragraph will be determined by multiplying
the total number of Option Shares by the following fraction:

             40 minus [number of hours regularly worked per week]
             ----------------------------------------------------
                                      40
     (c)  Except as provided in this section, if Optionee transfers out of
EA.Com within twelve (12) months of the Date of Grant, this Option terminates in
full.

     (d)  If the Optionee's employment with the Company is terminated because of
the death of the Optionee or disability of the Optionee within the meaning of
Section 22(e)(3) of the Code, the Option, to the extent that it is exercisable
on the Termination Date, may be exercised by the Optionee (or the Optionee's
legal representative) at any time prior to the expiration of twelve (12) months
after the Termination Date, but in any event no later than the Expiration Date.

     (e)  Notwithstanding the provisions in Paragraph 6(a) above, if the
Optionee's employment with the Company is terminated for Cause, the Option with
respect to any Shares whatsoever, after termination of service, may not be
exercised.

     (f)  Nothing in the Plan or the Grant shall confer on Optionee any right to
continue in the employ of, or other relationship with, the Company or any
Parent, Subsidiary or Affiliate of the Company or limit in any way the right of
the Company or any Parent, Subsidiary or Affiliate of the Company to terminate
Optionee's employment or other relationship at any time, with or without cause.

7.   Manner of Exercise.
     -------------------
<PAGE>

     (a)  The Option shall be exercisable only by delivery to the Company of a
written Stock Option Exercise Agreement in the form attached hereto as Exhibit
                                                                       -------
A, or in such other form as may be approved by the Board of Directors of the
-
Company, stating the number of Shares being purchased, the restrictions imposed
on the Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Optionee's investment intent and access
to information and other matters, if any, as may be required or desirable by the
Company to comply with applicable securities laws.

     (b)  Such notice shall be accompanied by full payment of the Exercise Price
(i) in cash; (ii) provided that a public market for the Company's stock exists,
the Option shall be exercisable through a "same day sale" commitment from
Optionee and a broker-dealer that is a member of the National Association of
Securities Dealers (an "NASD Dealer") whereby Optionee irrevocably elects to
exercise the Option and to sell a portion of the Shares so purchased sufficient
to pay for the total Exercise Price and whereby the NASD Dealer irrevocably
commits upon receipt of such Shares to forward the total Exercise Price directly
to the Company.

     (c)  Prior to the issuance of the Option Shares upon exercise of the
Option, the Optionee must pay or make adequate provision for any applicable
federal, state, or provincial withholding obligations of the Company.

     (d)  Provided that such notice and payment are in form and substance
satisfactory to counsel for the Company, the Company shall issue the Option
Shares registered in the name of the Optionee or the Optionee's legal
representative bearing the appropriate legends.

8.   Compliance with Laws and Regulations. Optionee understands and acknowledges
     ------------------------------------
that the Shares have not been registered with the SEC under the Securities Act
and that, notwithstanding any other provision of the Grant to the contrary, the
exercise of any rights to purchase any Shares is expressly conditioned upon
compliance with the Securities Act and all applicable state securities laws.
Optionee agrees to cooperate with the Company to ensure compliance with such
laws.

9.   Transferability of Option.
     -------------------------

     (a)  Optionee understands that Optionee may not transfer any Shares unless
such Shares are registered under the Securities Act or qualified under
applicable state securities laws or unless, in the opinion of counsel to the
Company, exemptions from such registration and qualification requirements are
available.  Optionee understands that only the Company may file a registration
statement with the SEC and that the Company is under no obligation to do so with
respect to the Shares.  Optionee has also been advised that exemptions from
registration and qualification may not be available or may not permit Optionee
to transfer all or any of the Shares in the amounts or at the times proposed by
Optionee.

     (b)  The issuance and transfer of Option Shares shall be subject to
compliance by the Company and the Optionee 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 Class B Common Stock
may be listed at the time of such issuance or transfer.

     (c)  Notwithstanding the provisions in Paragraph 9 above, or unless
otherwise restricted by the Committee, this Option shall be exercisable: (i)
during the Optionee's lifetime only by the Optionee, the Optionee's guardian or
legal representative or a Family Member of the Optionee who has acquired the
NQSO by "permitted transfer" (as defined in the Plan); and (ii) after Optionee's
death, by the legal representative of the Optionee's heirs or legatees. The
terms of the Option shall be binding upon the executors, administrators,
successors and assigns of the Optionee.

10.  Tax Consequences.  Set forth below is a brief summary as of the date the
     ----------------
form of grant was adopted of  some of the federal and California tax
consequences of exercise of the Option and disposition of the Shares.
Additional information is included in the Prospectus for the Plan, as amended.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE.  OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THE
OPTION OR DISPOSING OF THE SHARES.

     (a)  Exercise.  Upon exercise, Optionee will recognize compensation income
          --------
(taxable at ordinary income tax rates) equal to the excess, if any, of the fair
market value of the Shares on the date of exercise over the Exercise Price.  The
Company may  be required to withhold from Optionee's compensation or collect
from Optionee and pay to the applicable taxing authorities an amount equal to a
percentage of this compensation income at the time of exercise.

     (b)  Disposition of the Shares. No resale of Shares purchased under the
          -------------------------
Class B Plan will be available unless such resale is in compliance with the Act,
all applicable state securities laws and the requirements of any stock exchange
or national market system upon which the Class B common shares may then be
listed or as they are in effect on the date of exercise. The Company shall 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 national market system, and the Company shall
have no liability for any inability or failure to do. In addition, if Optionee
is an affiliate of the Company, Optionee may not resell under the Registration
Statement any shares purchased on exercise of options. Such resales must be
registered in a separate registration statement or be effected in accordance
with Rule 144 or another available exemption under the 1933 Act. For federal tax
purposes, if the Shares are held for less than twelve (12) months after the date
of transfer of the Shares pursuant to the exercise of a nonqualified stock
option, any gain realized on the disposition of the Shares will be treated as a
short-term capital gain. If the Shares are held for more than twelve (12) months
any such gain will be treated as long-term capital gain.
<PAGE>

11.  Interpretation.  Any dispute regarding the interpretation of this agreement
     --------------
shall be submitted by Optionee or the Company forthwith to the Company's Board
of Directors or the committee thereof that administers the Plan, 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 Company and
on Optionee.

12.  Entire Agreement.  The Exercise Notice and Agreement attached as Exhibit A
     ----------------
and the Plan available upon request from the Stock Administration department and
also accessible electronically is incorporated herein by reference.  The Grant,
the Plan and the Exercise Notice and Agreement constitute the entire agreement
of the parties and supersede all prior undertakings and agreements with respect
to the subject matter hereof.
<PAGE>

                  STOCK OPTION EXERCISE NOTICE AND AGREEMENT


Electronic Arts Inc.
209 Redwood Shores Parkway
Redwood City, CA 94065
Attention:  Stock Administrator


     1.   Exercise of Option.  The undersigned ("Optionee") hereby elects to
          ------------------                     --------
exercise Optionee's option to purchase _________ shares of the Common Stock (the
"Option Shares") of Electronic Arts Inc. (the "Company") under and pursuant to
 -------------                                 -------
the Company's ___ Stock Option Plan (the "Plan") and the stock option grant
                                          ----
dated _____________ (the "Grant"). The terms and conditions of the Plan and the
                          -----
Grant are hereby incorporated into and made a part of this Agreement by this
reference.

     2.   Representations of Optionee.  Optionee hereby acknowledges, represents
          ---------------------------
and warrants that Optionee has received, read and understood the Plan and the
Grant and will abide by and be bound by their terms and conditions.

     3.   Compliance with Securities Laws.  Optionee understands and
          -------------------------------
acknowledges that the exercise of any rights to purchase any Option Shares is
expressly conditioned upon compliance with the Securities Act of 1933, the
Exchange Act of 1934, the requirements of any stock exchange or national market
system on which the Company's stock may be listed, and all applicable state
securities laws.  Optionee agrees to cooperate with the Company to ensure
compliance with such laws.

     4.   Stop Transfer Notices.  Optionee understands and agrees that the
          ---------------------
Company may issue appropriate "stop transfer" instructions to its transfer agent
to ensure compliance with the restrictions on transfer.

     5.   Tax Consequences.  OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER
          ----------------
ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF
THE OPTION SHARES.  OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX
CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE OPTION SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.  IN PARTICULAR, IF OPTIONEE IS AN INSIDER SUBJECT TO SECTION
16(B) OF THE EXCHANGE ACT, OPTIONEE REPRESENTS THAT OPTIONEE HAS CONSULTED WITH
OPTIONEE'S TAX ADVISERS CONCERNING THE ADVISABILITY OF FILING AN 83(B) ELECTION
WITH THE INTERNAL REVENUE SERVICE.

     6.   Delivery of Payment.  Optionee herewith delivers to the Company the
          -------------------
aggregate purchase price of the Option Shares that Optionee has elected to
purchase and has made provision for the payment of any federal or state
withholding taxes required to be paid or withheld by the Company.

     7.   Entire Agreement.  This Exercise Agreement, the Plan and the Grant
          ----------------
constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Optionee with respect
to the subject matter hereof, and is governed by California law except for that
body of law pertaining to conflict of laws.


Submitted by:                           Accepted by:

OPTIONEE: ______________________        ELECTRONIC ARTS INC.
               (Print Name)

________________________________        By:__________________________________
         (Signature)                         Ruth A. Kennedy
                                        Its: Senior Vice President, General
                                             Counsel

Dated:__________________________        Dated:______________________
<PAGE>

                             ELECTRONIC ARTS INC.

                      2000 CLASS B EQUITY INCENTIVE PLAN

                      RESTRICTED STOCK PURCHASE AGREEMENT

     This Restricted Stock Purchase Agreement (the "Purchase Agreement") is made
and entered into as of _________________________ (the "Effective Date") by and
between Electronic Arts Inc., a Delaware corporation (the "Company"), and the
purchaser named below (the "Purchaser").  Capitalized terms not defined herein
shall have the meanings ascribed to them in the Electronic Arts 2000 Class B
Equity Incentive Plan (the "Plan").


Purchaser:  (First) (Middle) (Last)

Address:  (Add1)(Add2)(Add3), (City), (State) (Zip)

Total Number of Shares:   (Sharesgranted)

Purchase Price Per Share: (OptionPrice)

Date of Grant:            (OptDate)

Expiration Date:          (Exp_date_pd1)


     1.   Purchase of Restricted Shares.
          -----------------------------

          1.1  Purchase.  Pursuant to purchase of that certain Restricted Stock
               --------
Purchase Grant (the "Grant") granted to Purchaser under the Plan and subject to
the terms and conditions of this Purchase Agreement, Purchaser hereby purchases
from the Company, and the Company hereby sells to Purchaser, the Total Number of
Shares set forth above (the "Shares") of the Company's Class B Common Stock ,
$.01 par value per share, at the Purchase Price Per Share set forth above (the
"Purchase Price").  As used in this Purchase Agreement, the term "Shares" refers
to the Shares purchased under this Purchase Agreement and includes all
securities received (i) in replacement of the Shares, (ii) as a result of stock
dividends or stock splits with respect to the Shares, and (iii) all securities
received in replacement of the Shares in a merger, recapitalization,
reorganization or similar corporate transaction.

          1.2  Title to Shares.  The exact spelling of the name(s) under which
               ---------------
Purchaser will take title to the Shares is:

               ________________________________________________________________

               ________________________________________________________________

          Purchaser desires to take title to the Shares as follows:

               [_]  Individual, as separate property

               [_]  Husband and wife, as community property

               [_]  Joint Tenants

               [_]  Other; please specify: ___________________________________

          1.3  Payment.  Purchaser hereby delivers payment of the Purchase Price
               -------
in the manner permitted in the Restricted Stock  Grant as follows (check and
complete as appropriate):

               [_]  in cash (by check) in the amount of $____________, receipt
                    of which is acknowledged by the Company;

               [_]  by tender of a Full Recourse Promissory Note in the
                    principal amount of $__________, having such terms as may be
                    approved by the Committee and bearing interest at a rate
                    sufficient to avoid imputation of income under Sections 483
                    and 1274 of the Code and secured by a Pledge Agreement
                    herewith; provided, however, that Purchasers who are not
<PAGE>

                    employees or directors of the Company shall not be entitled
                    to purchase Shares with a promissory note unless the note is
                    adequately secured by collateral other than the Shares;
                    provided, further, that the portion of the Purchase Price
                    equal to the par value of the Shares must be paid in cash or
                    other legal consideration permitted by Delaware General
                    Corporation Law;

               [_]  or by a combination of the foregoing.

     2.   Delivery.
          --------

          2.1  Deliveries by Purchaser.  Purchaser hereby delivers to the
               -----------------------
Company (i) this Purchase Agreement, (ii) two (2) copies of a blank Stock Power
and Assignment Separate from Stock Certificate in the form of Exhibit 1 attached
                                                              ---------
hereto (the "Stock Powers"), both executed by Purchaser (and Purchaser's spouse,
if any), (iii) if Purchaser is married, a Consent of Spouse in the form of
Exhibit 2 attached hereto (the "Spouse Consent") executed by Purchaser's spouse,
---------
and one or more of the following:

               (a)  the Purchase Price and payment for par value of the Shares
          and any applicable tax obligations in the form of a check, a copy of
          which is attached hereto as Exhibit 3;
                                      ----------

               (b)  a Secured Full Recourse Promissory Note in the form attached
          hereto as Exhibit 4;
                    ----------

               (c)  a Stock Pledge Agreement in the form attached hereto as
          Exhibit 5 executed by Purchaser (the "Pledge Agreement")
          ---------

          2.2  Deliveries by the Company.  Upon its receipt of the Purchase
               -------------------------
Price, payment for par value and any applicable tax obligations and all the
documents to be executed and delivered by Purchaser to the Company under Section
2.1, the Company will issue a duly executed stock certificate evidencing the
Shares in the name of Purchaser to be placed in escrow as provided in Section 10
to secure payment of Purchaser's obligation to the Company under a promissory
note, if any and until expiration or termination of the Company's Repurchase
Grant described in Section 8.

     3.   Representations and Warranties of Purchaser.  Purchaser represents and
          -------------------------------------------
warrants to the Company that:

          3.1  Agrees to Terms of the Plan.  Purchaser has received a copy of
               ---------------------------
the Plan and the Restricted Stock Grant, has read and understands the terms of
the Plan, the Restricted Stock  Grant and this Purchase Agreement, and agrees to
be bound by their terms and conditions.  Purchaser acknowledges that there may
be adverse tax consequences upon purchase of the Grant or disposition of the
Shares, and that Purchaser should consult a tax adviser prior to such purchase
or disposition.

          3.2  Purchase for Own Account for Investment.  Purchaser is purchasing
               ---------------------------------------
the Shares for Purchaser's own account for investment purposes only and not with
a view to, or for sale in connection with, a distribution of the Shares within
the meaning of the Securities Act.  Purchaser has no present intention of
selling or otherwise disposing of all or any portion of the Shares and no one
other than Purchaser has any beneficial ownership of any of the Shares.

          3.3  Access to Information.  Purchaser has had access to all
               ---------------------
information regarding the Company and its present and prospective business,
assets, liabilities and financial condition that Purchaser reasonably considers
important in making the decision to purchase the Shares, and Purchaser has had
ample opportunity to ask questions of the Company's representatives concerning
such matters and this investment.

          3.4  Understanding of Risks.  Purchaser is fully aware of:  (i) the
               ----------------------
highly speculative nature of the investment in the Shares; (ii) the financial
hazards involved; (iii) the lack of liquidity of the Shares and the restrictions
on transferability of the Shares (e.g., that Purchaser may not be able to sell
                                  ----
or dispose of the Shares or use them as collateral for loans); (iv) the
qualifications and backgrounds of the management of the Company; and (v) the tax
consequences of investment in the Shares.  Purchaser is capable of evaluating
the merits and risks of this investment, has the ability to protect Purchaser's
own interests in this transaction and is financially capable of bearing a total
loss of this investment.

          3.5  No General Solicitation.  At no time was Purchaser presented with
               -----------------------
or solicited by any publicly issued or circulated newspaper, mail, radio,
television or other form of general advertising or solicitation in connection
with the offer, sale and purchase of the Shares.

     4.   Compliance with Securities Laws.
          -------------------------------
<PAGE>

          4.1  Compliance with U.S. Federal Securities Laws. Purchaser
               --------------------------------------------
understands and acknowledges that the Shares have not been registered with the
SEC under the Securities Act and that, notwithstanding any other provision of
the Restricted Stock Grant to the contrary, the purchase of any rights to
purchase any Shares is expressly conditioned upon compliance with the Securities
Act and all applicable state securities laws. Purchaser agrees to cooperate with
the Company to ensure compliance with such laws. The Shares are being issued
under the Securities Act pursuant to the exemption provided by SEC Rule 701.

          4.2  Compliance with California Securities Laws.  THE PLAN, THE
               ------------------------------------------
RESTRICTED STOCK  GRANT, AND THIS PURCHASE AGREEMENT ARE INTENDED TO COMPLY WITH
SECTION 25102(o) OF THE CALIFORNIA CORPORATIONS CODE AND ANY RULES (INCLUDING
COMMISSIONER RULES, IF APPLICABLE) OR REGULATIONS PROMULGATED THEREUNDER BY THE
CALIFORNIA DEPARTMENT OF CORPORATIONS (THE "REGULATIONS").  ANY PROVISION OF
THIS PURCHASE AGREEMENT WHICH IS INCONSISTENT WITH SECTION 25102(o) SHALL,
WITHOUT FURTHER ACT OR AMENDMENT BY THE COMPANY OR THE BOARD, BE REFORMED TO
COMPLY WITH THE REQUIREMENTS OF SECTION 25102(o).  THE SALE OF THE SECURITIES
THAT ARE THE SUBJECT OF THIS PURCHASE AGREEMENT, IF NOT YET QUALIFIED WITH THE
CALIFORNIA COMMISSIONER OF CORPORATIONS AND NOT EXEMPT FROM SUCH QUALIFICATION,
IS SUBJECT TO SUCH QUALIFICATION, AND THE ISSUANCE OF SUCH SECURITIES, AND THE
RECEIPT OF ANY PART OF THE CONSIDERATION THEREFOR PRIOR TO SUCH QUALIFICATION IS
UNLAWFUL UNLESS THE SALE IS EXEMPT.  THE RIGHTS OF THE PARTIES TO THIS PURCHASE
AGREEMENT ARE EXPRESSLY CONDITIONED UPON SUCH QUALIFICATION BEING OBTAINED OR AN
EXEMPTION BEING AVAILABLE.

     5.   Restricted Securities.
          ---------------------

          5.1  No Transfer Unless Registered or Exempt.  Purchaser understands
               ---------------------------------------
that Purchaser may not transfer any Shares unless such Shares are registered
under the Securities Act or qualified under applicable state securities laws or
unless, in the opinion of counsel to the Company, exemptions from such
registration and qualification requirements are available.  Purchaser
understands that only the Company may file a registration statement with the SEC
and that the Company is under no obligation to do so with respect to the Shares.
Purchaser has also been advised that exemptions from registration and
qualification may not be available or may not permit Purchaser to transfer all
or any of the Shares in the amounts or at the times proposed by Purchaser.

          5.2  SEC Rule 144.  In addition, Purchaser has been advised that SEC
               ------------
Rule 144 promulgated under the Securities Act, which permits certain limited
sales of unregistered securities, is not presently available with respect to the
Shares and, in any event, requires that the Shares be held for a minimum of one
(1) year, and in certain cases two (2) years, after they have been purchased and
                                                                             ---
paid for (within the meaning of Rule 144). Purchaser understands that any Shares
--------
paid for with a promissory note may not be deemed to be fully "paid for" within
the meaning of Rule 144 unless certain conditions are met and that, accordingly,
the Rule 144 holding period of such Shares may not begin to run until such
Shares are fully paid for within the meaning of Rule 144.  Purchaser understands
that Rule 144 may indefinitely restrict transfer of the Shares so long as
Purchaser remains an "affiliate" of the Company or if "current public
information" about the Company (as defined in Rule 144) is not publicly
available.

          5.3  SEC Rule 701.  The Shares are issued pursuant to SEC Rule 701
               ------------
promulgated under the Securities Act and may become freely tradeable by non-
affiliates (under limited conditions regarding the method of sale) ninety (90)
days after the first sale of Class B Common Stock of the Company to the general
public pursuant to a registration statement filed with and declared effective by
the SEC, subject to the lengthier market standoff agreement contained in Section
7 of this Purchase Agreement or any other agreement entered into by Purchaser.
Affiliates must comply with the provisions (other than the holding period
requirements) of Rule 144.

     6.   Restrictions on Transfers.
          -------------------------

          6.1  Disposition of Shares.  Purchaser hereby agrees that Purchaser
               ---------------------
shall make no disposition of the Shares (other than as permitted by this
Purchase Agreement) unless and until:

               (a)  Purchaser shall have notified the Company of the proposed
disposition and provided a written summary of the terms and conditions of the
proposed disposition;

               (b)  Purchaser shall have complied with all requirements of this
Purchase Agreement applicable to the disposition of the Shares;
<PAGE>

               (c)  Purchaser shall have provided the Company with written
assurances, in form and substance satisfactory to counsel for the Company, that
(i) the proposed disposition does not require registration of the Shares under
the Securities Act or (ii) all appropriate actions necessary for compliance with
the registration requirements of the Securities Act or of any exemption from
registration available under the Securities Act (including Rule 144) have been
taken; and

               (d)  Purchaser shall have provided the Company with written
assurances, in form and substance satisfactory to the Company, that the proposed
disposition will not result in the contravention of any transfer restrictions
applicable to the Shares pursuant to the provisions of the Regulations referred
to in Section 4.2 hereof.

          6.2  Restriction on Transfer.  Purchaser shall not transfer, assign,
               -----------------------
grant a lien or security interest in, pledge, hypothecate, encumber or otherwise
dispose of any of the Shares which are subject to the Company's Repurchase Grant
described below, except as permitted by this Purchase Agreement.

          6.3  Transferee Obligations.  Each person (other than the Company) to
               ----------------------
whom the Shares are transferred by means of one of the permitted transfers
specified in this Purchase Agreement must, as a condition precedent to the
validity of such transfer, acknowledge in writing to the Company that such
person is bound by the provisions of this Purchase Agreement and that the
transferred Shares are subject to  (i) the Company's Repurchase Grant granted
hereunder and (ii) the market stand-off provisions of Section 7 hereof, to the
same extent such Shares would be so subject if retained by the Purchaser.

     7.   Market Standoff Agreement.  Purchaser agrees in connection with any
          -------------------------
registration of the Company's securities that, upon the request of the Company
or the underwriters managing any public offering of the Company's securities,
Purchaser will not sell or otherwise dispose of any Shares without the prior
written consent of the Company or such underwriters, as the case may be, for
such period of time (not to exceed one hundred eighty (180) days) after the
effective date of such registration requested by such managing underwriters and
subject to all restrictions as the Company or the underwriters may specify.
Purchaser further agrees to enter into any agreement reasonably required by the
underwriters to implement the foregoing.

     8.   Company's Repurchase Option for Unvested Shares.  The Company, or its
          -----------------------------------------------
assignee, shall have the option to repurchase all or a portion of the
Purchaser's Unvested Shares (as defined in Section 2.2 of the Restricted Stock
Grant) on the terms and conditions set forth in this Section  (the "Repurchase
Option") if Purchaser is Terminated (as defined in the Plan) for any reason, or
no reason, including without limitation, Purchaser's death, Disability (as
defined in the Plan), voluntary resignation or termination by the Company with
or without Cause.  Notwithstanding the foregoing, the Company shall retain the
Repurchase Option for Unvested Shares only as to that number of Unvested Shares
(whether or not purchased) that exceeds the number of shares which remain
unpurchased.

          8.1  Termination and Termination Date.  In case of any dispute as to
               --------------------------------
whether Purchaser is Terminated, the Committee shall have discretion to
determine whether Purchaser has been Terminated and the effective date of such
Termination (the "Termination Date").

          8.2  Exercise of Repurchase Option.  At any time within ninety (90)
               -----------------------------
days after the Purchaser's Termination Date (or, in the case of securities
issued upon purchase of a Grant after the Purchaser's Termination Date, within
ninety (90) days after the date of such purchase), the Company, or its assignee,
may elect to repurchase any or all the Purchaser's Unvested Shares by giving
Purchaser written notice of purchase of the Repurchase Option.

          8.3  Calculation of Repurchase Price for Unvested Shares.  The Company
               ---------------------------------------------------
or its assignee shall have the option to repurchase from Purchaser (or from
Purchaser's personal representative as the case may be) the Unvested Shares at
the Purchaser's Purchase Price, proportionately adjusted for any stock split or
similar change in the capital structure of the Company as set forth in Section
2.2 of the Plan (the "Repurchase Price").

          8.4  Payment of Repurchase Price.  The Repurchase Price shall be
               ---------------------------
payable, at the option of the Company or its assignee, by check or by
cancellation of all or a portion of any outstanding indebtedness owed by
Purchaser to the Company or such assignee, or by any combination thereof.  The
Repurchase Price shall be paid without interest within sixty (60) days after
purchase of the Repurchase Option.

          8.5  Right of Termination Unaffected.  Nothing in this Purchase
               -------------------------------
Agreement shall be construed to limit or otherwise affect in any manner
whatsoever the right or power of the Company (or any Parent or Subsidiary of the
Company) to terminate Purchaser's employment or other relationship with Company
(or the Parent or Subsidiary of the Company) at any time, for any reason or no
reason, with or without Cause.
<PAGE>

     9.   Escrow.  As security for Purchaser's faithful performance of this
          ------
Purchase Agreement, Purchaser agrees, immediately upon receipt of the stock
certificate(s) evidencing the Shares, to deliver such certificate(s), together
with the Stock Powers executed by Purchaser and by Purchaser's spouse, if any
(with the date and number of Shares left blank), to the Secretary of the Company
or other designee of the Company (the "Escrow Holder"), who is hereby appointed
to hold such certificate(s) and Stock Powers in escrow and to take all such
actions and to effectuate all such transfers and/or releases of such Shares as
are in accordance with the terms of this Purchase Agreement.  Purchaser and the
Company agree that Escrow Holder will not be liable to any party to this
Purchase Agreement (or to any other party) for any actions or omissions unless
Escrow Holder is grossly negligent or intentionally fraudulent in carrying out
the duties of Escrow Holder under this Purchase Agreement.  Escrow Holder may
rely upon any letter, notice or other document executed with any signature
purported to be genuine and may rely on the advice of counsel and obey any order
of any court with respect to the transactions contemplated by this Purchase
Agreement.  The Shares will be released from escrow upon termination of the
Repurchase Option; provided, however, that the if the Shares are subject to a
                   --------  -------
Pledge Agreement, the Shares will remain in escrow so long as they are subject
to the Pledge Agreement.

     10.  Restrictive Legends and Stop-Transfer Orders.
          --------------------------------------------

          10.1 Legends.  Purchaser understands and agrees that the Company will
               -------
place the legends set forth below or similar legends on any stock certificate(s)
evidencing the Shares, together with any other legends that may be required by
state or U.S. Federal securities laws, the Company's Certificate of
Incorporation or Bylaws, any other agreement between Purchaser and the Company
or any agreement between Purchaser and any third party:

          THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
          UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OF CERTAIN
          STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
          TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR
          RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND
          APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
          OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
          MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
          INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF
          THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM
          AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT
          ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE
          SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO
          CERTAIN RESTRICTIONS ON PUBLIC RESALE AND TRANSFER,
          [INCLUDING THE RIGHT OF REPURCHASE AND RIGHT OF FIRST
          REFUSAL GRANTS HELD BY THE ISSUER AND/OR ITS ASSIGNEE(S)] AS
          SET FORTH IN A RESTRICTED STOCK PURCHASE AGREEMENT BETWEEN
          THE ISSUER AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY
          OF WHICH MAY BE OBTAINED AT THE PRINCIPAL OFFICE OF THE
          ISSUER. SUCH PUBLIC SALE AND TRANSFER RESTRICTIONS
          [INCLUDING THE RIGHT OF REPURCHASE] ARE BINDING ON
          TRANSFEREES OF THESE SHARES.

          THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
          180 DAY MARKET STANDOFF RESTRICTION AS SET FORTH IN A
          CERTAIN AGREEMENT BETWEEN THE ISSUER AND THE ORIGINAL HOLDER
          OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE
          PRINCIPAL OFFICE OF THE ISSUER. AS A RESULT OF SUCH
          AGREEMENT, THESE SHARES MAY NOT BE TRADED PRIOR TO 180 DAYS
          AFTER THE EFFECTIVE DATE OF THE INITIAL PUBLIC OFFERING OF
          THE CLASS B COMMON STOCK OF THE ISSUER HEREOF. SUCH
          RESTRICTION IS BINDING ON TRANSFEREES OF THESE SHARES.

          10.2 Stop-Transfer Instructions.  Purchaser agrees that, to ensure
               --------------------------
compliance with the restrictions imposed by this Purchase Agreement, the Company
may issue appropriate "stop-transfer" instructions to its transfer agent, if
any, and if the Company transfers its own securities, it may make appropriate
notations to the same effect in its own records.

          10.3 Refusal to Transfer.  The Company will not be required (i) to
               -------------------
transfer on its books any Shares that have been sold or otherwise transferred in
violation of any of the provisions of this Purchase Agreement or (ii) to treat
as
<PAGE>

owner of such Shares, or to accord the right to vote or pay dividends to any
purchaser or other transferee to whom such Shares have been so transferred.

     11.  Tax Consequences.  PURCHASER UNDERSTANDS THAT PURCHASER MAY SUFFER
          ----------------
ADVERSE TAX CONSEQUENCES AS A RESULT OF PURCHASER'S PURCHASE OR DISPOSITION OF
THE SHARES. PURCHASER REPRESENTS: (i) THAT PURCHASER HAS CONSULTED WITH ANY TAX
ADVISER THAT PURCHASER DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR
DISPOSITION OF THE SHARES AND (ii) THAT PURCHASER IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE. IN PARTICULAR, IF UNVESTED SHARES ARE SUBJECT TO REPURCHASE
BY THE COMPANY, PURCHASER REPRESENTS THAT PURCHASER HAS CONSULTED WITH
PURCHASER'S OWN TAX ADVISER CONCERNING THE ADVISABILITY OF FILING AN 83(b)
ELECTION WITH THE INTERNAL REVENUE SERVICE WHICH MUST BE FILED WITHIN THIRTY
(30) DAYS OF THE PURCHASE OF SHARES TO BE EFFECTIVE. Set forth below is a brief
summary as of the date the Plan was adopted by the Board of some of the U.S.
Federal and California tax consequences of purchase of the Grant and disposition
of the Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND
REGULATIONS ARE SUBJECT TO CHANGE. PURCHASER SHOULD CONSULT HIS OR HER OWN TAX
ADVISER BEFORE PURCHASING THIS GRANT OR DISPOSING OF THE SHARES.

          11.1 Purchase of Nonqualified Stock Option.  If the Option does not
               -------------------------------------
qualify as an ISO, there may be a regular U.S. Federal income tax liability and
a California income tax liability upon the purchase of the Option.  Purchaser
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market Value of the
Shares on the date of purchase over the Purchase Price.  If Purchaser is or was
an employee of the Company, the Company may be required to withhold from
Purchaser's compensation or collect from Purchaser and pay to the applicable
taxing authorities an amount equal to a percentage of this compensation income
at the time of purchase.

          11.2 Disposition of Shares. The following tax consequences may apply
               ---------------------
upon disposition of the Shares.

               (a)  Nonqualified Stock Options. If the Shares are held for more
                    --------------------------
than twelve (12) months after the date of purchase of the Shares pursuant to the
purchase of an NQSO, any gain realized on disposition of the Shares will be
treated as long term capital gain.

               (b)  Withholding. The Company may be required to withhold from
                    -----------
the Purchaser's compensation or collect from the Purchaser and pay to the
applicable taxing authorities an amount equal to a percentage of this
compensation income.

          11.3 Section 83(b) Election for Unvested Shares.  With respect to
               ------------------------------------------
Unvested Shares, which are subject to the Repurchase Option, unless an election
is filed by the Purchaser with the Internal Revenue Service (and, if necessary,
the proper state taxing authorities), within 30 days of the purchase of the
                                      ------------------------------
Unvested Shares, electing pursuant to Section 83(b) of the Code (and similar
state tax provisions, if applicable) to be taxed currently on any difference
between the Purchase Price of the Unvested Shares and their Fair Market Value on
the date of purchase, there may be a recognition of taxable income (including,
where applicable, alternative minimum taxable income) to the Purchaser, measured
by the excess, if any, of the Fair Market Value of the Unvested Shares at the
time they cease to be Unvested Shares, over the Purchase Price of the Unvested
Shares.  A form of Election under Section 83(b) is attached hereto as Exhibit 6
                                                                      ---------
for reference.

     13.  Compliance with Laws and Regulations. The issuance and transfer of the
          ------------------------------------
Shares will be subject to and conditioned upon compliance by the Company and
Purchaser with all applicable state and U.S. Federal laws and regulations and
with all applicable requirements of any stock exchange or automated quotation
system on which the Company's Class B Common Stock may be listed or quoted at
the time of such issuance or transfer.

     14.  Successors and Assigns. The Company may assign any of its rights under
          ----------------------
this Purchase Agreement, including its rights to purchase Shares under the
Repurchase Option. This Purchase Agreement shall be binding upon and inure to
the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer herein set forth, this Purchase Agreement will be
binding upon Purchaser and Purchaser's heirs, executors, administrators, legal
representatives, successors and assigns.

     15.  Governing Law; Severability. This Purchase Agreement shall be governed
          ---------------------------
by and construed in accordance with the internal laws of the State of California
as such laws are applied to agreements between California residents entered into
and to be performed entirely within California. If any provision of this
Purchase Agreement is determined by a court of law to be illegal or
unenforceable, then such provision will be enforced to the maximum extent
possible and the other provisions will remain fully effective and enforceable.
<PAGE>

     16.  Notices.  Any notice required to be given or delivered to the Company
          -------
shall be in writing and addressed to the Corporate Secretary of the Company at
its principal corporate offices.  Any notice required to be given or delivered
to Purchaser shall be in writing and addressed to Purchaser at the address
indicated above or to such other address as Purchaser may designate in writing
from time to time to the Company.  All notices shall be deemed effectively given
upon personal delivery, (i) three (3) days after deposit in the United States
mail by certified or registered mail (return receipt requested), (ii) one (1)
business day after its deposit with any return receipt express courier
(prepaid), or (iii) one (1) business day after transmission by rapifax or
telecopier.

     17.  Further Instruments.  The parties agree to execute such further
          -------------------
instruments and to take such further action as may be reasonably necessary to
carry out the purposes and intent of this Purchase Agreement.

     18.  Headings.  The captions and headings of this Purchase Agreement are
          --------
included for ease of reference only and will be disregarded in interpreting or
construing this Purchase Agreement.  All references herein to Sections will
refer to Sections of this Purchase Agreement.

     19.  Entire Agreement. The Plan, the Restricted Stock Award and this
          ----------------
Purchase Agreement, together with all Exhibits thereto, constitute the entire
agreement and understanding of the parties with respect to the subject matter of
this Purchase Agreement, and supersede all prior understandings and agreements,
whether oral or written, between the parties hereto with respect to the specific
subject matter hereof.

     IN WITNESS WHEREOF, the Company has caused this Purchase Agreement to be
executed in triplicate by its duly authorized representative and Purchaser has
executed this Purchase Agreement as of the Effective Date, indicated above.


ELECTRONIC ARTS INC.                    PURCHASER


By:_______________________________      ____________________________________
                                        (Signature)


__________________________________      ____________________________________
(Please print name)                     (Please print name)


__________________________________
(Please print title)
<PAGE>

LIST OF EXHIBITS
----------------

Exhibit 1:     Stock Power and Assignment Separate from Stock Certificate

Exhibit 2:     Spouse Consent

Exhibit 3:     Copy of Purchaser's Check

Exhibit 4:     Secured Full Recourse Promissory Note

Exhibit 5:     Stock Pledge Agreement

Exhibit 6:     Section 83(b) Election
<PAGE>

                                                                       EXHIBIT 1
                                                                       ---------

                          Stock Power and Assignment
                          --------------------------
                        Separate from Stock Certificate
                        -------------------------------

     FOR VALUE RECEIVED and pursuant to that certain Restricted Stock Purchase
Agreement No. ________ dated as of _______________, _____, (the "Agreement"),
the undersigned hereby sells, assigns and transfers unto _____________________,
__________ shares of the Class B Common Stock $.0l, par value per share, of
ELECTRONIC ARTS INC., a Delaware corporation (the "Company"), standing in the
undersigned's name on the books of the Company represented by Certificate No(s).
EAB ____________ delivered herewith, and does hereby irrevocably constitute and
appoint the Secretary of the Company as the undersigned's attorney-in-fact, with
full power of substitution, to transfer said stock on the books of the Company.
THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS
THERETO.

Dated:  _______________, _____

                                    PURCHASER


                                    __________________________________________
                                    (Signature)


                                    __________________________________________
                                    (Please Print Name)


                                    __________________________________________
                                    (Spouse's Signature, if any)


                                    __________________________________________
                                    (Please Print Spouse's Name)




Instructions to Purchaser:  Please do not fill in any blanks other than the
-------------------------
signature line.  The purpose of this Stock Power and Assignment is to enable the
Company to acquire the shares upon a default under Purchaser's Note, and to
purchase pursuant to its "Repurchase Option" set forth in the Purchase Agreement
without requiring additional signatures on the part of the Purchaser or
Purchaser's Spouse.
<PAGE>

                                                                       EXHIBIT 2
                                                                       ---------

                                Spouse Consent
                                --------------

     The undersigned spouse of ______________________________ (the "Purchaser")
has read, understands, and hereby approves the Restricted Stock Purchase
Agreement between Purchaser and Electronic Arts Inc. (the "Agreement").  In
consideration of the Company's granting my spouse the right to purchase the
Shares as set forth in the Agreement, the undersigned hereby agrees to be
irrevocably bound by the Agreement and further agrees that any community
property interest I may have in the Shares shall similarly be bound by the
Agreement.  The undersigned hereby appoints Purchaser as my attorney-in-fact
with respect to any amendment or purchase of any rights under the Agreement.

Date:__________________________


                                    _______________________________________
                                    Print Name of Purchaser's Spouse


                                    _______________________________________
                                    Signature of Purchaser's Spouse

                           Address: _______________________________________

                                    _______________________________________

                                    _______________________________________
<PAGE>

                                                                       EXHIBIT 3
                                                                       ---------
                           COPY OF PURCHASER'S CHECK
                           -------------------------
<PAGE>

                                                                       EXHIBIT 4
                                                                       ---------

                     Secured Full Recourse Promissory Note
                     -------------------------------------


____________________ Redwood City, California


$_________________________                           ____________________, _____
[ADD TOTAL PRINCIPAL]                                [ADD EFFECTIVE DATE]

Reference is made to that certain Restricted Stock Purchase Agreement (the
"Purchase Agreement") of even date herewith, by and between the undersigned (the
"Purchaser") and Electronic Arts Inc., a Delaware corporation (the "Company"),
issued to Purchaser under the Company's Class B 2000 Equity Incentive Plan (the
"Plan").  This Secured Full Recourse Promissory Note (the "Note") is being
tendered by Purchaser to the Company as part of the total purchase price of the
Shares (as defined below) pursuant to the Purchase Agreement.

          1.   Obligation.  In exchange for the issuance to the Purchaser
               ----------
pursuant to the Purchase Agreement of ______________ shares of the Company's
Class B Common Stock (the "Shares"), receipt of which is hereby acknowledged,
Purchaser hereby promises to pay to the order of the Company on or before
_______________, _____, at the Company's principal place of business located at
209 Redwood Shores Parkway, Redwood City, California 94065, or at such other
place as the Company may direct, the principal sum of ________________________
Dollars ($__________) together with interest compounded semi-annually on the
unpaid principal at the rate of _________ percent (___%) which rate is at a
market rate, on the earliest date on which there was a binding contract in
writing for the purchase of the Shares; provided, however, that the rate at
                                        --------  -------
which interest will accrue on unpaid principal under this Note will not exceed
the highest rate permitted by applicable law.

Interest only payments on the principal will be due and payable on the first day
of July, October, January and April, until the principal sum has been repaid.
Any accrued interest will be payable with the final installment of the
principal.  All payments hereunder shall be made in lawful tender of the United
States.

          2.   Security.  Performance of Purchaser's obligations under this Note
               --------
is secured by a security interest in the Shares granted to the Company by
Purchaser under a Stock Pledge Agreement dated of even date herewith between the
Company and Purchaser (the "Pledge Agreement").

          3.   Events of Default.  Purchaser will be deemed to be in default
               -----------------
under this Note upon the occurrence of any of the following events (each an
"Event of Default"):  (i) upon Purchaser's failure to make any payment when due
under this Note; (ii) Purchaser is Terminated (as defined in the Plan) for any
reason, and the Company exercises its Repurchase Option to purchase all or some
of the Shares under the terms of the Purchase Agreement; (iii) the failure of
any representation or warranty in the Pledge to have been true, the failure of
Purchaser to perform any obligation under the Pledge Agreement, or upon any
other material breach by the Purchaser of the Pledge Agreement; (iv) any
voluntary or involuntary transfer of any of the Shares or any interest therein
(except a transfer to the Company); (v) upon the filing regarding the Purchaser
of any voluntary or involuntary petition for relief under the United States
Bankruptcy Code or the initiation of any proceeding under federal law or law of
any other jurisdiction for the general relief of debtors; or (vi) upon the
execution by Purchaser of an assignment for the benefit of creditors or the
appointment of a receiver, custodian, trustee or similar party to take
possession of Purchaser's assets or property.

          4.   Acceleration; Remedies On Default.  Upon the occurrence of any
               ---------------------------------
Event of Default, at the option of the Company, all principal and other amounts
owed under this Note shall become immediately due and payable without notice or
demand on the part of the Company, and the Company will have, in addition to its
rights and remedies under this Note, the Pledge Agreement, full recourse against
any real, personal, tangible or intangible assets of Purchaser, and may pursue
any legal or equitable remedies that are available to it.

          5.   Rule 144 Holding Period.  PURCHASER UNDERSTANDS THAT THE HOLDING
               -----------------------
PERIOD SPECIFIED UNDER RULE 144(d) OF THE SECURITIES AND EXCHANGE COMMISSION
WILL NOT BEGIN TO RUN WITH RESPECT TO SHARES PURCHASED WITH THIS NOTE UNTIL
EITHER (i)
<PAGE>

THE PURCHASE PRICE OF SUCH SHARES IS PAID IN FULL IN CASH OR BY OTHER PROPERTY
ACCEPTED BY THE COMPANY, OR (ii) THIS NOTE IS SECURED BY COLLATERAL, OTHER THAN
THE SHARES THAT HAVE NOT BEEN FULLY PAID FOR IN CASH, HAVING A FAIR MARKET VALUE
AT LEAST EQUAL TO THE AMOUNT OF PURCHASER'S THEN OUTSTANDING OBLIGATION UNDER
THIS NOTE (INCLUDING ACCRUED INTEREST).

          6.   Prepayment.  Prepayment of principal and/or other amounts owed
               ----------
under this Note may be made at any time without penalty.  Unless otherwise
agreed in writing by the Company, each payment will be applied to the extent of
available funds from such payment in the following order:  (i) first to the
accrued and unpaid costs and expenses under the Note or the Pledge Agreement,
(ii) then to accrued but unpaid interest, and (iii) lastly to the outstanding
principal.

          7.   Governing Law; Waiver.  The validity, construction and
               ---------------------
performance of this Note will be governed by the internal laws of the State of
California, excluding that body of law pertaining to conflicts of law.
Purchaser hereby waives presentment, notice of non-payment, notice of dishonor,
protest, demand and diligence.

          8.   Attorneys' Fees.  If suit is brought for collection of this Note,
               ---------------
Purchaser agrees to pay all reasonable expenses, including attorneys' fees,
incurred by the holder in connection therewith whether or not such suit is
prosecuted to judgment.

          IN WITNESS WHEREOF, Purchaser has executed this Note as of the date
and year first above written.


______________________________________       ________________________________
Purchaser's Name [type or print]             Purchaser's Signature
<PAGE>

                                                                       EXHIBIT 5
                                                                       ---------

                            Stock Pledge Agreement
                            ----------------------



          This Stock Pledge Agreement (the "Pledge Agreement") is made and
entered into as of _______________, _____, between Electronic Arts Inc., a
Delaware corporation (the "Company"), and _________________________ (the
"Pledgor").  Capitalized terms that are not defined herein shall have the
meanings ascribed to them in the Secured Full Recourse Promissory Note of even
date herewith delivered by Pledgor to the Company (the "Note").

R E C I T A L S
- - - - - - - -

          A.   In exchange for delivery of the Note to the Company, the Company
has issued and sold to Pledgor __________ shares of its Class B Common Stock,
$.01 par value per share, (the "Shares") pursuant to the terms and conditions of
that certain Purchase Agreement.

          B.   Pledgor has agreed that repayment of the Note will be secured by
the pledge of the Shares pursuant to this Pledge Agreement.

          NOW, THEREFORE, the parties agree as follows:

          1.   Creation of Security Interest.  Pursuant to the provisions of the
               -----------------------------
California Commercial Code, Pledgor hereby grants to the Company, and the
Company hereby accepts, a first and present security interest in (i) the Shares,
(ii) all Dividends (as defined in Section 5 hereof), and (iii) all Additional
Securities (as defined in Section 6 hereof), to secure payment of the Note and
performance of all Pledgor's obligations under this Pledge Agreement. Pledgor
herewith delivers to the Company Class B Common Stock certificate(s) No(s).
__________, representing all the Shares, together with one or more stock
power(s) for each certificate so delivered in the form attached as an Exhibit to
the Purchase Agreement, duly executed (with the date and number of shares left
blank) by Pledgor and Pledgor's spouse, if any. For purposes of this Pledge
Agreement, the Shares, all Dividends and all Additional Securities will
hereinafter be collectively referred to as the "Collateral." Pledgor agrees that
the Collateral will be deposited with and held by the Escrow Holder (as defined
in the Purchase Agreement) and that, notwithstanding anything to the contrary in
the Purchase Agreement, for purposes of carrying out the provisions of this
Pledge Agreement, Escrow Holder will act solely for the Company as its agent.

          2.   Representations and Warranties and Covenants Regarding
               ------------------------------------------------------
Collateral.  Pledgor hereby represents and warrants to the Company that Pledgor
----------
has good title (both record and beneficial) to the Collateral, free and clear of
all claims, pledges, security interests, liens or encumbrances of every nature
whatsoever, and that Pledgor has the right to pledge and grant the Company the
security interest in the Collateral granted under this Pledge Agreement.
Pledgor further agrees that, until all sums due under the Note have been paid in
full, and all of Purchaser's obligations under this Pledge Agreement have been
performed, Purchaser will not, without the Company's prior written consent, (i)
sell, assign or transfer, or attempt to sell, assign or transfer, any of the
Collateral, or (ii) grant or create, or attempt to grant or create, any security
interest, lien, pledge, claim or other encumbrance with respect to any of the
Collateral or (iii) suffer or permit to continue upon any of the Collateral
during the term of this Pledge Agreement, an attachment, levy, execution or
statutory lien.

          3.   Rights on Default.  Upon an occurrence of an Event of Default
               -----------------
under the Note, the Company will have full power to sell, assign and deliver or
otherwise dispose the whole or any part of the Collateral at any broker's
exchange or elsewhere, at public or private sale, at the option of the Company,
in order to satisfy any part of the obligations of Pledgor now existing or
hereinafter arising under the Note or under this Pledge Agreement. On any such
sale, the Company or its assigns may purchase all or any part of the Collateral.
In addition, at its sole option, the Company may elect to retain all the
Collateral in full satisfaction of Pledgor's obligation under the Note, in
accordance with the provisions and procedures set forth in the California
Uniform Commercial Code. Pledgor agrees at the Company's request, to cooperate
with the Company in connection with the disposition of any and all of the
Collateral and to
<PAGE>

execute and deliver any documents which the Company shall reasonably request to
permit disposition of the Collateral.

          4.   Additional Remedies.  The rights and remedies granted to the
               -------------------
Company herein upon an Event of Default will be in addition to all the rights,
powers and remedies of the Company under the California Uniform Commercial Code
and applicable law and such rights, powers and remedies will be exercisable by
the Company with respect to all of the Collateral. Pledgor agrees that the
Company's reasonable expenses of holding the Collateral, preparing it for resale
or other disposition, and selling or otherwise disposing of the Collateral,
including attorneys' fees and other legal expenses, will be deducted from the
proceeds of any sale or other disposition and will be included in the amounts
Pledgor must tender to redeem the Collateral. All rights, powers and remedies of
the Company will be cumulative and not alternative. Any forbearance or failure
or delay by the Company in exercising any right, power or remedy hereunder will
not be deemed to be a waiver of any such right, power or remedy and any single
or partial purchase of any such right, power or remedy hereunder will not
preclude the further purchase thereof.

          5.   Dividends; Voting.  All dividends hereinafter declared on or
               -----------------
payable with respect to any Collateral during the term of this Pledge Agreement
(excluding only ordinary cash dividends, which will be payable to Pledgor so
long as no Event of Default has occurred under the Note) (the "Dividends") will
be immediately delivered to the Company to be held in pledge under this Pledge
Agreement.  Notwithstanding this Pledge Agreement, so long as Pledgor owns the
Shares and no Event of Default has occurred under the Note, Pledgor will be
entitled to vote any shares comprising the Collateral, subject to any proxies
granted by Pledgor.

          6.   Adjustments.  In the event that during the term of this Pledge
               -----------
Agreement, any stock dividend, reclassification, readjustment, stock split or
other change is declared or made with respect to the Collateral, or if warrants
or any other rights, grants or securities are issued in respect of the
Collateral, (the "Additional Securities") then all new, substituted and/or
additional shares or other securities issued by reason of such change or by
reason of the purchase of such warrants, rights, grants or securities, will be
(if delivered to Pledgor, immediately surrendered to the Company and) pledged to
the Company to be held under the terms of this Pledge Agreement as and in the
same manner as the Collateral is held hereunder.

          7.   Rights Under Purchase Agreement; Setoff.  Pledgor understands and
               ---------------------------------------
agrees that the Company's rights to repurchase the Collateral under the Purchase
Agreement, if any, will continue for the periods and on the terms and conditions
specified in the Purchase Agreement, whether or not the Note has been paid in
full during such period of time, and that to the extent that the Note is not
paid in full during such period of time, the repurchase by the Company of the
Collateral may be made by way of cancellation of all or any part of Pledgor's
indebtedness under the Note.

          8.   Redelivery of Collateral; No Release For Partial Payment.
               --------------------------------------------------------

               (a)  Until all obligations of Pledgor under the Note and under
this Pledge Agreement have been satisfied in full, all Collateral will continue
to be held in pledge under this Pledge Agreement. If Pledgor prepays all or a
portion of the principal amount of the Note, the portion of the Shares for which
such pre-payment would represent the purchase price under the Purchase Agreement
(the "Paid Shares") will be treated as independent collateral for the remaining
balance of the Note for the purpose of commencing the holding period under Rule
144(d) of the Securities and Exchange Commission with respect to other Shares
purchased with the Note.

               (b)  Upon performance of all Pledgor's obligations under the Note
and this Pledge Agreement, and subject to the terms and conditions of the
Purchase Agreement, the Company will immediately redeliver the Collateral to
Pledgor and this Pledge Agreement will terminate; provided, however, that all
                                                  --------  -------
rights of the Company to retain possession of the Shares pursuant to the
Purchase Agreement will survive termination of this Pledge Agreement.

          9.   Further Assurances.  Pledgor shall, at the Company's request,
               ------------------
execute and deliver such further documents and take such further actions as the
Company shall reasonably request to perfect and maintain the Company's security
interest in the Collateral, or in any part thereof.
<PAGE>

          10.  Successors and Assigns.  This Pledge Agreement will inure to the
               ----------------------
benefit of the respective heirs, personal representatives, successors and
assigns of the parties hereto.

          11.  Governing Law; Severability.  This Pledge Agreement will be
               ---------------------------
governed by and construed in accordance with the internal laws of the State of
California, excluding that body of law relating to conflicts of law.  Should one
or more of the provisions of this Pledge Agreement be determined by a court of
law to be illegal or unenforceable, the other provisions nevertheless will
remain effective and will be enforceable.

          12.  Modification; Entire Agreement.  This Pledge Agreement will not
               ------------------------------
be amended without the written consent of both parties hereto.  This Pledge
Agreement, together with the Note constitute the entire agreement of the parties
hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings related to such subject matter.


          IN WITNESS WHEREOF, the parties hereto have executed this Pledge
Agreement as of the date and year first above written.


ELECTRONIC ARTS INC.                    PLEDGOR


By:_______________________________      _____________________________________
                                        (Signature)


__________________________________      _____________________________________
(Please print name)                     (Please print name)


__________________________________
(Please print title)
<PAGE>

                                                                       EXHIBIT 6
                                                                       ---------

           ELECTION UNDER SECTION 83(b) OF THE INTERNAL REVENUE CODE

The undersigned Taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include the excess, if any, of the
fair market value of the property described below at the time of purchase over
the amount paid for such property, as compensation for services in the
calculation of: (1) regular gross income; (2) alternative minimum taxable income
or (3) disqualifying disposition gross income, as the case may be.

1.   TAXPAYER'S NAME:        _____________________________________________

     TAXPAYER'S ADDRESS:     _____________________________________________

                             _____________________________________________

     SOCIAL SECURITY NUMBER: _____________________________________________

2.   The property with respect to which the election is made is described as
     follows: _______ shares of Class B Common Stock of Electronic Arts Inc., a
     Delaware corporation (the "Company") which were purchased upon purchase of
     a grant by Company, which is Taxpayer's employer or the corporation for
     whom the Taxpayer performs services.

3.   The date on which the shares were purchased pursuant to the purchase of the
     grant was ____________________, _____ and this election is made for
     calendar year 2000.

4.   The shares received upon purchase of the grant are subject to the following
     restrictions:  The Company may repurchase all or a portion of the shares at
     the Taxpayer's original purchase price under certain conditions at the time
     of Taxpayer's termination of employment or services.

5.   The fair market value of the shares (without regard to restrictions other
     than restrictions which by their terms will never lapse) was $_____ per
     share at the time of purchase of the grant.

6.      The amount paid for such shares upon purchase of the grant was $_____
        per share.

7.      The Taxpayer has submitted a copy of this statement to the Company.

THIS ELECTION MUST BE FILED WITH THE INTERNAL REVENUE SERVICE ("IRS"), AT THE
OFFICE WHERE THE TAXPAYER FILES ANNUAL INCOME TAX RETURNS, WITHIN 30 DAYS AFTER
                                                           --------------
THE DATE OF TRANSFER OF THE SHARES, AND MUST ALSO BE FILED WITH THE TAXPAYER'S
INCOME TAX RETURNS FOR THE CALENDAR YEAR.  THE ELECTION CANNOT BE REVOKED
WITHOUT THE CONSENT OF THE IRS.

Dated:_______________________________   _____________________________________
                                        Taxpayer's Signature