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 27, 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.

Appointment of Executive Officer

On March 27, 2008, Electronic Arts Inc. (“EA”) issued a press release in which it announced that it had entered into a letter of employment with Eric F. Brown (the “Offer Letter”) under which EA agreed to appoint Mr. Brown as Chief Financial Officer.

Mr. Brown, age 42, served as Chief Operating Officer and Chief Financial Officer of McAfee, Inc., a security technology company from March 2006 until March 2008. From January 2005 until March 2006, Mr. Brown was McAfee’s Executive Vice President and Chief Financial Officer. Mr. Brown served as President and Chief Financial Officer of MicroStrategy Incorporated, a business intelligence software provider, from November 2000 until December 2004, and as its Chief Financial Officer from August 2000 until November 2000. Mr. Brown joined MicroStrategy as Chief Financial Officer of its Strategy.com subsidiary in February 2000. From October 1998 until February 2000, Mr. Brown served as Chief Financial Officer and then Chief Operating Officer of EA’s studio organization in Redwood City, CA. Prior to that time, Mr. Brown was co-founder and Chief Financial Officer of DataSage, Inc., a vendor of e-business personalization software, from 1995 until October 1998. Mr. Brown also held several senior financial positions with Grand Metropolitan from 1990 until 1995. Mr. Brown received an MBA from the Sloan School of Management of the Massachusetts Institute of Technology and a BS in Chemistry from the Massachusetts Institute of Technology.

A copy of the press release is attached hereto as Exhibit 99.1.

Compensatory Arrangements with Mr. Brown

A copy of the Offer Letter is attached hereto as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference. The following summary of the Offer Letter does not purport to be complete and is subject to and qualified in its entirety by reference to the attached agreement.

The material terms of the Offer Letter are as follows:

• Mr. Brown’s annual base salary will be $600,000 and his discretionary target bonus percentage will be 75% of his annual base salary.

• EA has agreed to pay Mr. Brown a one-time bonus of $100,000 (minus applicable taxes).

• EA has agreed to grant Mr. Brown a stock option to purchase 250,000 shares of the company’s common stock pursuant to EA’s 2000 Equity Incentive Plan. The stock option will vest as to 24% of the shares twelve months from the first day of the month in which the grant is made, and will then vest in additional 2% increments each month thereafter for the following 38 months.

• EA has agreed to grant Mr. Brown 83,300 restricted stock units, which vest as to 25% of the shares on each of the first, second, third and fourth anniversaries of the original grant.

• EA will assist Mr. Brown with relocation-related expenses, including: up to two house-hunting trips; travel costs; transportation and storage of household goods; transportation of pets and automobiles; up to six months of temporary housing; up to two weeks use of a rental car; home sale and home purchase assistance; one month’s base salary to cover miscellaneous expenses; and tax “gross-up” payments related to Mr. Brown’s relocation-related expenses. In the event Mr. Brown voluntarily leaves his employment with EA or is terminated for any reason other than a reduction in force that eliminates his job position (a) prior to the one-year anniversary of his date of hire, he has agreed to pay EA an amount equal to all relocation and gross-up expenses incurred by EA through the date of his termination; or (b) on or after the one-year anniversary of his date of hire and prior to the second anniversary of his date of hire, he has agreed to pay EA an amount equal to a pro-rata portion (24 minus number of full

months of employment / 24 months) of all relocation and gross-up expenses incurred by EA through his date of termination.

In accordance with EA’s standard equity grant policies, Mr. Brown’s stock option and restricted stock units will be granted on the first regularly scheduled grant date on or after he commences employment with EA (i.e., the 16^th of the month on or following the date on which he commences employment with EA, or the first NASDAQ trading day thereafter).

Mr. Brown will participate in the compensation and benefit programs generally available to EA’s executive officers.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Offer Letter dated March 19, 2008
99.1	Press release dated March 27, 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 27, 2008	By:	/s/ Stephen G. Bené
		Stephen G. Bené Senior Vice President, General Counsel and Secretary

EX-10.1

Exhibit 10.1

March 19, 2008

Dear Eric:

Congratulations! Please accept our offer to become part of EA’s rich game making history and future.

I am pleased to offer you a regular full-time position with Electronic Arts as Chief Financial Officer commencing on a mutually agreed upon start date at a base salary of $50,000.00 per month, or $600,000.00 annualized, minus applicable deductions. You will be reporting to me, John Riccitiello.

For your information, I have enclosed several documents that will provide an introduction to life at EA, including an overview of our benefits programs and EA’s Global Code of Conduct. Other EA policies and procedures are on EA’s intranet and will be reviewed with you at orientation.

You will also be eligible to participate in our discretionary bonus program. This discretionary bonus is typically determined at the end of our fiscal year (March) and is prorated for your months of employment. You need to be employed by EA by January 15th to be eligible for a bonus in this fiscal year. Your discretionary bonus target will be 75% of your salary. To receive payment of your bonus you must be employed by Electronic Arts at the time any bonuses are paid. In addition, EA reviews performance and compensation levels annually, and it currently makes merit adjustments in June of each year. To be eligible for a merit increase at next June’s review, you must commence employment by January 15th of the same calendar year.

I will recommend to the Compensation Committee that you be granted a non-qualified stock option to purchase 250,000 shares of Electronic Arts common stock in accordance with our 2000 Equity Incentive Plan. The Committee will grant and price the stock option on the next regularly scheduled grant date after you commence employment (i.e., the 16^th of the month following your commencement of employment, or the first NASDAQ trading day thereafter). The options shall vest and become exercisable as to 24% of the shares on the first day of the calendar month that includes the one-year anniversary of the grant date, and will then vest and become exercisable as to an additional 2% of the shares on the first calendar day of each month thereafter for 38 months. You will receive more details regarding this stock option from Stock Administration after the grant date.

I will recommend to the Compensation Committee that you be granted a one-time Ownership Award in the form of 83,300 restricted stock units (RSUs) in accordance with our 2000 Equity Incentive Plan. The Committee will grant the RSUs on the next regularly scheduled grant date after you commence employment (i.e., the 16^th of the month following your commencement of employment, or the first NASDAQ trading day thereafter). This Award will vest in 25% increments annually on each of the first, second, third and fourth anniversaries of the original grant date. You will receive more details regarding this Award from Stock Administration after the grant date.

You are being provided Tier 5 executive relocation assistance, as described in the attached relocation summary document. Per EA policy, if you voluntarily leave your employment with EA or are terminated for any reason other than a reduction in force that eliminates your job position (a) prior to the one year anniversary of the date of your hire, you agree to pay EA an amount equal to all relocation and gross up expenses incurred by EA through your date of termination; or (b) on or after the one year anniversary of the date of your hire and prior to the second anniversary of the date of your hire, you agree to pay EA an amount equal to a pro-rata portion (24 minus number of full months of employment / 24 months) of all relocation and gross up expenses incurred by EA through your date of termination. Payment must be made to EA upon your last day of employment. Once you accept this offer of employment with EA, please contact EA’s Global Mobility Group, at 650-628-9100, to start the process.

Lastly, EA is providing you a one-time bonus of $100,000.00 (minus applicable taxes) at the time of hire, which is earned at the completion of your first year of employment but you will receive it within the first 30 days of

your employment. If you voluntarily leave your employment before the completion of one year, you agree to repay to EA the full net amount of the bonus.

If you have any questions about this offer or about your eligibility to participate in or to be covered by any of the described benefits, please call me.

In the course of your work, you will have access to proprietary materials and concepts. Our offer is contingent on your signing Electronic Arts’ New Hire/ Proprietary Information Agreement. Two copies are enclosed for signature (please keep one for your own records).

This offer letter contains the entire understanding between you and Electronic Arts as to the terms of your offer of employment and specifically supersedes all previous discussions you may have had with anyone at Electronic Arts regarding those terms.

Should you accept this offer, please plan on attending New Hire Orientation to be held on your first Monday at 9:00 a.m. Please complete and bring the forms in the attached package.

This offer of employment is made contingent upon your providing Electronic Arts with proof that you have the legal right to work in the United States. This will be handled as part of your orientation process.

In addition, EA will conduct a background check pursuant to a written notice you will receive under separate cover, and this offer of employment is contingent upon the results of such check being acceptable to EA.

This offer of employment is valid through March 28, 2008, and if not accepted by then, we will assume that you have declined the offer. If you accept this offer, please sign below and return both pages of the original offer letter to Gabrielle Toledano in the enclosed envelope, and we can begin your orientation to EA. Please keep a copy for yourself.

Please join our team and help us be the place where GREAT people create and deliver GREAT games.

If you have any questions regarding this offer, please feel free to contact me.

Sincerely,

/s/ John Riccitiello

John Riccitiello

Chief Executive Officer

Electronic Arts

Enclosures

Accepted by candidate:	Date:
/s/ Eric F. Brown	March 19, 2008
Anticipated Start Date: April 14, 2008

ERIC BROWN

Employee Relocation Summary

Relocation benefits, including tax assistance, as follows:

House Hunting Trip	Up to two house hunting trips, where reasonable and customary costs for airfare, hotel, and rental car reimbursed (10 days total).
Final Move	Reimbursement for mileage per IRS guidelines or one way airfare based on EA travel guidelines. Reasonable lodging costs will be reimbursed when driving. Actual and reasonable reimbursement for receipted transportation to the airport will be provided.
Travel to the former location	If employee is required to move to the new location in advance of the pack and load date, one airline ticket or mileage reimbursement will be provided for the employee within the first 60 days of temporary living.
Transportation of Household Goods	Designated professional moving company will pack, load, deliver and unpack your household goods with insurance coverage of $100K.
Storage of Household Goods	Up to 6 months of storage.
Shipment of Automobiles	Two cars shipped by auto transporter. Value of the vehicle must exceed the cost of transportation of the vehicles. Cars must be in operating condition.
Pet Shipment	Reimbursement of up to $200/pet for actual direct shipment expenses for up to 2 pets.
Temporary Housing	Up to 6 months of temporary housing.
Rental Car	One midsized rental car will be reimbursed for up to 14 days or until shipped auto arrives, whichever is sooner. Short term rental vehicles are insured under the company’s insurance policies.
Home Sale Assistance	Market Value Purchase Program. Additional details to follow.
Home Purchase Assistance	Up to $24K of reimbursement for non-recurring closing costs and loan origination fees.
Tax Treatment of Relocation Expenses	Gross up of taxable reimbursements and standard deduction for federal taxes. Tax true up at year end.
Miscellaneous Moving Allowance	One month’s base salary (net). No receipts required.

ERIC BROWN

Employee Relocation Summary

Relocation benefits, including tax assistance, as follows:

Repayment
Clause If you voluntarily leave your employment with EA or are terminated for any reason other than a reduction in force that eliminates your job position (a) prior to the one year anniversary of the date of your hire, you agree to pay EA an amount equal to all relocation and gross up expenses incurred by EA through your date of termination; or (b) on or after the one year anniversary of the date of your hire, you agree to pay EA an amount equal to a pro-rata portion (full months of employment/24 months) of all relocation and gross up expenses incurred by EA through your date of termination. Payment must be made to EA upon your last day of employment.

EX-99.1

Exhibit 99.1

ERIC BROWN TO JOIN ELECTRONIC ARTS AS CHIEF FINANCIAL OFFICER

REDWOOD CITY, Calif., March 27, 2008 – Electronic Arts Inc. (“EA”) (NASDAQ: ERTS) today announced the appointment of Eric Brown as Chief Financial Officer and EVP. A former EA executive, Mr. Brown, 42, joins the company from McAfee Inc. where he served as Chief Financial Officer and Chief Operating Officer. Mr. Brown will start his new role on April 14.

“Eric’s strong financial background, broad international experience and industry knowledge makes him a perfect fit for EA,” said John Riccitiello, Chief Executive Officer. “Eric is a highly-regarded CFO, and we are looking forward to having him join our team.”

“I am thrilled to return to EA where I can bring together my professional experience with my passion for the industry,” said Mr. Brown. “It’s a great opportunity to join EA at this pivotal time and support the company’s growth initiatives in the years ahead.”

Prior to McAfee, Mr. Brown served as President and Chief Financial Officer of MicroStrategy. Prior to that, he was the Chief Operating Officer of EA’s Redwood Shores Studio. Earlier in his career, he held management positions at DataSage Inc. and the Haagen-Dazs Company, where he worked for several years in Europe and Asia.

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.