8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) March 24, 2008

ELECTRONIC ARTS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

0-17948	94-2838567
(Commission File Number)	(IRS Employer Identification No.)

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

(Address of Principal Executive Offices) (Zip Code)

(650) 628-1500

(Registrant’s Telephone Number, Including Area Code)

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

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

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

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

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

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 24, 2008, Electronic Arts Inc. (“EA” or the “Company”) issued a press release in which it announced that Warren Jenson, EA’s Chief Financial and Administrative Officer, will be leaving the Company. Mr. Jenson will continue to serve as Chief Financial and Administrative Officer until EA has appointed a new Chief Financial Officer and that person has commenced employment with EA. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Compensatory Arrangements with Mr. Jenson

EA entered into a Transition Services Agreement (the “Agreement”) with Mr. Jenson, effective as of March 19, 2008, which sets forth the terms relating to Mr. Jenson’s continued employment with EA. A copy of the Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The following summary of the Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the attached agreement:

• After EA appoints a new Chief Financial Officer, Mr. Jenson will remain an employee of EA through September 30, 2008, unless the Agreement is terminated earlier as a result of (1) Mr. Jenson commencing employment with a new employer, (2) Mr. Jenson being terminated for cause (as defined in the Agreement), or (3) Mr. Jenson electing to terminate the Agreement earlier by giving twenty business days written notice to EA.

• Mr. Jenson will continue to receive his current base salary (i.e., $595,204 per year). Mr. Jenson will also continue to be entitled to other standard benefits available to executive officers in similar positions at EA, including coverage under EA’s health, life insurance and disability plans and eligibility to participate in EA’s 401(k) plan.

• Mr. Jenson will remain eligible to participate in EA’s discretionary bonus program for fiscal year 2008 at his current discretionary bonus target level (i.e., 75% of base salary). In order to receive a bonus payment, Mr. Jenson must be employed by EA at the time annual bonus payments are made to other executive officers.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Transition Services Agreement, effective as of March 19, 2008
99.1	Press release, dated March 24, 2008

SIGNATURE

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

		ELECTRONIC ARTS INC.
Dated:	March 24, 2008	By:	/s/ Stephen G. Bené
			Stephen G. Bené
			Senior Vice President,
			General Counsel and Secretary

EX-10.1

Exhibit 10.1

TRANSITION SERVICES AGREEMENT

THIS TRANSITION SERVICES AGREEMENT (the “Agreement”) is made as of March 19, 2008 (the “Effective Date”) by and between ELECTRONIC ARTS INC., a Delaware corporation with offices at 209 Redwood Shores Parkway, Redwood City, CA 94062 (“Company” or “EA”) and WARREN JENSON (the “Jenson”).

A. Jenson is EA’s Chief Financial and Administrative Officer (“CFO”). He has announced his intention to resign from his position and leave EA, and EA wishes to have him continue his employment through September 2008 in order to ensure an orderly transition.

B. EA and Jenson desire to reach an agreement as to the rights, benefits and obligations of the parties arising out of Jenson’s continued employment by EA.

NOW, THEREFORE, EA and Jenson agree as follows:

1. Term of Employment. The Company hereby agrees to employ Jenson, and Jenson hereby accepts employment with the Company, upon the terms set forth in this Agreement, for a term to commence on March 24, 2008 (the “Commencement Date”) and expire on September 30, 2008 (the “Expiration Date”). The period between the Commencement Date and Expiration Date shall be the “Term.” All unused paid time off (PTO) shall be paid out upon termination, per EA policy. Should the parties agree that Jenson’s employment shall continue beyond the Term, such employment shall be at will and subject to the same terms and conditions for other executive employees employed at EA’s Redwood City, CA offices.

2. Title; Capacity; Duties.

2.1 Title. Jenson shall continue to serve as CFO, reporting to John Riccitiello, until EA has appointed a new CFO and that person has commenced employment with EA. At the time a new CFO has commenced employment, Jenson will become the Special Finance Advisor, reporting to the CFO, through the remainder of the Term (or earlier if the Agreement is terminated prior to the end of the Term).

2.2 Duties; Best Efforts and Company Rules. Jenson agrees to devote his best efforts, attention and energies to the business and interests of the Company. In this regard, without limiting the foregoing, Jenson agrees to actively participate in the fiscal year end close, earnings and financial reporting processes and shall provide to the Company signed certifications that are consistent with and reflect in all material respects the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act. Jenson agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company and which are not inconsistent with the terms of this Agreement.

3. Compensation and Benefits. Jenson shall continue to receive the salary in effect on the Effective Date. Jenson shall continue to be entitled to those benefits that are standard for executive persons in similar positions in the Company, including without limitation coverage under EA’s health, life insurance and disability plans and eligibility to participate in EA’s 401(k) plan. He will be eligible to participate in EA’s discretionary bonus program for fiscal year 2008 at the discretionary bonus target in effect on the Effective Date. To receive payment of his bonus, Jenson must be employed at the time annual bonus payments are made to executives.

4. Disability

In the event that Jenson becomes physically or mentally disabled or incapacitated such that he is unable to perform the services required of him under this Agreement, then three (3) months after the onset of said physical or mental disability, this Employment Agreement will terminate; provided, however, that during this three (3) month period all compensation, benefits and other terms of this Agreement shall continue; however, such continued payments by the Company shall be integrated with any disability, workers’ compensation, or other insurance payments received, such Chief Financial and Administrative Officer that the total amount does not exceed the compensation as provided by this Agreement.

5. Termination of Employment. This Agreement (and Jenson’s employment with the Company) may only be terminated in accordance with the provisions below.

(a) Termination Due to Jenson’s New Employment. If Jenson obtains employment with a new employer during the Term, this Agreement (and Jenson’s employment with the Company) shall terminate upon the commencement of such new employment. In such event, Jenson shall be entitled to the compensation and benefits otherwise payable to him under this Agreement through the last day of his actual employment with the Company.

(b) Termination for Cause by the Company. The Company may terminate this Agreement for cause upon the occurrence of any of the following:

1. An intentional act of fraud, embezzlements or theft;

2. An act or omission constituting gross negligence or gross misconduct which is materially injurious to the Company, including any material breaches of this Employment Agreement;

3. Jenson’s death, disability or incapacity pursuant to Section 4 above.

If the Company terminates Jenson’s employment for cause pursuant to this section, the Company shall pay Jenson the compensation and benefits otherwise payable to him under this Agreement through the last day of his actual employment by the Company.

(c) Termination at Jenson’s Option. Jenson may terminate this Agreement at any time by giving twenty (20) business days written notice to the Company. In such event, Jenson shall be entitled to the compensation and benefits otherwise payable to him under this Agreement through the last day of his actual employment with the Company. On or after receiving such notice from Jenson, the Company may pay Jenson’s compensation, benefits and option vesting continuation through the effective date of his resignation and immediately terminate Jenson.

6. Proprietary Information and Developments. Jenson signed a New Hire/Proprietary Information Agreement (“PIA”) upon commencement of employment with the Company, and this PIA will remain in full force and effect through the Term and thereafter, as applicable.

7. Forum Selection: Any and all legal action arising out of or relating to the validity, interpretation, enforceability, or performance of this Transition Services Agreement shall be instituted in state court in San Mateo County or in federal court in the Northern District of California.

8. Notices. All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery, upon deposit of postage prepaid registered or certified mail in the United States Post Office, or by delivery from a recognized courier service, addressed to the other party at the address shown above, or at such other address or addresses as either party shall designate to the other in accordance with this Section 8.

9. Entire Agreement; Severability. This Agreement supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

10. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the state of California.

11. Indemnification and Insurance. Any indemnification or fiduciary insurance maintained by the Company shall remain in effect as to Jenson to the same extent permitted by such applicable insurance policy and that said indemnification and/or fiduciary insurance remains in effect for all officers and directors of the Company.

12. Counterparts. This Transition Services Agreement may be executed in counterparts, and the counterparts, taken together, shall constitute the original.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date set forth above.

ELECTRONIC ARTS INC.
By:	/s/ Gabrielle Toledano
Title:	EVP, Human Resources
Dated:	March 21, 2008
WARREN JENSON
/s/ Warren Jenson
Warren Jenson
Dated:	March 23, 2008

EX-99.1

Exhibit 99.1

WARREN JENSON LEAVING EA AS CHIEF FINANCIAL OFFICER

REDWOOD CITY, Calif., March 24, 2008 – Electronic Arts Inc. (“EA”) (NASDAQ: ERTS) today announced that Chief Financial Officer Warren Jenson will be leaving the company. Mr. Jenson has served as EA’s CFO since 2002 and will stay with the company to assist with its fiscal year-end close and financial reporting process. He has also agreed to help transition his successor into the role.

“I want to thank Warren for the leadership he has provided in the past six years,” said EA Chief Executive Officer John Riccitiello. “He has built a first class Finance Department and has been a contributor to our growth and strategic initiatives.”

“My tenure at EA has provided me with many good friends and memories,” said Warren Jenson. “It’s time for me to write the next chapter in my career – and I wish EA the best in the dynamic period ahead.”

EA will announce a new CFO shortly.

For additional information, please contact:
Holly Rockwood	Tricia Gugler
Director of Communications	Director of Investor Relations
650-628-7323	650-628-7327

About Electronic Arts

Electronic Arts Inc. (EA), headquartered in Redwood City, California, is the world’s leading interactive entertainment software company. Founded in 1982, the company develops, publishes, and distributes interactive software worldwide for video game systems, personal computers, cellular handsets and the Internet. Electronic Arts markets its products under four brand names: EA SPORTS™, EA™, EA SPORTS BIG™ and POGO™). In fiscal 2007, EA posted revenue of $3.09 billion and had 24 titles that sold more than one million copies. EA’s homepage and online game site is www.ea.com. More information about EA’s products and full text of press releases can be found on the Internet at http://info.ea.com.

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