Exhibit 4.02
ELECTRONIC ARTS
INC.
2000 EMPLOYEE STOCK PURCHASE
PLAN
As Amended by the Stockholders on
July 31, 2008
1. Establishment of
Plan . Electronic Arts Inc., (the “ Company
”) proposes to grant options for purchase of the
Company’s Common Stock to eligible employees of the Company
and its Subsidiaries (as hereinafter defined) pursuant to this 2000
Employee Stock Purchase Plan (the “ Plan ”). For
purposes of this Plan, “parent corporation” and
“Subsidiary” (collectively, “Subsidiaries”)
shall have the same meanings as “parent corporation”
and “subsidiary corporation” in Sections 424(e) and
424(f), respectively, of the Internal Revenue Code of 1986, as
amended (the “Code”). The Company intends that the Plan
shall feature two components: (i) an “employee stock
purchase plan” under Section 423 of the Code (including
any amendments or replacements of such section) for participants
residing in the U.S., and (ii) an “employee stock
purchase plan” that is intended to grant purchase rights
under rules, procedures or sub-plans that are not intended to
qualify Section 423 of the Code for participants that are not
residing in the U.S. Any term not expressly defined in the Plan but
defined for purposes of Section 423 of the Code shall have the
same definition herein. A total of 9,800,000 shares of Common Stock
are reserved for issuance under the Plan. Such number shall be
subject to adjustments effected in accordance with Section 14
of the Plan.
2. Purposes . The
purpose of the Plan is to provide employees of the Company and its
Subsidiaries designated by the Board of Directors as eligible to
participate in the Plan with a convenient means to acquire an
equity interest in the Company through payroll deductions, to
enhance such employees’ sense of participation in the affairs
of the Company and its Subsidiaries, and to provide an incentive
for continued employment.
3. Administration .
This Plan may be administered by the Board or a committee appointed
by the Board (the “ Committee ”). The Plan shall
be administered by the Board or a committee appointed by the Board
consisting of not less than three (3) persons (who are members
of the Board), each of whom is a disinterested director. As used in
this Plan, references to the “Committee” shall mean
either the committee appointed by the Board to administer this Plan
or the Board if no committee has been established. Subject to the
provisions of the Plan and the limitations of Section 423 of
the Code or any successor provision in the Code, if applicable, all
questions of interpretation or application of the Plan shall be
determined by the Committee and its decisions shall be final and
binding upon all participants. Members of the Committee shall
receive no compensation for their services in connection with the
administration of the Plan, other than standard fees as established
from time to time by the Board of Directors of the Company for
services rendered by Board members serving on Board committees. All
expenses incurred in connection with the administration of the Plan
shall be paid by the Company.
4. Eligibility . Any
employee of the Company or the Subsidiaries is eligible to
participate in an Offering Period (as hereinafter defined) under
the Plan except the following:
(a) employees who are not employed
by the Company or its Subsidiaries on the fifteenth (15th) day
of the month before the beginning of such Offering
Period;
(b) employees who, together with any
other person whose stock would be attributed to such employee
pursuant to Section 424(d) of the Code, own stock or hold
options to purchase stock or who, as a result of being granted an
option under the Plan with respect to such Offering Period, would
own stock or hold options to purchase stock possessing five
(5) percent or more of the total combined voting power or
value of all classes of stock of the Company or any of its
Subsidiaries; and
(c) employees who would, by virtue
of their participation in such Offering Period, be participating
simultaneously in more than one Offering Period under the
Plan.
For employees of Subsidiaries
located in the U.S., the following would not be eligible to
participate in an Offering Period:
(a) employees who are customarily
employed for less than 20 hours per week, and
(b) employees who are customarily
employed for less than five (5) months in a calendar
year.
5. Offering Dates .
The Offering Periods of the Plan (the “Offering
Period”) shall be of twelve (12) months duration
commencing on the first business day of March and September of each
year and ending on the last business day of February and August,
respectively, hereafter. The first Offering Period shall commence
on September 1, 2000. The first day of each
Offering Period is referred to as the
“Offering Date”. Each Offering Period shall consist of
two (2) six-month purchase periods (individually, a
“Purchase Period”), during which payroll deductions of
the participant are accumulated under this Plan. Each such
six-month Purchase Period shall commence on the first business day
of March and September of an Offering Period and shall end on the
last business day of the following August and February,
respectively. The last business day of each Purchase Period is
hereinafter referred to as the Purchase Date. The Board of
Directors of the Company shall have the power to change the
duration of Offering Periods or Purchase Periods without
stockholder approval if such change is announced at least fifteen
(15) days prior to the scheduled beginning of the first
Offering Period or Purchase Period, as the case may be, to be
affected.
6. Participation in the
Plan . Eligible employees may become participants in an
Offering Period under the Plan on the first Offering Date after
satisfying the eligibility requirements by delivering to the
Company’s or Subsidiary’s (whichever employs such
employee) payroll department (the “payroll department”)
not later than the 15th day of the month before such Offering Date
unless a later time for filing the subscription agreement is set by
the Board for all eligible Employees with respect to a given
Offering Period a subscription agreement authorizing payroll
deductions. An eligible employee who does not deliver a
subscription agreement to the payroll department by such date after
becoming eligible to participate in such Offering Period under the
Plan shall not participate in that Offering Period or any
subsequent Offering Period unless such employee enrolls in the Plan
by filing the subscription agreement with the payroll department
not later than the 15th day of the month preceding a subsequent
Offering Date. Once an employee becomes a participant in an
Offering Period, such employee will automatically participate in
the Offering Period commencing immediately following the last day
of the prior Offering Period unless the employee withdraws from the
Plan or terminates further participation in the Offering Period as
set forth in Section 11 below. Such participant is not
required to file any additional subscription agreements in order to
continue participation in the Plan. Any participant whose option
expires and who has not withdrawn from the Plan pursuant to
Section 11 below will automatically be re-enrolled in the Plan
and granted a new option on the Offering Date of the next Offering
Period. A participant in the Plan may participate in only one
Offering Period at any time.
In jurisdictions where payroll
deductions are not permitted under local law, the eligible
employees may participate in the Plan by making contributions in
the form that is acceptable and approved by the Board or
Committee.
7. Grant of Option on
Enrollment . Enrollment by an eligible employee in the Plan
with respect to an Offering Period will constitute the grant (as of
the Offering Date) by the Company to such employee of an option to
purchase on each Purchase Date up to that number of shares of
Common Stock of the Company determined by dividing the amount
accumulated in such employee’s payroll deduction account
during such Purchase Period by the lower of (i) eighty-five
percent (85%) of the fair market value of a share of the
Company’s Common Stock on the Offering Date (the “Entry
Price”) or (ii) eighty-five percent (85%) of the
fair market value of a share of the Company’s Common Stock on
the Purchase Date, provided, however, that the number of shares of
the Company’s Common Stock subject to any option granted
pursuant to this Plan shall not exceed the lesser of (a) the
maximum number of shares set by the Board pursuant to
Section 10(c) below with respect to all Purchase Periods
within the applicable Offering Period or Purchase Period, or
(b) 200% of the number of shares determined by using 85% of
the fair market value of a share of the Company’s Common
Stock on the Offering Date as the denominator. Fair market value of
a share of the Company’s Common Stock shall be determined as
provided in Section 8 hereof.
8. Purchase Price .
The purchase price per share at which a share of Common Stock will
be sold in any Offering Period shall be eighty-five percent
(85%) of the lesser of:
(a) the fair market value on the
Offering Date, or
(b) the fair market value on the
Purchase Date.
For purposes of the Plan, the term
“fair market value” on a given date shall mean the
closing bid from the previous day’s trading of a share of the
Company’s Common Stock as reported on the NASDAQ National
Market System.
9. Payment of Purchase Price;
Changes in Payroll Deductions; Issuance of Shares
.
(a) The purchase price of the shares
is accumulated by regular payroll deductions made during each
Purchase Period. The deductions are made as a percentage of the
employee’s compensation in one percent (1%) increments
not less than two percent (2%) nor greater than ten percent
(10%). Compensation shall mean base salary, commissions, overtime,
performance bonuses, discretionary bonuses, stay bonuses, referral
bonuses, sabbatical cash outs, shift differentials, and such other
forms of compensation as the Committee, in the exercise of its
discretion under the Plan, may designate as subject to payroll
deductions for purposes of the Plan. Notwithstanding the
foregoing, Compensation shall not include car benefits/allowances,
income derived from stock options, equity-based compensation, or
payments made in connection with termination (including, but not
limited to, holiday accrual cash outs, severance pay, separation
pay, or ex gratia payments). Payroll deductions shall commence with
the first pay period following the Offering Date and shall continue
to the end of the Offering Period unless sooner altered or
terminated as provided in the Plan.
(b) A participant may lower (but not
increase) the rate of payroll deductions during a Purchase Period
by filing with the payroll department a new authorization for
payroll deductions, in which case the new rate shall become
effective for the next payroll period commencing more than 15 days
after the payroll department’s receipt of the authorization
and shall continue for the remainder of the Offering Period unless
changed as described below. Such change in the rate of payroll
deductions may be made at any time during an Offering Period, but
not more than one change may be made effective during any Purchase
Period. A participant may increase or lower the rate of payroll
deductions for any subsequent Purchase Period by filing with the
payroll department a new authorization for payroll deductions not
later than the 15th day of the month before the beginning of such
Purchase Period.
(c) Subject to the laws of the local
jurisdiction, all payroll deductions made for a participant are
credited to his or her account under the Plan and are deposited
with the general funds of the Company; no interest accrues on the
payroll deductions. Subject to the laws of the local jurisdiction,
all payroll deductions received or held by the Company may be used
by the Company for any corporate purpose, and the Company shall not
be obligated to segregate such payroll deductions.
(d) On each Purchase Date, as long
as the Plan remains in effect and provided that the participant has
not submitted a signed and completed withdrawal form before that
date which notifies the Company that the participant wishes to
withdraw from that Offering Period under the Plan and have all
payroll deductions accumulated in the account maintained on behalf
of the participant as of that date returned to the participant, the
Company shall apply the funds then in the participant’s
account to the purchase of whole shares of Common Stock reserved
under the option granted to such participant with respect to the
Offering Period to the extent that such option is exercisable on
the Purchase Date. The purchase price per share shall be as
specified in Section 8 of the Plan. Any cash remaining in a
participant’s account after such purchase of shares shall be
refunded to such participant in cash; provided, however, that any
amount remaining in participant’s account on a
Purchase
