S-8

As filed with the Securities and Exchange Commission On February 17, 2006

Registration No. 333-            

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ELECTRONIC ARTS INC.

Delaware	94-2838567
(State of Incorporation)	(IRS Employer Identification No.)

209 Redwood Shores Parkway

Redwood City, CA 94065

(Address of Principal Executive Offices)

JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan

JAMDAT Mobile Inc. 2004 Equity Incentive Plan

(Full Title of the Plan)

Stephen G. Bené

Senior Vice President, General Counsel and Secretary

209 Redwood Shores Parkway

Redwood City, CA 94065

(650) 628-1500

(Name, address and telephone number of agent for service)

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Proposed Maximum Amount to be Registered (1)		Proposed Maximum Offering Price Per Share(2)		Aggregate Offering Price		Amount of Registration Fee
Common Stock ($0.01 par value)	1,887,951	(3)	$	43.92	$	82,918,807.92	$	8,872.31

(1) This Registration Statement shall also cover any additional shares of Registrant’s common stock in respect of the securities identified in the above table by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Registrant’s Common Stock.

(2) Calculated solely for the purposes of this offering under Rule 457(h) of the Securities Act of 1933, as amended (the “Securities Act”), on the basis of the weighted average exercise price of outstanding options and restricted stock units.

(3) Represents shares subject to issuance upon the exercise of stock options and restricted stock units outstanding under the JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan and the JAMDAT Mobile Inc. 2004 Equity Incentive Plan and assumed by the Registrant on February 15, 2006 pursuant to an Agreement and Plan of Merger, as amended, by and among Registrant, a wholly-owned subsidiary of Registrant, and JAMDAT Mobile Inc.

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed to register the shares of Common Stock, par value $0.01 per share, of Electronic Arts Inc., a Delaware corporation (“EA” or the “Company”), issuable pursuant to the JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan and the JAMDAT Mobile Inc. 2004 Equity Incentive Plan (collectively, “the “Equity Plans”). In connection with EA’s acquisition of JAMDAT Mobile Inc., EA assumed all of the outstanding stock options and restricted stock units issued under the Equity Plans.

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

EA hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the “Commission”):

(a) EA’s Annual Report on Form 10-K for the fiscal year ended March 31, 2005, filed with the Commission on June 7, 2005;

(b) EA’s Quarterly Reports on Form 10-Q for the fiscal quarters ended June 30, 2005, September 30, 2005 and December 31, 2005, filed with the Commission on August 3, 2005, November 10, 2005 and February 8, 2006, respectively;

(c) EA’s Current Reports on Form 8-K and/or Form 8-K/A filed with the Commission on May 16, 2005, June 20, 2005, September 8, 2005, December 8, 2005 (other than Item 7.01, Item 9.01, and Exhibit 99.1, which shall not be deemed to be incorporated by reference herein), December 12, 2005 (other than Item 7.01, Item 9.01, and Exhibit 99.1, which shall not be deemed to be incorporated by reference herein), December 14, 2005, and February 15, 2006;

(d) All other reports filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Company’s Annual Report referred to in (a) above; and

(e) The description of EA’s Common Stock contained in the Company’s Registration Statement on Form 8-A, together with any other amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this registration statement which indicates that all securities offered hereby have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Unless expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall not be incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. EXPERTS

The validity of the issuance of the shares of Common Stock offered hereby will be passed upon for EA by Stephen G. Bené, Senior Vice President, General Counsel and Secretary of the Company. As of February 16, 2006, Mr. Bené did not own any shares of EA Common Stock but did hold options to purchase a total of 149,000 shares.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 145 of the General Corporation Law of the State of Delaware allows a Delaware corporation to indemnify any person who is, or is threatened to be made, a party to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than action by or in the right of the corporation), by reason of the fact that the person was an officer or director of the corporation, or is or was serving at the request of the corporation as a director,

officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that the person (a) acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation’s best interests and (b) in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. A Delaware corporation may indemnify its officers and directors in an action by or in the right of the corporation under the same conditions, except that judicial approval of the indemnification is required if the officer or director is judged to be liable to the corporation in the performance of his or her duty. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify the officer or director against the expenses which he or she actually and reasonably incurred. Section 6 of our amended and restated bylaws and Article 7 of our amended and restated certificate of incorporation provide for the indemnification of our directors and officers to the fullest extent permissible under Delaware law, and if Delaware law is amended to further eliminate or reduce directors’ and officers’ liability to a Delaware corporation, our directors and officers liability shall be so eliminated or reduced as well.

In addition, in accordance with the Delaware General Corporation Law, Article 7 of our amended and restated certificate of incorporation limits the personal liability of our directors for violations of their fiduciary duty. This provision eliminates each director’s liability to us or our stockholders for monetary damages except (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

We have entered into indemnification agreements with our directors and officers. These agreements provide indemnity rights to the maximum extent permitted by law. While the indemnification agreements are not intended to deny or otherwise limit third-party or derivative suits against us or our directors or officers, if a director or officer were entitled to indemnity or contribution under the indemnification agreement, the financial burden of a third-party suit may be borne by us because, although any such recoveries would accrue to our benefit, they may be offset by our obligations to the director or officer under the indemnification agreement. In addition, our officers and directors are insured under an officers and directors liability insurance policy.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

4.01	Amended and Restated Certificate of Incorporation of Electronic Arts Inc. (1)
4.02	Amended and Restated Bylaws of Electronic Arts Inc. (2)
4.03	JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan (3)
4.04	JAMDAT Mobile Inc. 2004 Equity Incentive Plan (4)
4.05	Forms of JAMDAT Mobile Inc. 2004 Equity Incentive Plan Stock Option Agreement and related documentation
4.06	Forms of JAMDAT Mobile Inc. 2004 Equity Incentive Stock Award Agreement and related documentation
5.01	Opinion of General Counsel regarding legality of the securities being issued
15.01	Letter re: Unaudited Interim Financial Information
23.01	Consent of General Counsel (included in Exhibit 5.01)
23.02	Consent of Independent Registered Public Accounting Firm
24.01	Power of Attorney (see page 4 hereof)

(1) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended September 30, 2004

(2) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended June 30, 2004

(3) Incorporated by reference to exhibit filed with JAMDAT Mobile Inc.’s Registration Statement on Form S-1 (File No. 333-117127), declared effective by the Securities and Exchange Commission on September 28, 2004

(4) Incorporated by reference to exhibit filed with JAMDAT Mobile Inc.’s Registration Statement on Form S-1 (File No. 333-117127), declared effective by the Securities and Exchange Commission on September 28, 2004

ITEM 9. UNDERTAKINGS

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (1)(i) and (l)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS that each individual and corporation whose signature appears below constitutes and appoints Warren C. Jenson and Kenneth A. Barker and each of them, his or its true and lawful attorneys-in-fact and agents with full power of substitution, for him or it and in his or its name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement of Form S-8, and to file the same with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Redwood City, State of California, on this 17th day of February, 2006.

ELECTRONIC ARTS INC.
By:	/s/ Stephen G. Bené
	Stephen G. Bené, Esq.
	Senior Vice President, General Counsel
	and Secretary

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Name	Title	Date
Chief Executive Officer:
/s/ Lawrence F. Probst III
Lawrence F. Probst III	Chairman and	February 17, 2006
	Chief Executive Officer
Principal Financial Officer:
/s/ Warren C. Jenson
Warren C. Jenson	Executive Vice President,	February 17, 2006
	Chief Financial and
	Administrative Officer
Principal Accounting Officer:
/s/ Kenneth A. Barker
Kenneth A. Barker	Vice President,	February 17, 2006
	Chief Accounting Officer
Directors:
/s/ M. Richard Asher	Director	February 17, 2006
M. Richard Asher
/s/ Leonard S. Coleman	Director	February 17, 2006
Leonard S. Coleman
/s/ Gary M. Kusin	Director	February 17, 2006
Gary M. Kusin
/s/ Gregory B. Maffei	Director	February 17, 2006
Gregory B. Maffei
/s/ Timothy J. Mott	Director	February 17, 2006
Timothy J. Mott
/s/ Vivek Paul	Director	February 17, 2006
Vivek Paul
/s/ Robert W. Pittman	Director	February 17, 2006
Robert W. Pittman
/s/ Linda J. Srere	Director	February 17, 2006
Linda J. Srere

INDEX TO EXHIBITS

Exhibit Number	Description
4.01	Amended and Restated Certificate of Incorporation of Electronic Arts Inc. (1)
4.02	Amended and Restated Bylaws of Electronic Arts Inc. (2)
4.03	JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan (3)
4.04	JAMDAT Mobile Inc. 2004 Equity Incentive Plan (4)
4.05	Forms of JAMDAT Mobile Inc. 2004 Equity Incentive Plan Stock Option Agreement and related documentation
4.06	Forms of JAMDAT Mobile Inc. 2004 Equity Incentive Stock Award Agreement and related documentation
5.01	Opinion of General Counsel regarding legality of the securities being issued
15.01	Letter re: Unaudited Interim Financial Information
23.01	Consent of General Counsel (included in Exhibit 5.01)
23.02	Consent of Independent Registered Public Accounting Firm
24.01	Power of Attorney (see page 4 hereof)

(1) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended September 30, 2004

(2) Incorporated by reference to exhibit filed with EA’s Form 10-Q for the fiscal quarter ended June 30, 2004

(3) Incorporated by reference to exhibit filed with JAMDAT Mobile Inc.’s Registration Statement on Form S-1 (File No. 333-117127), declared effective by the Securities and Exchange Commission on September 28, 2004

(4) Incorporated by reference to exhibit filed with JAMDAT Mobile Inc.’s Registration Statement on Form S-1 (File No. 333-117127), declared effective by the Securities and Exchange Commission on September 28, 2004

EX-4.05

Exhibit 4.05

Location: US

JAMDAT MOBILE INC.

NONQUALIFIED STOCK OPTION GRANT

2004 EQUITY INCENTIVE PLAN

«First»«Middle»«Last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the optionee named above (the “Optionee”), a non-qualified stock option grant (the “Option”) under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase the total number of shares set forth below of common stock of the Company (the “Option Shares”) at the exercise price 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 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:

Number of Option Shares:	«Shares»	Exercise Price per Share:	$
Date of Grant:		Expiration Date:
Vest Start Date:

Subject to the terms and conditions of the Plan and the Grant, these Options will first vest and become exercisable as to 24%, 12 months from Vest Start Date and will then vest 2% on the first calendar day of each month thereafter for 38 months. Optionee may then exercise the option with respect to vested Option Shares at any time until expiration or termination.

The 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 continue in accordance with the Grant schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum vesting period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

By:

Title:

ACCEPTANCE:

Optionee hereby acknowledges that a copy of the Plan and a copy of the Prospectus as amended are available upon request from the Administrator and can be delivered 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 advisor prior to such exercise.

Signature:

Appendix A

JAMDAT MOBILE INC.

Nonqualified Stock Option (the “Option”) Terms and Conditions (US)

Under the 2004 Equity Incentive Plan

1. Form of Option Grant. Each Option granted under the Plan shall be evidenced by a Stock Option Grant (the “Grant”) in such form (which need not be the same for each Optionee) as the Administrator shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of the Plan. Grants may be evidenced by paper copy or electronic copy.

2. Date of Grant. The date of grant of the Option shall be the date on which the Administrator makes the determination to grant such Option unless otherwise specified by the Administrator. 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 from the Administrator. Delivery may be made either by paper copy or electronically.

3. Exercise Price. The exercise price of the Option shall be determined by the Administrator on the date the Option is granted.

4. Exercise Period. Options shall be exercisable within the times or upon the events determined by the Administrator as set forth in the Grant; provided, however, that no Option shall be exercisable after the expiration of 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 Securities 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 Common Stock may be listed, as they are in effect on the date of exercise.

6. Cancellation of Option.

(a) Except as provided in this section, the Option shall be cancelled in whole if Optionee is terminated and may not be exercised to the extent cancelled. If the Optionee is terminated for any reason except by death, disability or Retirement, the Option, to the extent it is exercisable on the Termination Date, may be exercised by the Optionee within 3 months after the Termination Date, but in no event later than the Expiration Date;

(b) Except as provided in this subsection, the Option shall be cancelled in part, if Optionee ceases to be a full-time employee, but remains an employee of the Optionee’s employer, and may not be exercised to the extent cancelled. If the Optionee ceases to be a full-time employee 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 months after the Termination Date, but in no event later than the Expiration Date:

(i) Unless otherwise required by local law, an Optionee shall be deemed to be a “full-time” employee if Optionee works not less than 40 hours per week;

(ii) Except to the extent the Option is cancelled in accordance with subsection (b)(iii) below, the Option shall continue to vest in equal monthly amounts from the Termination Date up to 50 calendar months from the vest start date set forth in the Grant (the “Vest Start Date”), provided the Optionee is continuously employed during the period; and

(iii) The number of Option Shares under the Option that shall be cancelled in accordance with this subsection will be determined by multiplying the total number of Option Shares by the result of the following formula:

Total number of unvested Option Shares multiplied by [[X minus Y] divided by X] Where X equals the number of hours in Optionee’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Optionee’s regularly-scheduled workweek after ceasing to be a full-time employee.

(c) If the Optionee’s employment with the Company is terminated because of the Retirement of the Optionee, as defined below, the Option, to the extent that it is exercisable on the Termination Date, may be exercised by the Optionee at any time prior to the earlier of (i) expiration of 60 months from the Termination Date, and (ii) the Expiration Date. For the purposes of this Paragraph 6(c) “Retirement” means voluntary termination of employment with the Company by Optionee if Optionee’s age added to Optionee’s years of Service with the Company equals or exceeds 60 and Optionee has at least 10 years of service with the Company. For the purposes of this Paragraph 6(c), “Service” means employment from date of hire to Termination Date plus any previous employment with the Company where the previous employment period was at least 12 months (exclusive of any extended non-medical leaves of absence) and exceeded the length of time between Optionee’s previous and current employment with the Company.

(d) If the Optionee is Terminated because of the death of the Optionee or permanent and total 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 12 months after the Termination Date, but in any event no later than the Expiration Date.

(e) Notwithstanding the provisions in subsection 6(a) above, if the Optionee’s employment is terminated for Cause, the Option may not be exercised to any extent whatsoever and any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares upon vesting is hereby revoked.

(f) Notwithstanding the provisions in subsection 6(a) above, if (i) the Optionee’s employment with the Company is terminated other than for Cause, (ii) the Optionee was subject to the Company’s “trading window” (as described in the Company’s policy on securities trades by Company personnel) at the time his or her employment was terminated, and (iii) the “trading window” was closed at the time the Optionee’s employment was terminated and remained closed during the entire Post-Termination Exercise Period (thereby preventing the immediate resale of Shares acquired upon exercise of the Option), then the Option, to the extent it is exercisable on the Termination Date, shall remain exercisable until 10 days after the date the Optionee is notified by the Company that the “trading window” has been opened; provided, however, that no Option will be exercisable later than the Expiration Date.

(g) 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.

(a) The Option shall be exercisable by delivery to the Company of written notice in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator, which shall set forth the Optionee’s election to exercise the Option, the number of Option Shares being purchased, and such other representations and agreements as to the Optionee’s investment intent and access to information as may be required 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) by tender of shares of Common Stock of the Company having a fair market value equal to the Exercise Price; or (iii) a combination of the foregoing, provided that a portion of the exercise price equal to the par value of the Shares, if any, must be paid in cash or other legal consideration.

(c) Prior to the exercise of the Option, the Optionee must pay or make adequate arrangements satisfactory to the Company and the Optionee’s employer for any income tax, social insurance, payroll tax, payment on account or other applicable tax-related withholding (“Tax Items”) legally due by the Optionee.

(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.

8. Compliance with Laws and Regulations. 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 Common Stock may be listed at the time of such issuance or transfer.

9. Nontransferability of Option. No Option or Stock Purchase Right may be sold, pledged, hypothecated, transferred or disposed of in any manner other than by will or the laws of descent and distribution or as determined by the Administrator and set forth in the written grant with respect to Stock Purchase Rights and Options that are not Incentive Stock Options.

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. For federal tax purposes, if the Shares are held for less than 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 12 months any such gain will be treated as long-term capital gain.

11. Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Grant shall be submitted by Optionee, Optionee’s employer, or the Company, forthwith to the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Optionee, Optionee’s employer, and/or the Company.

12. Entire Agreement. The Plan is available upon request from the Administrator. The Grant, the Plan and the written notice and agreement attached as Exhibit A constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

Location: Canada

JAMDAT MOBILE INC.

NONQUALIFIED STOCK OPTION GRANT

2004 EQUITY INCENTIVE PLAN

«First» «Middle» «last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the optionee named above (the “Optionee”), a non-qualified stock option grant (the “Option”) under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase the total number of shares set forth below of common stock of the Company (the “Option Shares”) at the exercise price 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 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:

Number of Option Shares:	«Number_of_Option_Shares»	Exercise Price per Share:	$
Date of Grant:		Expiration Date:
Vest Start Date:

Subject to the terms and conditions of the Plan and the Grant, these Options will first vest and become exercisable as to 24%, 12 months from Vest Start Date and will then vest 2% on the first calendar day of each month thereafter for 38 months. Optionee may then exercise the option with respect to vested Option Shares at any time until expiration or termination.

The 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 continue in accordance with the Grant schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum vesting period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

By:

Title:

ACCEPTANCE:

Optionee hereby acknowledges that a copy of the Plan and a copy of the Prospectus as amended are available upon request from the Administrator and can be delivered 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 advisor prior to such exercise. It is the express wish of the parties that this agreement and any related documents be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soient rédigés et signés en anglais.

Signature:

Appendix A

JAMDAT MOBILE INC.

Nonqualified Stock Option (the “Option”) Terms and Conditions (Canada)

Under the 2004 Equity Incentive Plan

• Form of Option Grant. Each Option granted under the Plan shall be evidenced by a Stock Option Grant (the “Grant”) in such form (which need not be the same for each Optionee) as the Administrator shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of the Plan. Grants may be evidenced by paper copy or electronic copy.

• Date of Grant. The date of grant of the Option shall be the date on which the Administrator makes the determination to grant such Option unless otherwise specified by the Administrator. 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 from the Administrator. Delivery may be made by either paper copy or electronically.

• Exercise Price. The exercise price of the Option shall be determined by the Administrator on the date the Option is granted.

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

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

•    the Option may not be exercised until the Plan has been approved by the stockholders of the Company as set forth in the Plan; and

•    the Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise.

• Acknowledgments and Waiver. The Optionee agrees and acknowledges that:

•    The Plan is established voluntarily by the Company, it is discretionary in nature and the Company can amend, suspend or cancel it at any time, except as otherwise provided in this agreement or the Plan;

•    The grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future rights to Options or benefits in lieu thereof, even if Options have been granted repeatedly in the past;

•    The right to Options under the Plan is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, bonuses, pension or retirement benefits or similar payments and in no event should be considered as payment for past services to the Company or the employer;

•    The future value of the shares underlying the Option is unknown and cannot be predicted with certainty;

•    No claim or entitlement to compensation or damages arises from the termination of the right to Options or diminution in value of the shares underlying the Option or purchased under the Plan and the Optionee irrevocably releases the Company and the Optionee’s employer from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by agreeing to this Option, Optionee shall be deemed irrevocably to have waived his or her entitlement to pursue such claim;

•    The Optionee’s participation in the Plan shall not create a right to further employment with the Company or the Optionee’s employer and shall not interfere with the ability of the Company or the Optionee’s employer to terminate the employment relationship at any time; and

•    The Option is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to Company or to Optionee’s employer.

• Cancellation of Option.

•    Except as provided in this section, the Option shall be cancelled in whole if Optionee is terminated and may not be exercised to the extent cancelled. If the Optionee is terminated for any reason except by death, disability or Retirement, the Option, to the extent it is exercisable on the Termination Date, may be exercised by the Optionee within 3 months after the Termination Date, but in no event later than the Expiration Date.

•    Except as provided in this subsection, the Option shall be cancelled in part, if Optionee ceases to be a full-time employee, but remains an employee of the Optionee’s employer, and may not be exercised to the extent cancelled. If the Optionee ceases to be a full-time employee 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 3 months after the Termination Date, but in no event later than the Expiration Date:

•    Unless otherwise required by local law, an Optionee shall be deemed to be a “full-time” employee if Optionee works not less than 40 hours per week;

•    Except to the extent the Option is cancelled in accordance with subsection (b)(iii) below, the Option shall continue to vest in equal monthly amounts from the Termination Date up to 50 calendar months from the vest start date set forth in the Grant (the “Vest Start Date”), provided the Optionee is continuously employed during the period; and

•    The number of Option Shares under the Option that shall be cancelled in accordance with this subsection will be determined by multiplying the total number of Option Shares by the result of the following formula:

Total number of unvested Option Shares multiplied by [[X minus Y] divided by X]

Where X equals the number of hours in Optionee’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Optionee’s regularly-scheduled workweek after ceasing to be a full-time employee.

•    If the Optionee’s employment with the Company is terminated because of the Retirement of the Optionee, as defined below, the Option, to the extent that it is exercisable on the Termination Date, may be exercised by the Optionee at any time prior to the earlier of (i) expiration of 60 months from the Termination Date, and (ii) the Expiration Date. For the purposes of this Paragraph 7(c) “Retirement” means voluntary termination of employment with the Company by Optionee if Optionee’s age added to Optionee’s years of Service with the Company equals or exceeds 60 and Optionee has at least 10 years of service with the Company. For the purposes of this Paragraph 7(c), “Service” means employment from date of hire to Termination Date plus any previous employment with the Company where the previous employment period was at least 12 months (exclusive of any extended non-medical leaves of absence) and exceeded the length of time between Optionee’s previous and current employment with the Company.

•    If the Optionee is Terminated because of the death of the Optionee or total and permanent 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 12 months after the Termination Date, but in any event no later than the Expiration Date.

•    Notwithstanding the provisions in subsection 7(a) above, if the Optionee’s employment is terminated for Cause, the Option may not be exercised to any extent whatsoever and any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares upon vesting is hereby revoked.

•    Notwithstanding the provisions in subsection 7(a) above, if (i) the Optionee’s employment with the Company is terminated other than for Cause, (ii) the Optionee was subject to the Company’s “trading window” (as described in the Company’s policy on securities trades by Company personnel) at the time his or her employment was terminated, and (iii) the “trading window” was closed at the time the Optionee’s employment was terminated and remained closed during the entire Post-Termination Exercise Period (thereby preventing the immediate resale of Shares acquired upon exercise of the Option), then the Option, to the extent it is exercisable on the Termination Date, shall remain exercisable until 10 days after the date the Optionee is notified by the Company that the “trading window” has been opened; provided, however, that no Option will be exercisable later than the Expiration Date.

•    Manner of Exercise.

•    The Option shall be exercisable by delivery to the Company of written notice in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator, which shall set forth the Optionee’s election to exercise the Option, the number of Option Shares being purchased, and such other representations and agreements as to the Optionee’s investment intent and access to information as may be required by the Company to comply with applicable securities laws.

•    Such notice shall be accompanied by full payment of the Exercise Price (i) in cash; (ii) by tender of shares of Common Stock of the Company having a fair market value equal to the Exercise Price; or (iii) a combination of the foregoing, provided that a portion of the exercise price equal to the par value of the Shares, if any, must be paid in cash or other legal consideration.

•    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.

• Governing Law. The Grant as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California, United States.

• Translation. If the Optionee has received this or any other document related to the Plan that is translated into a language other than English and if the translated version is different from the English version, the English version will take precedence.

• Tax Consequences. Set forth below is a brief summary as of the date of the form of grant was adopted some of the federal and provincial 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.

•    Exercise. Upon exercise, Optionee will recognize employment income in an amount equal to the excess, if any, of the fair market value of the Shares on the date of exercise over the Exercise Price for those Shares. Optionee may defer the income tax on the first C$100,000 worth of shares (but not any CPP contributions) imposed on the gain until the earliest of the time that he or she (1) sells the shares acquired upon exercise of your option, (2) dies, or (3) becomes a non-resident of Canada. To be eligible for this deferral, Optionee must file an election with his or her employer by January 15 of the year following the year in which you acquire shares upon exercise of your option. An Optionee who deals at arms-length with the Company and any parent or Subsidiary at the time immediately after this agreement was made, may deduct an amount in computing their taxable income equal to 1/2 of the amount of the excess referred to above. Optionee represents that Optionee has consulted any tax consultant(s) Optionee deems advisable in connection with the purchase of the Shares.

•    Disposition of the Shares. For federal and provincial tax purposes, any gain or loss on the disposition of the shares will be measured from the adjusted cost base of the shares, which will be equal to their fair market value at the date of exercise. The resulting gain or loss will likely qualify for capital gains treatment (i.e. only 1/2 must be included income), provided the holder is not a trader or dealer in securities.

• Data Privacy. As a condition of participating in the Plan, the Optionee:

•    explicitly and unambiguously consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this section by, as applicable, the employer of the Optionee, and the Company and any of its Subsidiaries or affiliates for the exclusive purpose of administering the Optionee’s participation in the Plan;

•    understands that the Company, the Optionee’s employer and any of its Subsidiaries or affiliates may hold certain personal information about the Optionee, including the Optionee’s name, home address and telephone number, date of birth, social security number or other identification number, nature and amount of compensation, nationality, job title, any shares or directorships held in the Company, details of all Options or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Optionee’s favor, for the purpose of administering the Plan (“Data”);

•    understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;

•    understands that the recipients of Data may be located in the Optionee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country of residence;

•    authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan to a broker or other third party with whom the Optionee may elect to open an account in connection with the receipt of proceeds of the sale of Shares;

•    understands that Data will be held only as long as necessary to administer the Optionee’s participation in the Plan;

•    understands that the Optionee may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and

•    understands that withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan.

• Nontransferability of Option. No Option may be sold, pledged, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution or as determined by the Administrator and set forth in the Grant.

• Exclusion of Option From Notice Period. The period of continuous employment for the purposes of the Grant shall be the period commencing on the Vest Start Date and ending on the Termination Date, or if earlier, the date on which the Optionee’s employer gives notice of Termination (the “Vest End Date”). In no event shall vesting of the Option extend beyond the Vest End Date, nor shall any potential value of the Option after the Vest End Date be considered in determining any notice or compensation in lieu of notice that may be required or given upon Termination. Optionee agrees that this provision is a condition to the Grant and hereby waives any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares, which would have under any circumstances vested after the Vest End Date.

• Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Grant shall be submitted by Optionee, Optionee’s employer, or the Company, forthwith to the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Optionee, Optionee’s employer, and/or the Company.

• Entire Agreement. The Plan is available upon request from the Administrator. The Grant, the Plan and the written notice and agreement attached as Exhibit A constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

Location: Int’l

JAMDAT MOBILE INC.

NONQUALIFIED STOCK OPTION GRANT

2004 EQUITY INCENTIVE PLAN

«First»«Middle»«Last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the individual named above (the “Optionee”), a nonqualified Option under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase the total number of shares set forth below of common stock of the Company (the “Option Shares”) at the Exercise Price set forth below. The Option is subject to all the terms and conditions of the Nonqualified Stock Option Grant including the terms and conditions in the attached Appendix A (the “Grant”) and the Plan, the provisions of which are incorporated herein by reference. All capitalized terms used in this Grant that are not defined herein have the meanings defined in the Plan. The principal features of the option are as follows:

Number of Option Shares:	«Shares»	Exercise Price per Share:	$
Date of Grant:		Expiration Date:
Vest Start Date:

Subject to the terms and conditions of the Plan and the Grant, the Option will first vest and become exercisable as to 24%, 12 months from Vest Start Date and will then vest 2% on the first calendar day of each month thereafter for 38 months. The Optionee may then exercise the Option to the extent it has become vested, at any time until expiration or cancellation.

The 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 continue in accordance with the Grant schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum vesting period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

By:

Title:

ACCEPTANCE:

The Optionee acknowledges the receipt of the Grant under the Plan. The Optionee acknowledges that a copy of the Plan and a copy of the prospectus as amended are available upon request from the Administrator and can be delivered electronically. Optionee represents that Optionee has read and understands the contents of the Plan, the prospectus, and the Grant, and accepts the Option subject to all the terms and conditions of the Plan and the Grant. The Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option and that Optionee should consult a tax advisor prior to any exercise.

Signature:

Appendix A

JAMDAT MOBILE INC.

Nonqualified Stock Option Terms and Conditions (Intl.)

Under the 2004 Equity Incentive Plan

13. Form of Option Grant. The 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 Administrator shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of the Plan. Grants may be evidenced by paper copy or electronic copy.

14. Date of Grant. The date of grant of the Option will be the date on which the Administrator makes the determination to grant such Option unless otherwise specified by the Administrator. The Grant representing the Option will be delivered to Optionee within a reasonable time after the granting of the Option. Delivery may be made by either paper copy or electronic copy.

15. Exercise Price. The Administrator shall determine the exercise price of the Option on the date the Option is granted.

16. Exercise Period. Options shall be exercisable within the times or upon the events determined by the Administrator as set forth in the Grant; provided, however, that no Option shall be exercisable after the expiration of 10 years from the date the Option is granted (the “Expiration Date”).

17. 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; and

(b) the Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise.

18. Acknowledgments and Waiver. The Optionee agrees and acknowledges that:

(a) the Plan is discretionary and the Company can amend or cancel it at any time;

(b) participation in the Plan is voluntary and does not create any contractual or other right to receive future rights to purchase shares;

(c) the right to purchase shares under the Plan is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, bonuses, pension or retirement benefits or similar payments;

(d) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty;

(e) no claim or entitlement to compensation or damages arises from the termination of the right to purchase shares or diminution in value of the shares purchased under the Plan and the Optionee irrevocably releases the Company and the Optionee’s employer from any such claim that may arise; and

(f) the Optionee’s participation in the Plan shall not create a right to further employment with the Optionee’s employer and shall not interfere with the ability of the Optionee’s employer to terminate the employment relationship at any time.

19. Cancellation of Option.

(a) Except as provided in this section, the Option shall be cancelled in whole if Optionee is terminated and may not be exercised to the extent cancelled. If the Optionee is terminated for any reason except by death, disability or Retirement, the Option, to the extent it is exercisable on the Termination Date, may be exercised by the Optionee within 3 months after the Termination Date, but in no event later than the Expiration Date;

(b) Except as provided in this subsection, the Option shall be cancelled in part, if Optionee ceases to be a full-time employee, but remains an employee of the Optionee’s employer, and may not be exercised to the extent cancelled. If the Optionee ceases to be a full-time employee 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 months after the Termination Date, but in no event later than the Expiration Date:

(i) Unless otherwise required by local law, an Optionee shall be deemed to be a “full-time” employee if Optionee works not less than 40 hours per week;

(ii) Except to the extent the Option is cancelled in accordance with subsection (b)(iii) below, the Option shall continue to vest in equal monthly amounts from the Termination Date up to 50 calendar months from the vest start date set forth in the Grant (the “Vest Start Date”), provided the Optionee is continuously employed during the period; and

(iii) The number of Option Shares under the Option that shall be cancelled in accordance with this subsection will be determined by multiplying the total number of Option Shares by the result of the following formula:

Total number of unvested Option Shares multiplied by [[X minus Y] divided by X]

Where X equals the number of hours in Optionee’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Optionee’s regularly-scheduled workweek after ceasing to be a full-time employee.

(c) If the Optionee’s employment with the Company is terminated because of the Retirement of the Optionee, as defined below, the Option, to the extent that it is exercisable on

the Termination Date, may be exercised by the Optionee at any time prior to the earlier of (i) expiration of 60 months from the Termination Date, and (ii) the Expiration Date. For the purposes of this Paragraph 7(c) “Retirement” means voluntary termination of employment with the Company by Optionee if Optionee’s age added to Optionee’s years of Service with the Company equals or exceeds 60 and Optionee has at least 10 years of service with the Company. For the purposes of this Paragraph 7(c), “Service” means employment from date of hire to Termination Date plus any previous employment with the Company where the previous employment period was at least 12 months (exclusive of any extended non-medical leaves of absence) and exceeded the length of time between Optionee’s previous and current employment with the Company.

(d) If the Optionee is Terminated because of the death of the Optionee or permanent and total 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 12 months after the Termination Date, but in any event no later than the Expiration Date.

(e) Notwithstanding the provisions in subsection 7(a) above, if the Optionee’s employment is terminated for Cause, the Option may not be exercised to any extent whatsoever and any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares upon vesting is hereby revoked.

(f) Notwithstanding the provisions in subsection 6(a) above, if (i) the Optionee’s employment with the Company is terminated other than for Cause, (ii) the Optionee was subject to the Company’s “trading window” (as described in the Company’s policy on securities trades by Company personnel) at the time his or her employment was terminated, and (iii) the “trading window” was closed at the time the Optionee’s employment was terminated and remained closed during the entire Post-Termination Exercise Period (thereby preventing the immediate resale of Shares acquired upon exercise of the Option), then the Option, to the extent it is exercisable on the Termination Date, shall remain exercisable until 10 days after the date the Optionee is notified by the Company that the “trading window” has been opened; provided, however, that no Option will be exercisable later than the Expiration Date.

20. Manner of Exercise.

(a) The Option shall be exercisable by delivering to the Company a written notice in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator, which shall set forth the Optionee’s election to exercise the Option, the number of Option Shares being purchased, and such other representations and agreements as to the Optionee’s investment intent and access to information as may be required 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) by tender of shares of Common Stock of the Company having a fair market value equal to the Exercise Price; or (iii) a combination of the foregoing, provided that a portion of the exercise price equal to the par value of the Shares, if any, must be paid in cash or other legal consideration.

(c) 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.

21. Governing Law. The Grant as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California, United States.

22. Translation. If the Optionee has received this or any other document related to the Plan that is translated into a language other than English and if the translated version is different from the English version, the English version will take precedence.

23. Tax Withholding.

(a) The Company will assess its requirements regarding tax, social insurance, and other applicable taxes (“Tax Items”) in connection with the Option. These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Optionee hereby acknowledges and agrees that the ultimate liability for Tax Items is the responsibility of the Optionee and that the Company and/or the Optionee’s employer:

(i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Grant, including the grant or exercise of the purchase rights and the subsequent sale of shares acquired under the Plan; and

(ii) do not commit to structure the terms of the Grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Items.

(b) Prior to the issuance of the Option Shares upon exercise of the Option, the Optionee must pay or make adequate provisions for the withholding of Tax Items. The Optionee authorizes the Company and/or the Optionee’s employer to withhold all applicable Tax Items legally payable by the Optionee from the compensation paid to the Optionee by the Company and/or the Optionee’s employer or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of shares that the Optionee is due to acquire to meet the minimum withholding obligation for Tax Items. The Company or the Optionee’s employer will repay to the Optionee any estimated withholding which is not required in satisfaction of any Tax Items. The Optionee shall pay to the Company or the Optionee’s employer any amount of any Tax Items that the Company or the Optionee’s employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares that cannot be satisfied by the means previously described.

24. Data Privacy. As a condition of participating in the Plan, the Optionee:

(a) consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this section by, as applicable, the employer of the Optionee, and the Company and any of its Subsidiaries or affiliates for the exclusive purpose of administering the Optionee’s participation in the Plan;

(b) understands that the Company, the Optionee’s employer and any of its Subsidiaries or affiliates may hold certain personal information about the Optionee, including the

Optionee’s name, home address and telephone number, date of birth, social security number or other identification number, nature and amount of compensation, nationality, job title, any shares or directorships held in the Company, details of all purchase rights or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Optionee’s favor, for the purpose of administering the Plan (“Data”);

(c) understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;

(d) understands that the recipients of Data may be located in the Optionee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country of residence;

(e) authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any shares acquired pursuant to the Plan;

(f) understands that Data will be held only as long as necessary to administer the Optionee’s participation in the Plan;

(g) understands that the Optionee may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and

(h) understands that withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan.

25. Nontransferability of Option. No Option may be sold, pledged, hypothecated, transferred or disposed of in any manner other than by will or the laws of descent and distribution or as determined by the Administrator and set forth in the Grant.

26. Exclusion of Option From Notice Period. The period of continuous employment for the purposes of the Grant shall be the period commencing on the Vest Start Date and ending on the Termination Date, or if earlier, the date on which the Optionee’s employer gives notice of Termination (the “Vest End Date”). In no event shall vesting of the Option extend beyond the Vest End Date, nor shall any potential value of the Option after the Vest End Date be considered in determining any notice or compensation in lieu of notice that may be required or given upon Termination. Optionee agrees that this provision is a condition to the Grant and hereby waives any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares, which would have under any circumstances vested after the Vest End Date.

27. Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Grant shall be submitted by Optionee, Optionee’s employer, or the Company, forthwith to the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Optionee, Optionee’s employer, and/or the Company.

28. Entire Agreement. The Plan is available upon request from the Administrator. The Grant, the Plan and the written notice and agreement attached as Exhibit A constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

29. Notice. Copies of the Plan, prospectus, the Company’s annual report, and the Company’s financial statements are available at no charge by submitting a request to the Administrator.

JAMDAT MOBILE INC.

STOCK OPTION EXERCISE NOTICE AND AGREEMENT

JAMDAT Mobile Inc.

ADDRESS

ADDRESS

Attention:                                         

1. Exercise of Option. The undersigned (the “Optionee”) hereby elects to exercise the Optionee’s option to purchase shares of the Common Stock (the “Option Shares”) of JAMDAT Mobile Inc. (the “Company”) pursuant to the following grant (the “Grant”):

Plan: 2004 Equity Incentive Plan
Date of Grant:	No. of Option Shares to be purchased:

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

3. Compliance with Securities Laws. The 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, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise. The Optionee agrees to cooperate with the Company to ensure compliance with such laws.

4. Stop Transfer Notices. The Optionee understands and agrees that the Company may issue appropriate “stop transfer” instructions to its transfer agent to ensure compliance with any restrictions on transfer required by applicable laws or regulations.

5. Tax Consequences. THE OPTIONEE UNDERSTANDS THAT THE OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE OPTIONEE’S PURCHASE OR DISPOSITION OF THE OPTION SHARES. THE OPTIONEE REPRESENTS THAT THE OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) THAT THE OPTIONEE DEEMS NECESSARY IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE OPTION SHARES; AND THAT THE OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

6. Payment. The Optionee herewith delivers to the Company the aggregate exercise price of the Option Shares that the Optionee has elected to purchase. In addition to the aggregate exercise price, the Optionee herewith delivers to the Company the amount of, or has made adequate provisions for, the withholding of applicable income tax, social insurance, and other taxes.

7. Cashless Exercise. If the cashless method of exercise is used, payment of the aggregate exercise price shall be made through a special sale and remittance procedure pursuant to which the Optionee provides irrevocable instructions to (A) a Company-designated brokerage

firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income tax, social insurance, and other taxes required to be withheld by the Company by reason of such exercise; and (B) the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

8. Entire Agreement. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

9. Governing Law. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan shall be governed by, and subject to, the laws of the State of California, United States, except for that body of law pertaining to conflicts of laws.

OPTIONEE	JAMDAT MOBILE INC.
By :	By :
Name :	Name :
	Title :
Date :	Date :

Location: Japan

JAMDAT MOBILE INC.

NONQUALIFIED STOCK OPTION GRANT

2004 EQUITY INCENTIVE PLAN

«First»«Last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the individual named above (the “Optionee”), a nonqualified Option under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase the total number of shares set forth below of common stock of the Company (the “Option Shares”) at the Exercise Price set forth below. The Option is subject to all the terms and conditions of the Nonqualified Stock Option Grant including the terms and conditions in the attached Appendix A (the “Grant”) and the Plan, the provisions of which are incorporated herein by reference. All capitalized terms used in this Grant that are not defined herein have the meanings defined in the Plan. The principal features of the option are as follows:

Number of Option Shares:	«Shares»	Exercise Price per Share:	$
Date of Grant:		Expiration Date:
Vest Start Date:

Subject to the terms and conditions of the Plan and the Grant, the Option will first vest and become exercisable as to 24%, 12 months from Vest Start Date and will then vest 2% on the first calendar day of each month thereafter for 38 months. The Optionee may then exercise the Option to the extent it has become vested, at any time until expiration or cancellation.

The 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 continue in accordance with the Grant schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum vesting period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

By:

Title:

ACCEPTANCE:

The Optionee acknowledges the receipt of the Grant under the Plan. The Optionee acknowledges that a copy of the Plan and a copy of the prospectus as amended are available upon request from the Administrator and can be delivered electronically. Optionee represents that Optionee has read and understands the contents of the Plan, the prospectus, and the Grant, and accepts the Option subject to all the terms and conditions of the Plan and the Grant. The Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option and that Optionee should consult a tax advisor prior to any exercise.

The following text is available in Japanese from the Administrator.

“The Optionee hereby acknowledges receipt of the Option Plan and the Prospectus from the Administrator, which are available in Japanese from the Administrator. The Optionee also acknowledges the reading and understanding of the conditions therein, and accepts this Option on the basis of the conditions of the Option Plan and Option Grant. In addition, the Optionee understands that the exercise of the Option could result in adverse tax consequences, and recognizes the need to consult a tax consultant before the exercise of the Option.”

Signature:

Appendix A

JAMDAT MOBILE INC.

Nonqualified Stock Option Terms and Conditions (Intl.)

Under the 2004 Equity Incentive Plan

30. Form of Option Grant. The 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 Administrator shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of the Plan. Grants may be evidenced by paper copy or electronic copy.

31. Date of Grant. The date of grant of the Option will be the date on which the Administrator makes the determination to grant such Option unless otherwise specified by the Administrator. The Grant representing the Option will be delivered to Optionee within a reasonable time after the granting of the Option. Delivery may be made by either paper copy or electronic copy.

32. Exercise Price. The Administrator shall determine the exercise price of the Option on the date the Option is granted.

33. Exercise Period. Options shall be exercisable within the times or upon the events determined by the Administrator as set forth in the Grant; provided, however, that no Option shall be exercisable after the expiration of 10 years from the date the Option is granted (the “Expiration Date”).

34. 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; and

(b) the Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise.

35. Acknowledgments and Waiver. The Optionee agrees and acknowledges that:

(a) the Plan is discretionary and the Company can amend or cancel it at any time;

(b) participation in the Plan is voluntary and does not create any contractual or other right to receive future rights to purchase shares;

(c) the right to purchase shares under the Plan is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, bonuses, pension or retirement benefits or similar payments;

(d) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty;

(e) no claim or entitlement to compensation or damages arises from the termination of the right to purchase shares or diminution in value of the shares purchased under the Plan and the Optionee irrevocably releases the Company and the Optionee’s employer from any such claim that may arise; and

(f) the Optionee’s participation in the Plan shall not create a right to further employment with the Optionee’s employer and shall not interfere with the ability of the Optionee’s employer to terminate the employment relationship at any time.

36. Cancellation of Option.

(a) Except as provided in this section, the Option shall be cancelled in whole if Optionee is terminated and may not be exercised to the extent cancelled. If the Optionee is terminated for any reason except by death, disability or Retirement, the Option, to the extent it is exercisable on the Termination Date, may be exercised by the Optionee within 3 months after the Termination Date, but in no event later than the Expiration Date;

(b) Except as provided in this subsection, the Option shall be cancelled in part, if Optionee ceases to be a full-time employee, but remains an employee of the Optionee’s employer, and may not be exercised to the extent cancelled. If the Optionee ceases to be a full-time employee 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 months after the Termination Date, but in no event later than the Expiration Date:

(i) Unless otherwise required by local law, an Optionee shall be deemed to be a “full-time” employee if Optionee works not less than 40 hours per week;

(ii) Except to the extent the Option is cancelled in accordance with subsection (b)(iii) below, the Option shall continue to vest in equal monthly amounts from the Termination Date up to 50 calendar months from the vest start date set forth in the Grant (the “Vest Start Date”), provided the Optionee is continuously employed during the period; and

(iii) The number of Option Shares under the Option that shall be cancelled in accordance with this subsection will be determined by multiplying the total number of Option Shares by the result of the following formula:

Total number of unvested Option Shares multiplied by [[X minus Y] divided by X]

Where X equals the number of hours in Optionee’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Optionee’s regularly-scheduled workweek after ceasing to be a full-time employee.

(c) If the Optionee’s employment with the Company is terminated because of the Retirement of the Optionee, as defined below, the Option, to the extent that it is exercisable on

the Termination Date, may be exercised by the Optionee at any time prior to the earlier of (i) expiration of 60 months from the Termination Date, and (ii) the Expiration Date. For the purposes of this Paragraph 7(c) “Retirement” means voluntary termination of employment with the Company by Optionee if Optionee’s age added to Optionee’s years of Service with the Company equals or exceeds 60 and Optionee has at least 10 years of service with the Company. For the purposes of this Paragraph 7(c), “Service” means employment from date of hire to Termination Date plus any previous employment with the Company where the previous employment period was at least 12 months (exclusive of any extended non-medical leaves of absence) and exceeded the length of time between Optionee’s previous and current employment with the Company.

(d) If the Optionee is Terminated because of the death of the Optionee or permanent and total 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 12 months after the Termination Date, but in any event no later than the Expiration Date.

(e) Notwithstanding the provisions in subsection 7(a) above, if the Optionee’s employment is terminated for Cause, the Option may not be exercised to any extent whatsoever and any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares upon vesting is hereby revoked.

(f) Notwithstanding the provisions in subsection 6(a) above, if (i) the Optionee’s employment with the Company is terminated other than for Cause, (ii) the Optionee was subject to the Company’s “trading window” (as described in the Company’s policy on securities trades by Company personnel) at the time his or her employment was terminated, and (iii) the “trading window” was closed at the time the Optionee’s employment was terminated and remained closed during the entire Post-Termination Exercise Period (thereby preventing the immediate resale of Shares acquired upon exercise of the Option), then the Option, to the extent it is exercisable on the Termination Date, shall remain exercisable until 10 days after the date the Optionee is notified by the Company that the “trading window” has been opened; provided, however, that no Option will be exercisable later than the Expiration Date.

37. Manner of Exercise.

(a) The Option shall be exercisable by delivering to the Company a written notice in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator, which shall set forth the Optionee’s election to exercise the Option, the number of Option Shares being purchased, and such other representations and agreements as to the Optionee’s investment intent and access to information as may be required 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) by tender of shares of Common Stock of the Company having a fair market value equal to the Exercise Price; or (iii) a combination of the foregoing, provided that a portion of the exercise price equal to the par value of the Shares, if any, must be paid in cash or other legal consideration.

(c) 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.

38. Governing Law. The Grant as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California, United States.

39. Translation. If the Optionee has received this or any other document related to the Plan that is translated into a language other than English and if the translated version is different from the English version, the English version will take precedence.

40. Tax Withholding.

(a) The Company will assess its requirements regarding tax, social insurance, and other applicable taxes (“Tax Items”) in connection with the Option. These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Optionee hereby acknowledges and agrees that the ultimate liability for Tax Items is the responsibility of the Optionee and that the Company and/or the Optionee’s employer:

(i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Grant, including the grant or exercise of the purchase rights and the subsequent sale of shares acquired under the Plan; and

(ii) do not commit to structure the terms of the Grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Items.

(b) Prior to the issuance of the Option Shares upon exercise of the Option, the Optionee must pay or make adequate provisions for the withholding of Tax Items. The Optionee authorizes the Company and/or the Optionee’s employer to withhold all applicable Tax Items legally payable by the Optionee from the compensation paid to the Optionee by the Company and/or the Optionee’s employer or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of shares that the Optionee is due to acquire to meet the minimum withholding obligation for Tax Items. The Company or the Optionee’s employer will repay to the Optionee any estimated withholding which is not required in satisfaction of any Tax Items. The Optionee shall pay to the Company or the Optionee’s employer any amount of any Tax Items that the Company or the Optionee’s employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares that cannot be satisfied by the means previously described.

41. Data Privacy. As a condition of participating in the Plan, the Optionee:

(a) consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this section by, as applicable, the employer of the Optionee, and the Company and any of its Subsidiaries or affiliates for the exclusive purpose of administering the Optionee’s participation in the Plan;

(b) understands that the Company, the Optionee’s employer and any of its Subsidiaries or affiliates may hold certain personal information about the Optionee, including the

Optionee’s name, home address and telephone number, date of birth, social security number or other identification number, nature and amount of compensation, nationality, job title, any shares or directorships held in the Company, details of all purchase rights or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Optionee’s favor, for the purpose of administering the Plan (“Data”);

(c) understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;

(d) understands that the recipients of Data may be located in the Optionee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country of residence;

(e) authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any shares acquired pursuant to the Plan;

(f) understands that Data will be held only as long as necessary to administer the Optionee’s participation in the Plan;

(g) understands that the Optionee may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and

(h) understands that withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan.

42. Nontransferability of Option. No Option may be sold, pledged, hypothecated, transferred or disposed of in any manner other than by will or the laws of descent and distribution or as determined by the Administrator and set forth in the Grant.

43. Exclusion of Option From Notice Period. The period of continuous employment for the purposes of the Grant shall be the period commencing on the Vest Start Date and ending on the Termination Date, or if earlier, the date on which the Optionee’s employer gives notice of Termination (the “Vest End Date”). In no event shall vesting of the Option extend beyond the Vest End Date, nor shall any potential value of the Option after the Vest End Date be considered in determining any notice or compensation in lieu of notice that may be required or given upon Termination. Optionee agrees that this provision is a condition to the Grant and hereby waives any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares, which would have under any circumstances vested after the Vest End Date.

44. Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Grant shall be submitted by Optionee, Optionee’s employer, or the Company, forthwith to the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Optionee, Optionee’s employer, and/or the Company.

45. Entire Agreement. The Plan is available upon request from the Administrator. The Grant, the Plan and the written notice and agreement attached as Exhibit A constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

46. Notice. Copies of the Plan, prospectus, the Company’s annual report, and the Company’s financial statements are available at no charge by submitting a request to the Administrator.

JAMDAT MOBILE INC.

STOCK OPTION EXERCISE NOTICE AND AGREEMENT

JAMDAT Mobile Inc.

ADDRESS

ADDRESS

Attention:                                              

10. Exercise of Option. The undersigned (the “Optionee”) hereby elects to exercise the Optionee’s option to purchase shares of the Common Stock (the “Option Shares”) of JAMDAT Mobile Inc. (the “Company”) pursuant to the following grant (the “Grant”):

Plan: 2004 Equity Incentive Plan

Date of Grant:                                 No. of Option Shares to be purchased:                        

11. Representations of Optionee. The Optionee hereby acknowledges, represents, and warrants that the Optionee has received, read, and understood the Plan and the Grant; and will abide by and be bound by the respective terms and conditions.

12. Compliance with Securities Laws. The 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, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise. The Optionee agrees to cooperate with the Company to ensure compliance with such laws.

13. Stop Transfer Notices. The Optionee understands and agrees that the Company may issue appropriate “stop transfer” instructions to its transfer agent to ensure compliance with any restrictions on transfer required by applicable laws or regulations.

14. Tax Consequences. THE OPTIONEE UNDERSTANDS THAT THE OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE OPTIONEE’S PURCHASE OR DISPOSITION OF THE OPTION SHARES. THE OPTIONEE REPRESENTS THAT THE OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) THAT THE OPTIONEE DEEMS NECESSARY IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE OPTION SHARES; AND THAT THE OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

15. Payment. The Optionee herewith delivers to the Company the aggregate exercise price of the Option Shares that the Optionee has elected to purchase. In addition to the aggregate exercise price, the Optionee herewith delivers to the Company the amount of, or has made adequate provisions for, the withholding of applicable income tax, social insurance, and other taxes.

16. Cashless Exercise. If the cashless method of exercise is used, payment of the aggregate exercise price shall be made through a special sale and remittance procedure pursuant to which the Optionee provides irrevocable instructions to (A) a Company-designated brokerage

firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income tax, social insurance, and other taxes required to be withheld by the Company by reason of such exercise; and (B) the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

17. Entire Agreement. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

18. Governing Law. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan shall be governed by, and subject to, the laws of the State of California, United States, except for that body of law pertaining to conflicts of laws.

OPTIONEE	JAMDAT MOBILE INC.
By :	By :
Name :	Name :
	Title :
Date :	Date :

Location: Spain

JAMDAT MOBILE INC.

NONQUALIFIED STOCK OPTION GRANT

2004 EQUITY INCENTIVE PLAN

«First» «Middle» «last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the individual named above (the “Optionee”), a nonqualified Option under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase the total number of shares set forth below of common stock of the Company (the “Option Shares”) at the Exercise Price set forth below. The Option is subject to all the terms and conditions of the Nonqualified Stock Option Grant including the terms and conditions in the attached Appendix A (the “Grant”) and the Plan, the provisions of which are incorporated herein by reference. All capitalized terms used in this Grant that are not defined herein have the meanings defined in the Plan. The principal features of the option are as follows:

Number of Option Shares:	«Shares»	Exercise Price per Share:	$
Date of Grant:		Expiration Date:
Vest Start Date:

Subject to the terms and conditions of the Plan and the Grant, the Option will first vest and become exercisable as to 24%, 12 months from Vest Start Date and will then vest 2% on the first calendar day of each month thereafter for 38 months. The Optionee may then exercise the Option to the extent it has become vested, at any time until expiration or cancellation. Further, the exercise of the Option may qualify for tax preference under Spanish law.

The 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 continue in accordance with the Grant schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum vesting period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

By:

Title:

ACCEPTANCE:

The Optionee acknowledges the receipt of the Grant under the Plan. The Optionee acknowledges that a copy of the Plan and a copy of the prospectus as amended are available upon request from the Administrator. Optionee represents that Optionee has read and understands the contents of the Plan, the prospectus, and the Grant, and accepts the Option subject to all the terms and conditions of the Plan and the Grant. The Optionee acknowledges that there may be adverse tax consequences upon exercise of the Option and that Optionee should consult a tax advisor prior to any exercise.

The following text is available in Spanish from the Administrator.

“This Option Agreement establishes the understanding that a copy of the Plan and a copy of the Information Bulletin are available from the Administrator and formally declares that you have read the plan and understood the terms and conditions of the aforementioned documents and that you accept this Option, and agree to all of the terms and conditions of the Plan, the Grant, this Option Agreement, and this Waiver. This Option Agreement acknowledges that you may be subject to adverse tax consequences with the exercise of this Option and you should consult a tax advisor prior to exercise.”

Signature:

Appendix A

JAMDAT MOBILE INC.

Nonqualified Stock Option Terms and Conditions (Intl.)

Under the 2004 Equity Incentive Plan

47. Form of Option Grant. The 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 Administrator shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of the Plan. Grants may be evidenced by paper copy or electronic copy.

48. Date of Grant. The date of grant of the Option will be the date on which the Administrator makes the determination to grant such Option unless otherwise specified by the Administrator. The Grant representing the Option will be delivered to Optionee within a reasonable time after the granting of the Option. Delivery may be made by either paper copy or electronic copy.

49. Exercise Price. The Administrator shall determine the exercise price of the Option on the date the Option is granted.

50. Exercise Period. Options shall be exercisable within the times or upon the events determined by the Administrator as set forth in the Grant; provided, however, that no Option shall be exercisable after the expiration of 10 years from the date the Option is granted (the “Expiration Date”).

51. 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; and

(b) the Option may not be exercised unless such exercise is in compliance with the Securities Act of 1933, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise.

52. Acknowledgments and Waiver. The Optionee agrees and acknowledges that:

(a) the Plan is discretionary and the Company can amend or cancel it at any time;

(b) participation in the Plan is voluntary and does not create any contractual or other right to receive future rights to purchase shares;

(c) the right to purchase shares under the Plan is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, bonuses, pension or retirement benefits or similar payments;

(d) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty;

(e) no claim or entitlement to compensation or damages arises from the termination of the right to purchase shares or diminution in value of the shares purchased under the Plan and the Optionee irrevocably releases the Company and the Optionee’s employer from any such claim that may arise; and

(f) the Optionee’s participation in the Plan shall not create a right to further employment with the Optionee’s employer and shall not interfere with the ability of the Optionee’s employer to terminate the employment relationship at any time.

53. Cancellation of Option.

(a) Except as provided in this section, the Option shall be cancelled in whole if Optionee is terminated and may not be exercised to the extent cancelled. If the Optionee is terminated for any reason except by death, disability or Retirement, the Option, to the extent it is exercisable on the Termination Date, may be exercised by the Optionee within 3 months after the Termination Date, but in no event later than the Expiration Date;

(b) Except as provided in this subsection, the Option shall be cancelled in part, if Optionee ceases to be a full-time employee, but remains an employee of the Optionee’s employer, and may not be exercised to the extent cancelled. If the Optionee ceases to be a full-time employee 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 months after the Termination Date, but in no event later than the Expiration Date:

(i) Unless otherwise required by local law, an Optionee shall be deemed to be a “full-time” employee if Optionee works not less than 40 hours per week;

(ii) Except to the extent the Option is cancelled in accordance with subsection (b)(iii) below, the Option shall continue to vest in equal monthly amounts from the Termination Date up to 50 calendar months from the vest start date set forth in the Grant (the “Vest Start Date”), provided the Optionee is continuously employed during the period; and

(iii) The number of Option Shares under the Option that shall be cancelled in accordance with this subsection will be determined by multiplying the total number of Option Shares by the result of the following formula:

Total number of unvested Option Shares multiplied by [[X minus Y] divided by X]

Where X equals the number of hours in Optionee’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Optionee’s regularly-scheduled workweek after ceasing to be a full-time employee.

(c) If the Optionee’s employment with the Company is terminated because of the Retirement of the Optionee, as defined below, the Option, to the extent that it is exercisable on

the Termination Date, may be exercised by the Optionee at any time prior to the earlier of (i) expiration of 60 months from the Termination Date, and (ii) the Expiration Date. For the purposes of this Paragraph 7(c) “Retirement” means voluntary termination of employment with the Company by Optionee if Optionee’s age added to Optionee’s years of Service with the Company equals or exceeds 60 and Optionee has at least 10 years of service with the Company. For the purposes of this Paragraph 7(c), “Service” means employment from date of hire to Termination Date plus any previous employment with the Company where the previous employment period was at least 12 months (exclusive of any extended non-medical leaves of absence) and exceeded the length of time between Optionee’s previous and current employment with the Company.

(d) If the Optionee is Terminated because of the death of the Optionee or permanent and total 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 12 months after the Termination Date, but in any event no later than the Expiration Date.

(e) Notwithstanding the provisions in subsection 7(a) above, if the Optionee’s employment is terminated for Cause, the Option may not be exercised to any extent whatsoever and any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares upon vesting is hereby revoked.

(f) Notwithstanding the provisions in subsection 6(a) above, if (i) the Optionee’s employment with the Company is terminated other than for Cause, (ii) the Optionee was subject to the Company’s “trading window” (as described in the Company’s policy on securities trades by Company personnel) at the time his or her employment was terminated, and (iii) the “trading window” was closed at the time the Optionee’s employment was terminated and remained closed during the entire Post-Termination Exercise Period (thereby preventing the immediate resale of Shares acquired upon exercise of the Option), then the Option, to the extent it is exercisable on the Termination Date, shall remain exercisable until 10 days after the date the Optionee is notified by the Company that the “trading window” has been opened; provided, however, that no Option will be exercisable later than the Expiration Date.

54. Manner of Exercise.

(a) The Option shall be exercisable by delivering to the Company a written notice in the form attached hereto as Exhibit A, or in such other form as may be approved by the Administrator, which shall set forth the Optionee’s election to exercise the Option, the number of Option Shares being purchased, and such other representations and agreements as to the Optionee’s investment intent and access to information as may be required 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) by tender of shares of Common Stock of the Company having a fair market value equal to the Exercise Price; or (iii) a combination of the foregoing, provided that a portion of the exercise price equal to the par value of the Shares, if any, must be paid in cash or other legal consideration.

(c) 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.

55. Governing Law. The Grant as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California, United States.

56. Translation. If the Optionee has received this or any other document related to the Plan that is translated into a language other than English and if the translated version is different from the English version, the English version will take precedence.

57. Tax Withholding.

(a) The Company will assess its requirements regarding tax, social insurance, and other applicable taxes (“Tax Items”) in connection with the Option. These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Optionee hereby acknowledges and agrees that the ultimate liability for Tax Items is the responsibility of the Optionee and that the Company and/or the Optionee’s employer:

(i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Grant, including the grant or exercise of the purchase rights and the subsequent sale of shares acquired under the Plan; and

(ii) do not commit to structure the terms of the Grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Items.

(b) Prior to the issuance of the Option Shares upon exercise of the Option, the Optionee must pay or make adequate provisions for the withholding of Tax Items. The Optionee authorizes the Company and/or the Optionee’s employer to withhold all applicable Tax Items legally payable by the Optionee from the compensation paid to the Optionee by the Company and/or the Optionee’s employer or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of shares that the Optionee is due to acquire to meet the minimum withholding obligation for Tax Items. The Company or the Optionee’s employer will repay to the Optionee any estimated withholding which is not required in satisfaction of any Tax Items. The Optionee shall pay to the Company or the Optionee’s employer any amount of any Tax Items that the Company or the Optionee’s employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares that cannot be satisfied by the means previously described.

58. Data Privacy. As a condition of participating in the Plan, the Optionee:

(a) consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this section by, as applicable, the employer of the Optionee, and the Company and any of its Subsidiaries or affiliates for the exclusive purpose of administering the Optionee’s participation in the Plan;

(b) understands that the Company, the Optionee’s employer and any of its Subsidiaries or affiliates may hold certain personal information about the Optionee, including the

Optionee’s name, home address and telephone number, date of birth, social security number or other identification number, nature and amount of compensation, nationality, job title, any shares or directorships held in the Company, details of all purchase rights or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Optionee’s favor, for the purpose of administering the Plan (“Data”);

(c) understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;

(d) understands that the recipients of Data may be located in the Optionee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country of residence;

(e) authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any shares acquired pursuant to the Plan;

(f) understands that Data will be held only as long as necessary to administer the Optionee’s participation in the Plan;

(g) understands that the Optionee may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and

(h) understands that withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan.

59. Nontransferability of Option. No Option may be sold, pledged, hypothecated, transferred or disposed of in any manner other than by will or the laws of descent and distribution or as determined by the Administrator and set forth in the Grant.

60. Exclusion of Option From Notice Period. The period of continuous employment for the purposes of the Grant shall be the period commencing on the Vest Start Date and ending on the Termination Date, or if earlier, the date on which the Optionee’s employer gives notice of Termination (the “Vest End Date”). In no event shall vesting of the Option extend beyond the Vest End Date, nor shall any potential value of the Option after the Vest End Date be considered in determining any notice or compensation in lieu of notice that may be required or given upon Termination. Optionee agrees that this provision is a condition to the Grant and hereby waives any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares, which would have under any circumstances vested after the Vest End Date.

61. Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Grant shall be submitted by Optionee, Optionee’s employer, or the Company, forthwith to the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Optionee, Optionee’s employer, and/or the Company.

62. Entire Agreement. The Plan is available upon request from the Administrator. The Grant, the Plan and the written notice and agreement attached as Exhibit A constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

63. Notice. Copies of the Plan, prospectus, the Company’s annual report, and the Company’s financial statements are available at no charge by submitting a request to the Administrator.

JAMDAT MOBILE INC.

STOCK OPTION EXERCISE NOTICE AND AGREEMENT

JAMDAT Mobile Inc.

ADDRESS

ADDRESS

Attention:                                              

19. Exercise of Option. The undersigned (the “Optionee”) hereby elects to exercise the Optionee’s option to purchase shares of the Common Stock (the “Option Shares”) of JAMDAT Mobile Inc. (the “Company”) pursuant to the following grant (the “Grant”):

Plan: 2004 Equity Incentive Plan

Date of Grant:                                 No. of Option Shares to be purchased:                        

20. Representations of Optionee. The Optionee hereby acknowledges, represents, and warrants that the Optionee has received, read, and understood the Plan and the Grant; and will abide by and be bound by the respective terms and conditions.

21. Compliance with Securities Laws. The 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, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise. The Optionee agrees to cooperate with the Company to ensure compliance with such laws.

22. Stop Transfer Notices. The Optionee understands and agrees that the Company may issue appropriate “stop transfer” instructions to its transfer agent to ensure compliance with any restrictions on transfer required by applicable laws or regulations.

23. Tax Consequences. THE OPTIONEE UNDERSTANDS THAT THE OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE OPTIONEE’S PURCHASE OR DISPOSITION OF THE OPTION SHARES. THE OPTIONEE REPRESENTS THAT THE OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) THAT THE OPTIONEE DEEMS NECESSARY IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE OPTION SHARES; AND THAT THE OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

24. Payment. The Optionee herewith delivers to the Company the aggregate exercise price of the Option Shares that the Optionee has elected to purchase. In addition to the aggregate exercise price, the Optionee herewith delivers to the Company the amount of, or has made adequate provisions for, the withholding of applicable income tax, social insurance, and other taxes.

25. Cashless Exercise. If the cashless method of exercise is used, payment of the aggregate exercise price shall be made through a special sale and remittance procedure pursuant to which the Optionee provides irrevocable instructions to (A) a Company-designated brokerage

firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income tax, social insurance, and other taxes required to be withheld by the Company by reason of such exercise; and (B) the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

26. Entire Agreement. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

27. Governing Law. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan shall be governed by, and subject to, the laws of the State of California, United States, except for that body of law pertaining to conflicts of laws.

OPTIONEE	JAMDAT MOBILE INC.
By :	By :
Name :	Name :
	Title :
Date :	Date :

Location: UK

JAMDAT MOBILE INC.

2004 EQUITY INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

«First» «Middle» «last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the individual named above (the “Optionee”), a non-qualified stock option grant (the “Option”) under the Company’s 2004 Equity Incentive Plan (the “Plan”), to purchase the total number of shares set forth below of common stock of the Company (the “Option Shares”) at the exercise price 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 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:

Number of Option Shares:	«Shares»	Exercise Price per Share:	$
Date of Grant:		Expiration Date:
Vest Start Date:

Subject to the terms and conditions of the Plan and the Grant, these Options will first vest and become exercisable as to 24%, 12 months from Vest Start Date and will then vest 2% on the first calendar day of each month thereafter for 38 months. Optionee may then exercise the option with respect to vested Option Shares at any time until expiration or termination.

The 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 continue in accordance with the Grant schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum vesting period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

Election to Transfer Employer’s National Insurance Contributions Liability to Optionee (the “Election”).

Optionee acknowledges that he or she will pay the employee’s primary Class 1 National Insurance Contributions (“the Primary Contributions”) due on the exercise or assignment or release of the Option, pursuant to section 4(4)(a) of the Social Security Contributions and Benefits Act 1992. The Primary Contributions will be payable (i) on the gain arising on exercise or (ii) in the case of assignment or release of the Option, in respect of the difference between the amount of the consideration (if any) given for such assignment or release and the amount of the consideration (if any) given for the Option.

In addition, Optionee and JAMDAT Mobile Inc. (“the Employer”) hereby elect that the entire liability of the Employer to pay secondary Class 1 National Insurance Contributions due on the exercise or assignment or release of the Option (“the Secondary Contributions”) is hereby transferred to Optionee. The Secondary Contributions will also be payable (i) on the gain arising on exercise or (ii) in the case of assignment or release of the Option, in respect of the difference between the amount of the consideration (if any) given for such assignment or release and the amount of the consideration (if any) given for the Option. The purpose of this Election is to transfer the Employer’s liability for the Secondary Contributions to the Optionee.

Optionee hereby authorizes the Employer to collect the Secondary Contributions from the Optionee within 30 days after the exercise or assignment or release of the Option or, if earlier, within 14 days after the end of the tax month during which such exercise or assignment or release takes place:

(i) by deduction from salary or any other payment which is payable to the Optionee at any time on or after the date of exercise or assignment or release of the Option, or

(ii) directly from the Optionee by payment in cleared funds, or

(iii) by arranging for the sale of some of the shares that the Optionee is entitled to receive on the exercise of the Option.

The Company has reserved the right under the Plan to withhold the transfer of any shares unless payment is received within the requisite period.

Optionee and the Employer agree to be bound by the terms of this Election. Optionee and the Employer agree that the terms of this Election will apply regardless of whether the Optionee is abroad or not employed on the date on which the liability to Secondary Contributions becomes due.

This Election will continue in effect until such time (if ever) as both the Optionee and the Employer agree that it should cease to have effect or , if earlier, until the date the Inland Revenue may withdraw approval of this Election. This Election will cease to have effect after due payment of the Secondary Contributions in respect of the exercise or assignment or release or cancellation of the Options.

The Employer agrees to pay the Secondary Contributions to the Inland Revenue on behalf of the Optionee within 14 days after the end of the tax month during which the exercise or assignment or release of the Option takes place.

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

JAMDAT MOBILE INC.

By:

Title:

ACCEPTANCE:

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

Signature:

Appendix A

JAMDAT MOBILE INC.

Nonqualified Stock Option (the “Option”) Terms and Conditions (UK)

Under the 2004 Equity Incentive Plan

64. Form of Option Grant. Each Option granted under the Plan shall be evidenced by a Stock Option Grant (the “Grant”) in such form (which need not be the same for each Optionee) as the Administrator shall from time to time approve, which Grant shall comply with and be subject to the terms and conditions of the Plan. Grants may be evidenced by paper copy or electronic copy.

65. Date of Grant. The date of grant of the Option shall be the date on which the Administrator makes the determination to grant such Option, unless otherwise specified by the Administrator. 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 from the Administrator. Delivery may be made either by paper copy or electronically.

66. Exercise Price. The exercise price of the Option shall be determined by the Administrator on the date the Option is granted.

67. Exercise Period. Options shall be exercisable within the times or upon the events determined by the Administrator as set forth in the Grant; provided, however, that no Option shall be exercisable after the expiration of 10 years from the date the Option is granted (the “Expiration Date”).

68. 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 Securities 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 Common Stock may be listed, as they are in effect on the date of exercise.

69. Acknowledgments and Waiver. The Optionee agrees and acknowledges that:

(a) the Plan is discretionary and the Company can amend or cancel it at any time;

(b) participation in the Plan is voluntary and does not create any contractual or other right to receive future rights to purchase shares;

(c) the right to purchase shares under the Plan is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, bonuses, pension or retirement benefits or similar payments;

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(d) the future value of the shares purchased under the Plan is unknown and cannot be predicted with certainty;

(e) no claim or entitlement to compensation or damages arises from the termination of the right to purchase shares or diminution in value of the shares purchased under the Plan and the Optionee irrevocably releases the Company and the Optionee’s employer from any such claim that may arise; and

(f) the Optionee’s participation in the Plan shall not create a right to further employment with the Optionee’s employer and shall not interfere with the ability of the Optionee’s employer to terminate the employment relationship at any time.

70. Cancellation of Option.

(a) Except as provided in this section, the Option shall be cancelled in whole if Optionee is terminated and may not be exercised to the extent cancelled. If the Optionee is terminated for any reason except by death, disability or Retirement, the Option, to the extent it is exercisable on the Termination Date, may be exercised by the Optionee within 3 months after the Termination Date, but in no event later than the Expiration Date;

(b) Except as provided in this subsection, the Option shall be cancelled in part, if Optionee ceases to be a full-time employee, but remains an employee of the Optionee’s employer, and may not be exercised to the extent cancelled. If the Optionee ceases to be a full-time employee 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 3 months after the Termination Date, but in no event later than the Expiration Date:

(i) Unless otherwise required by local law, an Optionee shall be deemed to be a “full-time” employee if Optionee works not less than 40 hours per week;

(ii) Except to the extent the Option is cancelled in accordance with subsection (b)(iii) below, the Option shall continue to vest in equal monthly amounts from the Termination Date up to 50 calendar months from the vest start date set forth in the Grant (the “Vest Start Date”), provided the Optionee is continuously employed during the period; and

(iii) The number of Option Shares under the Option that shall be cancelled in accordance with this subsection will be determined by multiplying the total number of Option Shares by the result of the following formula:

Total number of unvested Option Shares multiplied by [[X minus Y] divided by X]

Where X equals the number of hours in Optionee’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Optionee’s regularly-scheduled workweek after ceasing to be a full-time employee.

(c) If the Optionee’s employment with the Company is terminated because of the Retirement of the Optionee, as defined below, the Option, to the extent that it is exercisable on

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the Termination Date, may be exercised by the Optionee at any time prior to the earlier of (i) expiration of 60 months from the Termination Date, and (ii) the Expiration Date. For the purposes of this Paragraph 7(c) “Retirement” means voluntary termination of employment with the Company by Optionee if Optionee’s age added to Optionee’s years of Service with the Company equals or exceeds 60 and Optionee has at least 10 years of service with the Company. For the purposes of this Paragraph 7(c), “Service” means employment from date of hire to Termination Date plus any previous employment with the Company where the previous employment period was at least 12 months (exclusive of any extended non-medical leaves of absence) and exceeded the length of time between Optionee’s previous and current employment with the Company.

(d) If the Optionee is Terminated because of the death of the Optionee or total and permanent 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 12 months after the Termination Date, but in any event no later than the Expiration Date.

(e) Notwithstanding the provisions in subsection 7(a) above, if the Optionee’s employment is terminated for Cause, the Option may not be exercised to any extent whatsoever and any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares upon vesting is hereby revoked.

(f) Notwithstanding the provisions in subsection 7(a) above, if (i) the Optionee’s employment with the Company is terminated other than for Cause, (ii) the Optionee was subject to the Company’s “trading window” (as described in the Company’s policy on securities trades by Company personnel) at the time his or her employment was terminated, and (iii) the “trading window” was closed at the time the Optionee’s employment was terminated and remained closed during the entire Post-Termination Exercise Period (thereby preventing the immediate resale of Shares acquired upon exercise of the Option), then the Option, to the extent it is exercisable on the Termination Date, shall remain exercisable until ten (10) days after the date the Optionee is notified by the Company that the “trading window” has been opened; provided, however, that no Option will be exercisable later than the Expiration Date.

71. Manner of Exercise.

(a) The Option shall be exercisable by delivery to the Company of written notice in the form attached hereto as Exhibit A or in such other form as may be approved by the Administrator, which shall set forth the Optionee’s election to exercise the Option, the number of Option Shares being purchased, and such other representations and agreements as to the Optionee’s investment intent and access to information as may be required 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) by tender of shares of Common Stock of the Company having a fair market value equal to the Exercise Price; or (iii) a combination of the foregoing, provided that a portion of the exercise price equal to the par value of the Shares, if any, must be paid in cash or other legal consideration.

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(c) 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.

72. Governing Law. The Grant as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California, United States.

73. Translation. If the Optionee has received this or any other document related to the Plan that is translated into a language other than English and if the translated version is different from the English version, the English version will take precedence.

74. Tax Withholding.

(a) The Company will assess its requirements regarding tax, social insurance, and other applicable taxes (“Tax Items”) in connection with the Option. These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Optionee hereby acknowledges and agrees that the ultimate liability for Tax Items is the responsibility of the Optionee and that the Company and/or the Optionee’s employer:

(i) make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Grant, including the grant or exercise of the purchase rights and the subsequent sale of shares acquired under the Plan; and

(ii) do not commit to structure the terms of the Grant or any aspect of the Option to reduce or eliminate the Optionee’s liability for Tax Items.

(b) Prior to the issuance of the Option Shares upon exercise of the Option, the Optionee must pay or make adequate provisions for the withholding of Tax Items. The Optionee authorizes the Company and/or the Optionee’s employer to withhold all applicable Tax Items legally payable by the Optionee from the compensation paid to the Optionee by the Company and/or the Optionee’s employer or from proceeds of sale. Alternatively, or in addition, if permissible under local law, the Company may sell or arrange for the sale of shares that the Optionee is due to acquire to meet the minimum withholding obligation for Tax Items. The Company or the Optionee’s employer will repay to the Optionee any estimated withholding which is not required in satisfaction of any Tax Items. The Optionee shall pay to the Company or the Optionee’s employer any amount of any Tax Items that the Company or the Optionee’s employer may be required to withhold as a result of the Optionee’s participation in the Plan or the Optionee’s purchase of shares that cannot be satisfied by the means previously described.

75. Data Privacy. As a condition of participating in the Plan, the Optionee:

(a) consents to the collection, use, processing, and transfer, in electronic or other form, of personal data described in this section by, as applicable, the employer of the Optionee, and the Company and any of its Subsidiaries or affiliates for the exclusive purpose of administering the Optionee’s participation in the Plan;

(b) understands that the Company, the Optionee’s employer and any of its Subsidiaries or affiliates may hold certain personal information about the Optionee, including the

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Optionee’s name, home address and telephone number, date of birth, social security number or other identification number, nature and amount of compensation, nationality, job title, any shares or directorships held in the Company, details of all purchase rights or any other entitlement to shares awarded, canceled, purchased, or outstanding in the Optionee’s favor, for the purpose of administering the Plan (“Data”);

(c) understands that Data may be transferred to any third parties assisting the Company in the administration of the Plan;

(d) understands that the recipients of Data may be located in the Optionee’s country of residence, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Optionee’s country of residence;

(e) authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of administering the Optionee’s participation in the Plan, including any requisite transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares on the Optionee’s behalf to a broker or other third party with whom the Optionee may elect to deposit any shares acquired pursuant to the Plan;

(f) understands that Data will be held only as long as necessary to administer the Optionee’s participation in the Plan;

(g) understands that the Optionee may, at any time, review Data, require any necessary amendments to Data or withdraw the consents herein in writing by contacting the Company; and

(h) understands that withdrawing the Optionee’s consent may affect the Optionee’s ability to participate in the Plan.

76. Nontransferability of Option. No Option may be sold, pledged, hypothecated, transferred, or disposed of in any manner other than by will or the laws of descent and distribution or as determined by the Administrator and set forth in the Grant.

77. Exclusion of Option From Notice Period. The period of continuous employment for the purposes of the Grant shall be the period commencing on the Vest Start Date and ending on the Termination Date, or if earlier, the date on which the Optionee’s employer gives notice of Termination (the “Vest End Date”). In no event shall vesting of the Option extend beyond the Vest End Date, nor shall any potential value of the Option after the Vest End Date be considered in determining any notice or compensation in lieu of notice that may be required or given upon Termination. Optionee agrees that this provision is a condition to the Grant and hereby waives any and all rights and claims Optionee may have to any Option Shares, or value attributable to any Option Shares, which would have under any circumstances vested after the Vest End Date.

78. Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Grant shall be submitted by Optionee, Optionee’s employer, or the Company, forthwith to the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Optionee, Optionee’s employer, and/or the Company.

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79. Entire Agreement. The Grant, the Plan and the written notice and agreement attached as Exhibit A constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

80. Notice. Copies of the Plan and Prospectus are available from the Administrator. The Company’s most recent annual report and published financial statements are available from the Administrator. Each may be delivered electronically.

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JAMDAT MOBILE INC.

STOCK OPTION EXERCISE NOTICE AND AGREEMENT

JAMDAT Mobile Inc.

ADDRESS

ADDRESS

Attention:                                              

28. Exercise of Option. The undersigned (the “Optionee”) hereby elects to exercise the Optionee’s option to purchase shares of the Common Stock (the “Option Shares”) of JAMDAT Mobile Inc. (the “Company”) pursuant to the following grant (the “Grant”):

Plan: 2004 Equity Incentive Plan

Date of Grant:                                 No. of Option Shares to be purchased:                        

29. Representations of Optionee. The Optionee hereby acknowledges, represents, and warrants that the Optionee has received, read, and understood the Plan and the Grant; and will abide by and be bound by the respective terms and conditions.

30. Compliance with Securities Laws. The 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, as amended, the Securities 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 Common Stock may be listed, as they are in effect on the date of exercise. The Optionee agrees to cooperate with the Company to ensure compliance with such laws.

31. Stop Transfer Notices. The Optionee understands and agrees that the Company may issue appropriate “stop transfer” instructions to its transfer agent to ensure compliance with any restrictions on transfer required by applicable laws or regulations.

32. Tax Consequences. THE OPTIONEE UNDERSTANDS THAT THE OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF THE OPTIONEE’S PURCHASE OR DISPOSITION OF THE OPTION SHARES. THE OPTIONEE REPRESENTS THAT THE OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) THAT THE OPTIONEE DEEMS NECESSARY IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE OPTION SHARES; AND THAT THE OPTIONEE IS NOT RELYING ON THE COMPANY FOR ANY TAX ADVICE.

33. Payment. The Optionee herewith delivers to the Company the aggregate exercise price of the Option Shares that the Optionee has elected to purchase. In addition to the aggregate exercise price, the Optionee herewith delivers to the Company the amount of, or has made adequate provisions for, the withholding of applicable income tax, social insurance, and other taxes.

34. Cashless Exercise. If the cashless method of exercise is used, payment of the aggregate exercise price shall be made through a special sale and remittance procedure pursuant to which the Optionee provides irrevocable instructions to (A) a Company-designated brokerage

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firm to effect the immediate sale of the purchased shares and remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds to cover the aggregate exercise price payable for the purchased shares plus all applicable income tax, social insurance, and other taxes required to be withheld by the Company by reason of such exercise; and (B) the Company to deliver the certificates for the purchased shares directly to such brokerage firm in order to complete the sale.

35. Entire Agreement. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

36. Governing Law. This Exercise Notice and Agreement, the Non-Qualified Stock Option Grant, and the Plan shall be governed by, and subject to, the laws of the State of California, United States, except for that body of law pertaining to conflicts of laws.

OPTIONEE	JAMDAT MOBILE INC.
By :	By :
Name :	Name :
	Title :
Date :	Date :

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EX-4.06

Exhibit 4.06

JAMDAT MOBILE INC.

STOCK AWARD

2004 EQUITY INCENTIVE PLAN

«First»«Middle»«Last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the Participant named above a Stock Award (the “Award”) consisting of Stock Units issued under the Company’s 2004 Equity Incentive Plan, as amended (the “Plan”), to receive the total number of units set forth below of the Company’s Common Stock (the “Award Units”). The Award is subject to all of the terms and conditions set forth herein, in the attached Appendix A, and in the Plan, the provisions of which are incorporated herein by reference. The principal features of the Award are as follows:

Award Units:	«Shares»
Award Date:

Vesting Schedule: Subject to the terms and conditions of the Plan and of Appendix A, the Award shall vest as to 25% of the Award Units on each of the first, second, third and fourth anniversaries of the Award Date on which Participant is, and has remained continuously since the Award Date, employed by the Company or an Affiliate (or such later date as may result from suspended vesting as provided below). Vesting will continue in accordance with the Vesting Schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum leave of absence period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

Name:

Title:

ACCEPTANCE:

Participant hereby acknowledges receipt of a copy of the Plan and a copy of the Prospectus, as amended, and that additional copies are available upon request from the Administrator. Participant represents that Participant has read and understands the terms and conditions thereof, and accepts the Award subject to all the terms and conditions of the Plan and the Award. Participant acknowledges that there may be adverse tax consequences due to the Award and that Participant should consult a tax advisor to determine his or her actual tax consequences. Participant must accept this Award by executing and delivering a paper version to the Company within 30 days otherwise the Company may, at its discretion, rescind the Award in its entirety.

Signature

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JAMDAT MOBILE INC.

STOCK AWARD

2004 EQUITY INCENTIVE PLAN

«First»«Middle»«Last»

JAMDAT Mobile Inc., a Delaware corporation, (the “Company”) hereby grants to the Participant named above a Stock Award (the “Award”) consisting of Stock Units issued under the Company’s 2004 Equity Incentive Plan, as amended (the “Plan”), to receive the total number of units set forth below of the Company’s Common Stock (the “Award Units”). The Award is subject to all of the terms and conditions set forth herein, in the attached Appendix A, and in the Plan, the provisions of which are incorporated herein by reference. The principal features of the Award are as follows:

Award Units:	«Shares»
Award Date:

Vesting Schedule: 100% of the Award Units shall vest on the first anniversary of the Award Date provided Participant remains continuously employed by the Company or an Affiliate until the first anniversary of the Award Date (or such later date as may result from suspended vesting as provided below). Vesting will continue in accordance with the Vesting Schedule during a leave of absence that is protected under local law (which may include, but is not limited to, a maternity, paternity, disability, medical, or military leave), provided that such vesting shall not exceed the maximum leave of absence period protected by local law. Vesting shall be suspended during any unpaid personal leave of absence, except as otherwise provided by local law.

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

JAMDAT MOBILE INC.

Name:

Title:

ACCEPTANCE:

Participant hereby acknowledges receipt of a copy of the Plan and a copy of the Prospectus, as amended, and that additional copies are available upon request from the Administrator. Participant represents that Participant has read and understands the terms and conditions thereof, and accepts the Award subject to all the terms and conditions of the Plan and the Award. Participant acknowledges that there may be adverse tax consequences due to the Award and that Participant should consult a tax advisor to determine his or her actual tax consequences. Participant must accept this Award by executing and delivering a paper version to the Company within 30 days otherwise the Company may, at its discretion, rescind the Award in its entirety.

Signature

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APPENDIX A

JAMDAT MOBILE INC.

STOCK AWARD

(U.S. EMPLOYEES)

Award. Each Award Unit represents the right to receive one share of JAMDAT Mobile Inc. Common Stock (“Common Stock”), subject to certain restrictions and on the terms and conditions contained in this Stock Award (“Award”) and the JAMDAT Mobile Inc. 2004 Equity Incentive Plan, as amended (the “Plan”). In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. Any terms not defined herein shall have the meaning set forth in the Plan.

No Shareholder Rights. The Award does not entitle Participant to any rights of a shareholder of Common Stock. The rights of Participant with respect to the Award shall remain forfeitable at all times prior to the date on which such rights become vested.

Conversion of Award Units; Issuance of Common Stock. No Shares of Common Stock shall be issued to Participant prior to the date on which the Award Units vest. After any Award Units vest, the Company shall promptly cause to be issued in book-entry form, registered in Participant’s name or in the name of Participant’s legal representatives, beneficiaries or heirs, as the case may be, Common Stock in payment of such vested whole Award Units; provided, however, that in the event such Award Units do not vest on a day during which the Company’s Common Stock is quoted on the Nasdaq National Market (or traded on such other principal national securities market or exchange on which the Company’s Common Stock may then be listed) (“Trading Day”), the Company shall cause such Common Stock to be issued on the next Trading Day following the date on which such Award Units vest; provided, further, that in no event shall the Company cause such Shares to be issued later than two (2) months after the date on which such Award Units vest. For purposes of this Award, the date on which vested Award Units are converted into Common Stock shall be referred to as the “Conversion Date.”

Fractional Award Units. In the event Participant is vested in a fractional portion of an Award Unit (a “Fractional Portion”), such Fractional Portion shall not be converted into a Share or issued to Participant. Instead, the Fractional Portion shall remain unconverted until the final vesting date for the Award Units; provided, however, if Participant vests in a subsequent Fractional Portion prior to the final vesting date for the Award Units and such Fractional Portion taken together with a previous Fractional Portion accrued by Participant under this Award would equal or be greater than a whole Share, then such Fractional Portions shall be converted into one Share; provided, further, that following such conversion, any remaining Fractional Portion shall remain unconverted. Upon the final vesting date, the value of any remaining Fractional Portion(s) shall be rounded up to the nearest whole Award Unit at the same time as the conversion of the remaining Award Units and issuance of Common Stock described in section 3 above.

Restriction on Transfer. Neither the Award Units nor any rights under this Award may be sold, assigned, transferred, pledged, hypothecated or otherwise disposed of by Participant other than by will or by the laws of descent and distribution, and any such purported sale,

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assignment, transfer, pledge, hypothecation or other disposition shall be void and unenforceable against the Company. Notwithstanding the foregoing, Participant may, in the manner established by the Administrator, designate a beneficiary or beneficiaries to exercise Participant’s rights and receive any property distributable with respect to the Award Units upon Participant’s death.

Termination of Service.

Forfeiture of Unvested Award Units Upon Termination of Service, Other than Death or Disability. In the event that Participant’s employment or service is terminated for any reason other than death or disability and the Award Units are not yet fully vested as of the date of termination, then the unvested Award Units shall be forfeited immediately upon such termination.

Termination of Service Due to Death or Disability. If the Participant’s employment or service with the Company or Affiliate is terminated due to death or disability after the first anniversary of the Award Date, a pro-rata portion of the Award Units, to the extent that the Award Units are partially vested on the termination date, will be converted into Shares and issued to the Participant, or Participant’s legal representatives, beneficiaries, or heirs, as the case may be. If the Participant’s employment or service with the Company or Affiliate is terminated due to death or disability, before the first anniversary of the Award Date, the entire Award shall be forfeited. In determining the pro-rata portion of the Award Units that are vested on the termination date, the Administrator will consider the number of months worked by Participant during the 12-calendar month period preceding the next anniversary of the Award Date under the following formula:

Number of Award Units scheduled to vest on the next anniversary of the Award Date multiplied
by [Number of calendar months worked by Participant     during the 12-month period prior to the next     anniversary of the Award Date] divided by 12

Participant shall be deemed to have worked a calendar month if Participant has worked any portion of that month. The Administrator’s determination of vested Award Units shall be in whole Award Units only and will be binding on the Participant.

Forfeiture of Pro-Rata Portion of Award Units Upon Cessation of Full-Time Employment Status. Except as provided in this section, the Award Units shall be forfeited in part, if Participant ceases to be a full-time employee, but remains an employee of the Company or Affiliate. If the Participant ceases to be a full-time employee for any reason other than disability but remains an employee of the Company or Affiliate, the number of Award Units shall be reduced by the result of the following formula:

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Total number of unvested Award Units multiplied
by [[X minus Y] divided by X] Where X equals the number of hours in Participant’s regularly-scheduled workweek prior to ceasing to be a full-time employee, and Y equals the number of hours in Participant’s regularly-scheduled workweek after ceasing to be a full-time employee.

Unless otherwise determined by the Administrator or required by local law, a Participant shall be deemed to be a “full-time” employee if Participant works not less than 40 hours per week or such other number of minimum hours per workweek then considered by the Company in its sole discretion to be “full-time”. The Award shall continue to vest as set forth in the Award, provided the Participant is continuously employed by the Company or Affiliate during the relevant vesting period.

No Rights of Employment. Nothing in the Plan or the Award shall confer on Participant any right to continue in the employ of, or other relationship with, the Company or any Affiliate or limit in any way the right of the Company or any Affiliate to terminate Participant’s employment or other relationship at any time, with or without cause.

No Acquired Rights. The Participant agrees and acknowledges that:

the Plan is discretionary and the Company can amend or cancel it at any time;

participation in the Plan is voluntary and does not create any contractual or other right to receive future rights to Shares;

the right to Shares under the Plan is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any termination, severance, resignation, redundancy, bonuses, pension or retirement benefits or similar payments;

the future value of the Shares awarded under the Plan is unknown and cannot be predicted with certainty; and

no claim or entitlement to compensation or damages arises from the termination of the right to receive Shares or diminution in value of the Shares awarded under the Plan and the Participant irrevocably releases the Company and the Participant’s employer from any such claim that may arise.

Tax Withholding.

The Company will assess its requirements regarding tax, social insurance, and other applicable taxes (“Tax Items”) in connection with the Award. These requirements may change from time to time as laws or interpretations change. Regardless of the Company’s actions in this regard, the Participant hereby acknowledges and agrees that the ultimate liability for Tax

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Items is the responsibility of the Participant. Participant acknowledges and agrees that the Company and/or the Participant’s employer:

make no representations or undertakings regarding the treatment of any Tax Items in connection with any aspect of the Award, including the subsequent sale of Shares acquired under the Plan; and

do not commit to structure the terms of the Award or any aspect of the Award to reduce or eliminate the Participant’s liability for Tax Items.

Prior to the delivery of Shares upon the vesting of Award Units (“Award Shares”), the Participant must pay or make adequate provisions for the withholding of Tax Items. The Participant authorizes the Company and/or the Participant’s employer to collect the Tax Items by withholding from the delivery of the Award Shares a whole number of Shares with a Fair Market Value equal to or in excess of the minimum withholding obligation for Tax Items; provided, however, that in order to avoid issuing fractional Shares, the Company may issue no more than a single whole Share in excess of the minimum withholding obligation for Tax Items. For example, if the minimum withholding obligation for Tax Items is $225 and the Fair Market Value of the Common Stock is $50 per share, then the Company may withhold up to five Shares from the delivery of Award Shares on the issuance date. The Company or the Participant’s employer will remit the total amount withheld for Tax Items to the appropriate tax authorities. The Participant shall pay to the Company or the Participant’s employer any amount of any Tax Items that the Company or the Participant’s employer may be required to withhold as a result of participation in the Plan that cannot be satisfied by the means previously described.

Tax Consequences. Set forth below is a brief summary as of the date the form of Award was adopted of some of the federal and California tax consequences of the Award, the vesting of the Award Units, and disposition of the Award Shares. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. PARTICIPANT IS STRONGLY ADVISED TO CONSULT A TAX ADVISER.

Vesting of Award Units. Upon the issuance of Award Shares to Participant following the vesting of Award Units, Participant will recognize compensation income (taxable at ordinary income tax rates) equal to the Fair Market Value of the Award Shares on the Conversion Date.

Disposition of the Award Shares. For federal tax purposes, if the Award Shares are held for less than 12 months after the Conversion Date, any gain realized on the disposition of the Award Shares will be treated as a short-term capital gain. If the Award Shares are held for more than 12 months any such gain will be treated as long-term capital gain.

Compliance with Laws and Regulations. The issuance and transfer of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state laws and with all applicable requirements of any stock exchange or national market system on which the Company’s Common Stock may be listed at the time of such issuance or transfer.

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Authority of the Board and the Administrator. Any dispute regarding the interpretation of the Award shall be submitted by Participant, Participant’s employer, or the Company, forthwith to either the Board or the Administrator, which shall review such dispute at its next regular meeting. The resolution of such a dispute by the Board or Administrator shall be final and binding on the Participant, Participant’s employer, and/or the Company.

Governing Law. The Award as well as the terms and conditions set forth in the Plan shall be governed by, and subject to, the law of the State of California.

Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction or this Award.

Agreement Severable. In the event that any provision in this Award agreement is held to be invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award agreement.

Entire Agreement. The Award, including this Appendix A, and the Plan constitute the entire agreement of the parties and supersede all prior undertakings and agreements with respect to the subject matter hereof.

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EX-5.01

EXHIBIT 5.01

(Includes Exhibit 23.01)

February 17, 2006

Securities and Exchange Commission

Division of Corporation Finance

450 5^th Street, N.W.

Washington, D.C. 20549

Re: Electronic Arts Inc. (“EA”)

Registration Statement on Form S-8

Ladies/Gentlemen:

I am an attorney licensed to practice law in the state of California and I am Senior Vice President, General Counsel and Secretary of EA. I have examined EA’s Registration Statement on Form S-8 (the “Registration Statement”) to be filed by EA on or about February 17, 2006 in connection with the registration under the Securities Act of 1933, as amended, of 1,887,951

shares of Common Stock that may be sold by EA to eligible employees pursuant to the JAMDAT Mobile Inc. Amended and Restated 2000 Stock Incentive Plan and the JAMDAT Mobile Inc. 2004 Equity Incentive Plan, as assumed by EA (the “Equity Plans”).

As General Counsel for EA, I have examined the proceedings taken by EA in connection with the Equity Plans and the shares being registered hereby.

It is my opinion that the 1,887,951 shares of Common Stock that may be issued and sold by EA pursuant to the Equity Plans, when issued and sold in the manner referred to in the Prospectus associated with the Registration Statement and the Equity Plans, as applicable, will be legally issued, fully paid and nonassessable.

I consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to this opinion, if any, in the Registration Statement and amendments thereto.

Very truly yours,

ELECTRONIC ARTS INC.

/s/ Stephen G. Bené

Stephen G. Bené

Senior Vice President, General Counsel

and Secretary

EX-15.01

Exhibit 15.01

The Board of Directors

Electronic Arts Inc.:

With respect to the registration statement on Form S-8 of Electronic Arts Inc. to be filed on or about February 17, 2006, we acknowledge our awareness of the use therein of our reports dated August 3, 2005, November 9, 2005 and February 7, 2006 relating to the unaudited condensed consolidated interim financial statements of Electronic Arts Inc. and subsidiaries that are included in its Form 10-Q for the three-month periods ended July 2, 2005, October 1, 2005 and December 31, 2005, respectively.

Pursuant to Rule 436 under the Securities Act of 1933 (the Act), such report is not considered part of a registration statement prepared or certified by an independent registered public accounting firm, or a report prepared or certified by an independent registered public accounting firm within the meaning of Sections 7 and 11 of the Act.

KPMG LLP

Mountain View, California

February 17, 2006

EX-23.02

Exhibit 23.02

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Electronic Arts Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of Electronic Arts Inc. of our reports dated June 3, 2005, with respect to the consolidated balance sheets of Electronic Arts Inc. as of March 26, 2005 and March 27, 2004, and the related consolidated statements of operations, stockholders’ equity, cash flows, and comprehensive income for each of the years in the three-year period ended March 26, 2005, and the related financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting as of March 26, 2005 and the effectiveness of internal control over financial reporting as of March 26, 2005, which reports appear in the March 26, 2005, annual report on Form 10-K of Electronic Arts Inc.

KPMG LLP

Mountain View, California

February 17, 2006