-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MOAagNqsQTiXBteE2Rv5AMvJGNHBqzcQSDR8FdbIv/JUD6r7W/ix6CNKlJi9rwXo 86rG5xpSBqExeq70gGMcMg== 0001193125-05-182347.txt : 20050908 0001193125-05-182347.hdr.sgml : 20050908 20050908170435 ACCESSION NUMBER: 0001193125-05-182347 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20050902 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050908 DATE AS OF CHANGE: 20050908 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELECTRONIC ARTS INC CENTRAL INDEX KEY: 0000712515 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 942838567 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17948 FILM NUMBER: 051075857 BUSINESS ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 650-628-1500 MAIL ADDRESS: STREET 1: 209 REDWOOD SHORES PARKWAY CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: ELECTRONIC ARTS DATE OF NAME CHANGE: 19911211 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 8-K

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

September 8, 2005 (September 2, 2005)

Date of report (Date of earliest event reported)

 

ELECTRONIC ARTS INC.


(Exact Name of Registrant as Specified in Its Charter)

 

Delaware


(State or Other Jurisdiction of Incorporation)

 

0-17948   94-2838567

(Commission File Number)   (IRS Employer Identification No.)

 

209 Redwood Shores Parkway, Redwood City, California 94065-1175


(Address of Principal Executive Offices) (Zip Code)

 

(650) 628-1500


(Registrant’s Telephone Number, Including Area Code)

 


(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 1.01        Entry Into a Material Definitive Agreement

 

V. Paul Lee. On September 2, 2005, V. Paul Lee, Executive Vice President and Chief Operating Officer, Worldwide Studios of Electronic Arts Inc. (“EA”) was promoted to President, Worldwide Studios effective September 5, 2005 and accepted a letter setting forth the new terms and conditions of his employment in conjunction with this promotion (the “Lee Letter”). The following summary of the material terms of the Lee Letter is qualified in its entirety by reference to the text of the Lee Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference. Pursuant to the terms of the Lee Letter, Mr. Lee’s annual gross salary will be increased to 662,730 Canadian dollars and his discretionary bonus target will increase to 80% of his annual gross salary. In addition, Mr. Lee will receive a stock option grant to purchase 150,000 shares of EA common stock, which option will vest in its entirety on the fourth anniversary of the date of grant and have an exercise price equal to the closing market price of EA common stock on the Nasdaq market on the date of grant.

 

David Gardner. On September 2, 2005, David Gardner, Senior Vice President of International Publishing of EA was promoted to Executive Vice President and Chief Operating Officer, Worldwide Studios effective September 5, 2005 and accepted a letter setting forth the new terms and conditions of his employment in conjunction with this promotion (the “Gardner Letter”). The following summary of the material terms of the Gardner Letter is qualified in its entirety by reference to the text of the Gardner Letter, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference. Pursuant to the terms of the Gardner Letter, Mr. Gardner’s annual gross salary will be increased to 450,000 U.S. dollars and his discretionary bonus target will increase to 60% of his annual gross salary. In addition, Mr. Gardner will receive a stock option grant to purchase 75,000 shares of EA common stock, which option will vest in its entirety on the fourth anniversary of the date of grant and have an exercise price equal to the closing market price of EA common stock on the Nasdaq market on the date of grant. The Gardner Letter also specifies that EA will reimburse Mr. Gardner for the reasonable, documented expenses for fuel and the costs of a required co-pilot on those occasions when Mr. Gardner flies his personal aircraft on approved business trips.

 

Frank Gibeau. On September 2, 2005, Frank Gibeau, Senior Vice President of North American Marketing of EA was promoted to Executive Vice President and General Manager, North America Publishing effective September 5, 2005 and accepted a letter setting forth the new terms and conditions of his employment in conjunction with this promotion (the “Gibeau Letter”). The following summary of the material terms of the Gibeau Letter is qualified in its entirety by reference to the text of the Gibeau Letter, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference. Pursuant to the terms of the Gibeau Letter, Mr. Gibeau’s annual gross salary will be increased to 350,000 U.S. dollars and his discretionary bonus target will increase to 60% of his annual gross salary. In addition, Mr. Gibeau will receive a stock option grant to purchase 100,000 shares of EA common stock, which option will vest in its entirety on the fourth anniversary of the date of grant and have an exercise price equal to the closing market price of EA common stock on the Nasdaq market on the date of grant.

 

Gerhard Florin. On September 2, 2005, Gerhard Florin, Senior Vice President and General Manager, Europe Publishing, of EA, was promoted to Executive Vice President and General Manager, International Publishing effective September 5, 2005 and accepted a letter setting forth the new terms and conditions of his employment in connection with this promotion (“Florin Promotion Letter”). In addition, on September 6, 2005, Dr. Florin accepted an international relocation offer letter (“Florin Relocation Letter”) setting forth the terms and conditions of his relocation to Geneva, Switzerland, where EA is planning to establish a headquarters office for its international publishing business. The headquarters is expected to commence limited operations in early 2006 and become fully operational later in the year. The following summary of the material terms of the Florin Promotion Letter and the Florin Relocation Letter is qualified in its entirety by reference to the text of each, copies of which are attached hereto as Exhibits 10.4 and 10.5, respectively, and are incorporated herein by reference. EA intends to enter into employment agreements with Dr. Florin and other employees who will also be relocating to Switzerland.

 

Pursuant to the terms of the Florin Promotion Letter, Dr. Florin’s annual gross salary will be increased to 314,650 British pounds. His discretionary bonus target will increase to 60% of his annual gross salary. In addition, Mr. Florin will receive a stock option grant to purchase 75,000 shares of EA common stock,


which option will vest in its entirety on the fourth anniversary of the date of grant and have an exercise price equal to the closing market price of EA common stock on the Nasdaq market on the date of grant.

 

Pursuant to the terms of the Florin Relocation Letter, Dr. Florin’s salary will be increased to 718,817 Swiss francs (“CHF”) upon his relocation to Geneva, while his discretionary bonus target will remain at 60% of his annual gross salary. In addition, Dr. Florin will be eligible to receive an annual housing allowance for a period of up to 5 years of: (i) CHF 300,000 during year one; (ii) CHF 192,177 during years two and three; (iii) CHF 102,177 in year four; and (iv) CHF 42,177 in year five. EA will bear the cost of any Swiss social security and income taxes incurred by Dr. Florin arising from the annual housing allowance. The foregoing amounts reflect the deduction of an annual housing contribution of 15% of Dr. Florin’s gross annual salary at the beginning of year one, or CHF 107,823, that Dr. Florin is required to make to EA beginning in year two and continuing each year during which he receives an annual housing allowance. In the event that Dr. Florin elects to purchase a primary residence in Switzerland at the beginning of year one, he will receive 70% of the net housing allowances he would have received during years one through five. In the event Dr. Florin elects to purchase a home by the end of year one, he will receive 70% of the net housing allowances he would have received during years two through five. EA will bear the cost of any Swiss social security and income taxes incurred by Dr. Florin arising from funds provided to him for the purpose of purchasing a primary residence in Switzerland.

 

Dr. Florin will also be eligible to receive other transfer-related assistance, as well an annual car allowance of CHF 25,000 and other benefits generally available to EA employees relocating to Switzerland. In the event Dr. Florin voluntarily terminates his employment with EA in Switzerland for any reason during the first 12 months following his relocation, Dr. Florin will be required to either repay or have deducted from his final salary payment amounts previously paid by EA for transferring Dr. Florin and his belongings to Switzerland. In the event that EA terminates Dr. Florin’s employment for any reason, except for gross misconduct, at any time up to 24 months following his transfer to Switzerland, EA will pay the costs of relocating him and his family back to the United Kingdom.

 

Item 5.02        Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On September 2, 2005, EA issued a press release in which it announced that Don Mattrick, EA’s President of Worldwide Studios, had decided to step down from his position effective September 2, 2005, and that V. Paul Lee, EA’s Executive Vice President and Chief Operating Officer of Worldwide Studios had been promoted to succeed Mr. Mattrick as EA’s President, Worldwide Studios effective September 5, 2005. In the same press release, EA also announced other promotions and organizational changes at EA, including the decision by Nancy Smith, EA’s Executive Vice President and General Manager, North American Publishing, to take a new role as Executive Vice President and General Manager of The Sims product franchise. EA further announced that Frank Gibeau had been promoted to succeed Ms. Smith as EA’s Executive Vice President and General Manager, North America Publishing effective September 5, 2005, and that Gerhard Florin had been promoted to Executive Vice President and General Manager, International Publishing effective September 5, 2005. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Mr. Lee, age 41, served as EA’s Executive Vice President and Chief Operating Officer, Worldwide Studios from August 2002 until his promotion to President, Worldwide Studios. From 1998 to August 2002, Mr. Lee was Senior Vice President and Chief Operating Officer, Worldwide Studios. Prior to this, he served as General Manager of EA Canada, Chief Operating Officer of EA Canada, Chief Financial Officer of EA Sports and Vice President, Finance and Administration of EA Canada. Mr. Lee was a principal of Distinctive Software Inc. until it was acquired by EA in 1991. Mr. Lee holds a Bachelor of Commerce degree from the University of British Columbia and is a Chartered Financial Analyst. A summary of the material terms of Mr. Lee’s employment offer letter is described in section 1.01 above and is qualified in its entirety by reference to the text of the letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.


Mr. Gibeau, age 36, served as EA’s Senior Vice President, North American Marketing from October 2002 until his promotion to Executive Vice President, North America Publishing. Prior to his appointment as Senior Vice President, North American Marketing, Mr. Gibeau held a variety of senior marketing posts with EA from 1991 through 2002, including Vice President of Marketing and Director of Marketing. Mr. Gibeau received a B.S. degree in Business Administration from the University of Southern California and a M.B.A. from Santa Clara University. A summary of the material terms of Mr. Gibeau’s employment offer letter is described in section 1.01 above and is qualified in its entirety by reference to the text of the letter, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

 

Dr. Florin, age 46, served as EA’s Senior Vice President and Managing Director, European Publishing from April 2003 until his promotion to Executive Vice President, International Publishing. Dr. Florin served as Vice President, Managing Director for European countries from 2001 until April 2003. From the time he joined EA in 1996 until 2001, Dr. Florin was the Managing Director for German speaking countries. Prior to joining EA, Dr. Florin held various positions at BMG, the global music division of Bertelsmann AG, and worked as a consultant with McKinsey. Dr. Florin holds Masters and Ph.D. degrees in Economics from the University of Augsburg, Germany. A summary of the material terms of Dr. Florin’s employment offer letter is described in section 1.01 above and is qualified in its entirety by reference to the text of the letter, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

 

 

Item 9.01        Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Promotion Offer Letter dated September 2, 2005 between Electronic Arts and V. Paul Lee.
10.2   Promotion Offer Letter dated September 2, 2005 between Electronic Arts and David Gardner.
10.3   Promotion Offer Letter dated September 2, 2005 between Electronic Arts and Frank Gibeau.
10.4   Promotion Offer Letter dated September 2, 2005 between Electronic Arts and Gerhard Florin.
10.5   International Relocation Offer Letter dated September 2, 2005 between Electronic Arts and Gerhard Florin.
99.1   Press release dated September 2, 2005 regarding the resignation of Don Mattrick as President of Worldwide Studios of EA, the promotion of V. Paul Lee to the position of President of Worldwide Studios of EA, and other promotions and organizational changes.


SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

        ELECTRONIC ARTS INC.
Dated:   September 8, 2005   By:  

/s/ Stephen G. Bené


            Stephen G. Bené
           

Senior Vice President,

Secretary and General Counsel

EX-10.1 2 dex101.htm PROMOTION OFFER LETTER BTW ELECTRONIC ARTS AND V. PAUL LEE Promotion Offer Letter btw Electronic Arts and V. Paul Lee

Exhibit 10.1

 

LOGO

 

September 2, 2005

 

 

Paul Lee

 

 

Dear Paul:

 

I am pleased to confirm your new leadership role at EA with a promotion to President, Worldwide Studios, effective September 5th, 2005, reporting to me.

 

Your new annual salary will be increased to CAD 662,730, and your annual bonus target will be increased to 80%. Any bonus earned in fiscal year 2006 will be prorated to reflect the appropriate portion of time spent in your former and new positions.

 

In addition, I will recommend to the Compensation Committee that you be granted a Non-Qualified Option to purchase 150,000 shares of Electronic Arts common stock in accordance with our 2000 Equity Incentive Plan. These options will be granted and priced on Friday, September 2nd, 2005, and will cliff vest 100% on the fourth anniversary of the date of grant.

 

Congratulations on this well deserved promotion!

 

Sincerely,

 

 

Lawrence F. Probst III

Chairman and Chief Executive Officer

Electronic Arts Inc.

 

 

Accepted by candidate:      Date:

/s/ Paul Lee


    

September 6, 2005


 

cc: Rusty Rueff / EVP, HR
     Personnel File
EX-10.2 3 dex102.htm PROMOTION OFFER LETTER BTW ELECTRONIC ARTS AND DAVID GARDNER Promotion Offer Letter btw Electronic Arts and David Gardner

Exhibit 10.2

 

LOGO

 

September 2, 2005

 

 

David Gardner

 

 

Dear David:

 

I am pleased to confirm your new leadership role at EA with a promotion to Executive Vice President and Chief Operating Officer, Worldwide Studios, effective September 5th, 2005, reporting to Paul Lee.

 

Your new annual salary will be increased to $450,000, and your annual bonus target will be increased to 60%. Any bonus earned in fiscal year 2006 will be prorated to reflect the appropriate portion of time spent in your former and new positions.

 

In addition, I will recommend to the Compensation Committee that you be granted a Non-Qualified Option to purchase 75,000 shares of Electronic Arts common stock in accordance with our 2000 Equity Incentive Plan. These options will be granted and priced on Friday, September 2nd, 2005, and will cliff vest 100% on the fourth anniversary of the date of grant.

 

Finally, EA will reimburse you for reasonable, documented expenses for fuel and required co-pilot associated with the pre-approved business use of your personal aircraft.

 

Congratulations on this well deserved promotion!

 

Sincerely,

 

 

Lawrence F. Probst III

Chairman and Chief Executive Officer

Electronic Arts Inc.

 

 

Accepted by candidate:      Date:

/s/ David Gardner


    

September 6, 2005


 

cc: Rusty Rueff / EVP, HR
     Personnel File
EX-10.3 4 dex103.htm PROMOTION OFFER LETTER BTW ELECTRONIC ARTS AND FRANK GIBEAU Promotion Offer Letter btw Electronic Arts and Frank Gibeau

Exhibit 10.3

 

LOGO

 

September 2, 2005

 

 

Frank Gibeau

 

 

Dear Frank:

 

I am pleased to confirm your new leadership role at EA with a promotion to Executive Vice President and General Manager, North America Publishing, effective September 5th, 2005, reporting to me.

 

Your new annual salary will be increased to $350,000, and your annual bonus target will be increased to 60%. Any bonus earned in fiscal year 2006 will be prorated to reflect the appropriate portion of time spent in your former and new positions.

 

In addition, I will recommend to the Compensation Committee that you be granted a Non-Qualified Option to purchase 100,000 shares of Electronic Arts common stock in accordance with our 2000 Equity Incentive Plan. These options will be granted and priced on Friday, September 2nd, 2005, and will cliff vest 100% on the fourth anniversary of the date of grant.

 

Congratulations on this well deserved promotion!

 

Sincerely,

 

 

Lawrence F. Probst III

Chairman and Chief Executive Officer

Electronic Arts Inc.

 

 

Accepted by candidate:      Date:

/s/ Frank Gibeau


    

September 6, 2005


 

cc: Rusty Rueff / EVP, HR
     Personnel File
EX-10.4 5 dex104.htm PROMOTION OFFER LETTER BTW ELECTRONIC ARTS AND GERHARD FLORIN Promotion Offer Letter btw Electronic Arts and Gerhard Florin

Exhibit 10.4

 

LOGO

 

September 2, 2005

 

 

Gerhard Florin

 

 

Dear Gerhard:

 

I am pleased to confirm your new leadership role at EA with a promotion to Executive Vice President and General Manager, International Publishing, effective September 5th, 2005, reporting to me.

 

Your new annual salary will be increased to GBP 314,650, and your annual bonus target will be increased to 60%. Any bonus earned in fiscal year 2006 will be prorated to reflect the appropriate portion of time spent in your former and new positions.

 

In addition, I will recommend to the Compensation Committee that you be granted a Non-Qualified Option to purchase 75,000 shares of Electronic Arts common stock in accordance with our 2000 Equity Incentive Plan. These options will be granted and priced on Friday, September 2nd, 2005, and will cliff vest 100% on the fourth anniversary of the date of grant.

 

Congratulations on this well deserved promotion!

 

Sincerely,

 

 

Lawrence F. Probst III

Chairman and Chief Executive Officer

Electronic Arts Inc.

 

 

Accepted by candidate:      Date:

/s/ Gerhard Florin


    

September 6, 2005


 

cc: Rusty Rueff / EVP, HR
     Personnel File
EX-10.5 6 dex105.htm INTERNATIONAL RELOCATION OFFER LETTER BTW ELECTRONIC ARTS AND GERHARD FLORIN International Relocation Offer Letter btw Electronic Arts and Gerhard Florin

Exhibit 10.5

 

To Gerhard Florin

C/o Electronic Arts Limited

2000 Hillswood Drive

Chertsey

Surrey

KT16 0EU

 

 

2 September 2005

 

 

Dear Gerhard

 

As you are aware Electronic Arts (“EA”) is seeking to establish a European operation based in Geneva to be run by a new Electronic Arts Swiss company (“EA Swiss Co”). EA Swiss Co will be offering certain employees employment in Geneva.

 

In connection with the establishment of EA Swiss Co’s European operation, EA is proposing that certain functions might be terminated at Electronic Arts Limited (“EA Ltd”) and certain comparable functions will be created at EA Swiss Co. The principal economic terms upon which it is proposed you would be relocated to Geneva are set out below.

 

 

Appendix A

 

1.    Proposed International Transfer Offer

 

This details certain terms of the proposed Transfer Offer, including the following:

 

  Your job title
  Your gross annual salary and target bonus
  Your gross annual car cash allowance
  Your housing level allowance which is paid to you to contribute towards your rent in Geneva
  Benefits
  All other payments or assistance to be given to you to help with the relocation
  Provisions relating to termination of employment
  An example of the form of acceptance of the terms which you need to sign if you wish to accept the offer when you have made your decision.


If you are unable to, or choose not to relocate to Geneva, and after full consultation and a search for alternative roles, there is no alternative role; your role is likely to be redundant. Attached at Appendix B are the terms of the compensation you would receive if those circumstances were to arise.

 

Appendix B

 

This includes the following:

 

    The redundancy payment which would be payable to you by EA Ltd, if your job is made redundant in the UK.
    The retention payment which EA Ltd would like to pay to you if you continue your employment with EA Ltd as specified in the appendix.
    An example of the letter which would record your decision not to transfer and your acceptance of the conditions upon which the redundancy and retention payments would be paid.

 

If you require any clarification on any of the contents above or enclosed, then please do not hesitate to contact me.

 

Yours sincerely

 

Larry Probst

Chairman and Chief Executive Officer


Appendix A – Proposed International Transfer Offer

 

 

The proposed offer of general terms from EA Swiss Co to Employee named below. Below is the example of the letter, that we would give you and ask you to sign in the event that you choose to relocate to EA Swiss Co.

 

 

Name: Gerhard Florin

 

Job Title: Executive Vice President and General Manager, International Publishing

Gross Annual Salary: CHF 718,817 per annum

 

Target Bonus: 60% of annual gross salary.

 

Gross Annual Car Cash Allowance: CHF 25,000 per annum

 

Housing Level: CHF 300,000 per annum up to a maximum of three years and for year four, 70% of CHF 300,000 and in year five, 50% of CHF 300,000. After the first year you will be required to contribute 15% of your year one gross salary to your Housing Level.

 

EA will bear the cost of any Swiss social security and income taxes on the Housing Level benefit you receive.

 

Home Ownership Amount: If you elect to buy at the beginning of the first year you will receive 70% of the Housing Level you would have received between years 1-5 less any contributions made by you. If you elect to rent for the first year and then buy at the end of the first year/beginning of the second year then you will receive 70% of the Housing Level you would have received between years 2-5 less any contributions made by you.

 

In the event you decide to buy a primary residence in Switzerland, EA Swiss Co will bear the cost of any Swiss social security and income taxes resulting from the Home Ownership Amount paid to you for the purpose of purchasing a primary residence in Switzerland.

 

Benefits: You will be eligible to receive benefits available to all other employees of EA Swiss Co including pension/death benefits; disability and accident insurance; medical/dental arrangements; and holiday and leave benefits.


Other Assistance:

 

  Removals, shipment of goods and insurance, and paid time off to relocate (3 days).
  Home sale assistance of your primary residence (reasonable expenses).
  Reimbursement of any loss on sale of UK car (maximum CHF 11’000).
  Relocation Allowance (1 month’s Swiss Base Salary; net of tax up to CHF 20’000).
  If necessary, reimbursement for temporary living expenses (meals, lodging and gratuities) and hire car (up to a maximum of 60 days).
  Spousal assistance allowance (CHF 10’000 taxable lump sum and CHF 10’000 in reimbursed expenses).
  Language training expense reimbursement for your family (up to CHF 7’000).
  Language training for you (up to CHF 7’000) or you can opt for an EA Swiss Co language training provider and direct payment by EA Swiss Co.
  Financial planning advice (for buying a home and personal finances; up to CHF 6’000).
  Ongoing funding of private schooling in Switzerland or, for local schooling a one off lump-sum payment per child (CHF 20’000/child).

 

Termination of Employment:

 

  1. If you voluntarily leave the employment of EA Swiss Co for any reason, at any time during the first 12 months following the International Transfer, it will be stated in your employment agreement with EA Swiss Co that EA Swiss Co may deduct the following amounts from your final salary payment and that you will repay in full back to EA Swiss Co any outstanding parts of the following amounts that are not deducted from your final salary:

 

  Relocation and shipping expenses (defined as travel costs to get to transfer you and your belongings to Switzerland)

 

  2. If EA Swiss Co terminates your employment at any time up to 24 months following the International Tranfer for any reason, except for gross misconduct, EA Swiss Co will pay the costs of relocating you and your family back to the UK.


Proposed letter wording to be agreed by the Employee:

 

I acknowledge receipt of your letter dated 2 September 2005 setting out the International Transfer Offer.

 

I have read in full and understand and accept the terms of the International Transfer Offer (set out above).

 

I understand that that my employment is subject to the receipt of the necessary work permits for me to work in Geneva.

 

I have been advised to obtain tax and legal advice and I have not relied upon EA for tax or legal advice.

 

 

 

My preferred date to move to Geneva is                                 .

 

 

 

Employer Signature   Employee Signature
Signed by  

 


  Signed by  

/s/ Gerhard Florin


Name  

 


  Name  

Gerhard Florin


Date  

 


  Date  

06 September 2005



Appendix B - Redundancy details

 

If you are unable to transfer to EA Swiss Co in Geneva and after consultation with you there is no alternative employment for you within EA, and your role does become redundant, you would be entitled to the following payments:-

 

 

1.     Redundancy Payment

 

You will be entitled to receive one year’s salary.*

 

The above Redundancy Payment includes your statutory redundancy payment. This proposed Redundancy Payment is only valid in relation to the proposed Geneva transfer and not in relation to any other potential future redundancy situation.

 

 

2.     Retention Payment

 

If you were unable to transfer to Geneva and EA were unable to find you an alternative position your role is likely to be redundant on 30 June 2006 (“June Date”) EA would like you to continue to be employed by EA Limited (“EA Ltd”) until the June Date and in order to incentivise you to do this it is offering you a payment which is detailed below. The principal conditions to this payment being made are that you notify EA Ltd by 30 September 2005 of your intention to stay and you do remain with EA Ltd for the Retention Period (defined below).

 

The Retention Payment is calculated on the following basis:

 

(i) If you notify EA Ltd by 30 September 2005 of your intention to remain in employment at EA Ltd until 28 February 2006 AND you do remain in employment at EA Ltd until 28 February 2006, EA Ltd will pay you 15% of your basic annual salary as at 28 February 2006 (this will not include car or fuel allowance or any other contributions usually made) in a lump sum. To be eligible for this payment you must notify EA Ltd by 30 September 2005 (this is a final date) in writing of your intention (and be employed on 28 February 2006). The payment will be made on the last working day of February 2006.

 

(ii) If you notify EA Ltd by 30 September 2005 of your intention to remain in employment at EA Ltd until the June Date and you do remain in employment at EA Ltd until the June Date, EA Ltd will pay you 30% of your basic annual salary as at 30 June 2006 (this will not include car or fuel allowance or any other contributions usually made) in a lump sum. To be eligible for this payment you must notify EA Ltd by 30 September 2005 (this is a final date) of your intention to continue to work (and be employed on 30 June 2006). The payment will be made on the last working day of June 2006.

 

*The Redundancy Payment will be paid gross, free of income and NI tax under current English law, subject to a cap of £30,000. Any amount over £30,000 will be taxed at the normal rate and NI deducted. The Retention Payment will be subject to employee tax and NI.


The time periods from 1 October to 28 February 2006 and 1 October to the June Date are defined as the “Retention Period”.

 

(iii) The Retention Payment and the enhanced element of the Redundancy Payment above are subject to the following conditions:

 

  a) You use your holiday sensibly during the Retention Period and take it at times approved by your manager. EA Ltd will pay you in respect of accrued, but unused holiday entitlement, as normal, when your employment agreement terminates.

 

  b) If you notify EA Ltd that you will stay and then you subsequently resign prior to the end of either of the Retention Periods, you will not be entitled to the Redundancy Payment or the Retention payment.

 

  c) If you secure another role within the EA group of companies prior to the June Date, but the role will commence after the June Date you will not be eligible to receive the Redundancy Payment.


Example letter to Electronic Arts to confirm acceptance of a proposed redundancy package

 

Date:

 

 


From:

 

 


 

 

I notify you that I am unable to accept the position with EA Swiss Co and that I will/will not be prepared to stay on and continue to work for EA Ltd until the 28 February 2006 /30 June 2006 (please mark as appropriate).

 

I understand and agree to the conditions set out above in your Appendix B of your letter of 2 September 2005.

 

 

Signed:  

 


EX-99.1 7 dex991.htm PRESS RELEASE Press Release

Exhibit 99.1

 

Contact

Trudy Muller

Electronic Arts

650.628.7323

tmuller@ea.com

 

EA REALIGNS MANAGEMENT RESPONSIBILITIES

 

 

Paul Lee Heads Global Studios; Gerhard Florin, Int’l Publishing; Frank Gibeau, North American Publishing; David Gardner, Global Studio Operations; Nancy Smith, The Sims Franchise

 

 

 

Redwood City, Calif – September 02, 2005 — Electronic Arts (NASDAQ:ERTS), today announced a series of executive changes as the Company prepares for the next generation of growth.

 

Effective immediately, Paul Lee will serve as president of EA Worldwide Studios; replacing Don Mattrick who after a combined 23 years of tremendous leadership and success at EA and Distinctive Software (EA acquired in 1991), has chosen to seek other opportunities outside of EA.

 

David Gardner, will now serve as global Studio Chief Operating Officer.

 

Leading EA’s Publishing organization will be, Gerhard Florin Executive Vice President of International Publishing and Frank Gibeau, Executive Vice President of North American Publishing.

 

“These promotions of Paul, Gerhard, David, and Frank reflect the enormous amount of talent and depth within our organization,” said EA Chairman and Chief Executive Officer Larry Probst. “Each of these executives has served many years in our company,


developing their leadership skills and proving themselves with increasing levels of responsibility. I believe this is the strongest and most capable executive team in our industry.”

 

Paul Lee joined EA in 1991 with the acquisition of Distinctive Software and has held several leadership positions within the studios, most recently as Executive Vice President and Studio Chief Operating Officer. He has led EA through numerous technology transitions and the development of many successful intellectual properties.

 

David Gardner – formerly Senior Vice President of EA International Publishing – will support Paul Lee as Chief Operating Officer of EA Worldwide Studios. In addition to his responsibilities in the studio, David – a 23-year veteran at EA - will have oversight of EA Partners and EA Mobile.

 

Gerhard Florin – formerly Senior Vice President and General Manager of European Publishing – will expand his portfolio to include oversight of EA Asia. Senior Vice President and General Manager of EA Asia, Jon Niermann will report to Gerhard.

 

Frank Gibeau –formerly Senior Vice President of North American Marketing, who has been responsible for numerous innovative and award-winning marketing campaigns - will now be responsible for all aspects of the North American Publishing Division.

 

Nancy Smith — former Executive Vice President and General Manager of North American Publishing, and EA veteran of 21 years will take on a new role within the Company as EVP and General Manager of The Sims Franchise. The added organization and executive focus on this most significant intellectual property will extend the power of this global franchise.

 

EA also promotes Glenn Entis to Senior Vice President, Chief Visual and Technical Officer, reporting to Paul Lee. Glenn is an Academy Award winner and one of the most talented creative visionaries within the industry. As both the founder of PDI and the


head of DreamWorks Interactive when EA acquired them in 2000, he is the perfect person to lead EA’s visual and technical teams into the next generation.

 

“These promotions and changes also mark the end of an era for EA, with the departures of Studio President Don Mattrick and Executive Vice President Bruce McMillan from our executive team,” said Larry Probst. “Both Don and Bruce have made enormous contributions to our company, our industry and to people all over the world who love games. We look forward to working with them again in the future.”

 

“As both an independent developer and as an executive at EA, I’ve had terrific experiences in interactive entertainment,” said Don Mattrick. “Today, EA is making great progress in developing games for the next generation of console technology and the company has an incredible bench of executive leaders. This is an ideal time for me to evaluate the next set of challenges in my career. I wish everyone at EA enormous success and hope that I’ll be working with them again soon.”

 

About Electronic Arts

Electronic Arts (EA), headquartered in Redwood City, California, is the world’s leading interactive entertainment software company. Founded in 1982, the company develops, publishes, and distributes interactive software worldwide for videogame systems, personal computers and the Internet. Electronic Arts markets its products under four brand names: EA SPORTS, EA, EA SPORTS BIG and POGO. In fiscal 2005, EA posted revenues of $3.1 billion and had 31 titles that sold more than one million copies. EA’s homepage and online game site is www.ea.com. More information about EA’s products and full text of press releases can be found on the Internet at http://info.ea.com.

 

 

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Electronic Arts, EA, EA SPORTS, EA SPORTS BIG and POGO are trademarks or registered trademarks of Electronic Arts Inc. in the U.S. and/or other countries. All other trademarks are the property of their respective owners.

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