ELECTRONIC ARTS INC. (EA)

Andrew — Change-in-Control (CIC) Agreement | Andrew will remain CEO following the transaction.; There are no changes to the executive team as a result of this transaction.; Unvested RSUs will convert to cash awards at EA's all-time high of $210.; These cash awards will be paid on the same vesting schedules as current RSUs.; Vested equity will be converted to $210 cash per share.; The transaction is expected to close in 6-9 months.

Electronic Arts Inc. — Change-in-Control | Each outstanding share of common stock will be converted into $210 in cash per share.; Vested stock options will be converted into the right to receive the excess of the Merger Consideration over the exercise price.; Vested RSUs held by non-employee directors will be converted into the right to receive the Merger Consideration.; Unvested stock options and RSUs will be converted into restricted cash awards, with performance goals deemed met at the greater of target or actual performance.; The Company may be required to pay a termination fee of $1 billion if the Merger Agreement is terminated due to a change of recommendation by the Board or to enter into a superior proposal.; The termination fee payable by the Company is reduced to $540 million if a superior proposal is made within 45 days and termination occurs within 75 days.; Parent will be required to pay a termination fee of $1 billion if the agreement is terminated due to regulatory issues or Parent's willful breach.; The transaction is not subject to any financing condition.

Andrew Wilson — Change in Control Severance Plan | Tier 4 Participant: Severance payment is 0.5x base salary + target bonus.; Tier 4 Participant: COBRA continuation payment is 6x monthly COBRA premium.; Upon Severance, unvested service-based equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date.; Upon Severance, unvested performance equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date, with vesting based on target performance if Change in Control occurs within the first year of the performance period, or actual performance thereafter.; Pro Rata Bonus payable upon Severance, calculated as (target bonus) * (days in fiscal year through Severance Date / total days in fiscal year).; Definitions of Cause and Good Reason apply from 3 months prior to a Change in Control.; No offset for other compensation earned; no duty to mitigate.

Heidi J. Ueberroth — Change in Control Severance Plan | Tier 3 Participant: Severance payment is 1x base salary + target bonus.; Tier 3 Participant: COBRA continuation payment is 12x monthly COBRA premium.; Upon Severance, unvested service-based equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date.; Upon Severance, unvested performance equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date, with vesting based on target performance if Change in Control occurs within the first year of the performance period, or actual performance thereafter.; Pro Rata Bonus payable upon Severance, calculated as (target bonus) * (days in fiscal year through Severance Date / total days in fiscal year).; Definitions of Cause and Good Reason apply from 3 months prior to a Change in Control.; No offset for other compensation earned; no duty to mitigate.

Jeffre T. Huber — Change in Control Severance Plan | Tier 2 Participant: Severance payment is 1.5x base salary + target bonus.; Tier 2 Participant: COBRA continuation payment is 18x monthly COBRA premium.; Upon Severance, unvested service-based equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date.; Upon Severance, unvested performance equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date, with vesting based on target performance if Change in Control occurs within the first year of the performance period, or actual performance thereafter.; Pro Rata Bonus payable upon Severance, calculated as (target bonus) * (days in fiscal year through Severance Date / total days in fiscal year).; Definitions of Cause and Good Reason apply from 3 months prior to a Change in Control.; No offset for other compensation earned; no duty to mitigate.

Kofi A. Bruce — Change in Control Severance Plan | Tier 1 Participant: Severance payment is 2x base salary + target bonus.; Tier 1 Participant: COBRA continuation payment is 24x monthly COBRA premium.; Upon Severance, unvested service-based equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date.; Upon Severance, unvested performance equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date, with vesting based on target performance if Change in Control occurs within the first year of the performance period, or actual performance thereafter.; Pro Rata Bonus payable upon Severance, calculated as (target bonus) * (days in fiscal year through Severance Date / total days in fiscal year).; Definitions of Cause and Good Reason apply from 3 months prior to a Change in Control.; No offset for other compensation earned; no duty to mitigate.

Luis A. Ubifas — Change in Control Severance Plan | Tier 4 Participant: Severance payment is 0.5x base salary + target bonus.; Tier 4 Participant: COBRA continuation payment is 6x monthly COBRA premium.; Upon Severance, unvested service-based equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date.; Upon Severance, unvested performance equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date, with vesting based on target performance if Change in Control occurs within the first year of the performance period, or actual performance thereafter.; Pro Rata Bonus payable upon Severance, calculated as (target bonus) * (days in fiscal year through Severance Date / total days in fiscal year).; Definitions of Cause and Good Reason apply from 3 months prior to a Change in Control.; No offset for other compensation earned; no duty to mitigate.

Rachel A. Gonzalez — Change in Control Severance Plan | Tier 2 Participant: Severance payment is 1.5x base salary + target bonus.; Tier 2 Participant: COBRA continuation payment is 18x monthly COBRA premium.; Upon Severance, unvested service-based equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date.; Upon Severance, unvested performance equity awards vest on the later of the Change in Control effective date or 60 days after the Severance Date, with vesting based on target performance if Change in Control occurs within the first year of the performance period, or actual performance thereafter.; Pro Rata Bonus payable upon Severance, calculated as (target bonus) * (days in fiscal year through Severance Date / total days in fiscal year).; Definitions of Cause and Good Reason apply from 3 months prior to a Change in Control.; No offset for other compensation earned; no duty to mitigate.