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 17, 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 16, 2008, Electronic Arts Inc. (“EA”) issued a press release in which it announced that it had entered into a letter of employment with John Pleasants, age 42, (the “Offer Letter”) under which EA agreed to appoint Mr. Pleasants as President, Global Publishing and Chief Operating Officer.

Prior to joining EA, Mr. Pleasants was an investor in, and served as an advisor to, various privately-held companies. From September 2005 until June 2007, Mr. Pleasants served as President and Chief Executive Officer of Revolution Health Group, a comprehensive consumer-directed healthcare company. From November 1996 until September 2005, Mr. Pleasants held various senior positions at IAC/InterActiveCorp, including, most recently, President and Chief Executive Officer of Ticketmaster (a division of IAC). Mr. Pleasants holds a B.A. in political science from Yale University and an M.B.A. from Harvard Business School.

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

Compensatory Arrangements with Mr. Pleasants

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. Pleasants’ 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. Pleasants a one-time bonus of $500,000 (minus applicable taxes).

• EA has agreed to grant Mr. Pleasants a stock option to purchase 500,000 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. Pleasants 75,000 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. Pleasants with relocation-related expenses, which are currently estimated to be approximately $513,685. In the event Mr. Pleasants voluntarily leaves his employment with EA or is terminated for cause (as defined by California law) prior to the one year anniversary of the date of his hire, he has agreed to pay EA an amount equal to all relocation and gross up expenses incurred by EA through his date of termination.

In accordance with EA’s standard equity grant policies, Mr. Pleasants’ stock option and restricted stock units are scheduled to be granted on March 17, 2008.

Mr. Pleasants 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 February 19, 2008
99.1	Press release dated March 16, 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 17, 2008	By:	/s/ Stephen G. Bené
		Stephen G. Bené
		Senior Vice President,
		General Counsel and Secretary

EX-10.1

Exhibit 10.1

February 19, 2008

John F. Pleasants

Dear John:

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 President, Global Publishing and Chief Operating 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. For the FY09 bonus, you will be guaranteed a portion of your bonus, to be paid on the normal bonus payment date in or around June 2009 and subject to your being employed by EA at the time, in the amount of $200,000 (minus applicable deductions). 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 500,000 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 75,000 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 cause (as defined by California law) 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. 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 $500,000.00 (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 February 29, 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 Cindy Nicola, in Talent Acquisition, 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/ John F. Pleasants	2-27-08
Anticipated Start Date: 3-17-08

EX-99.1

Exhibit 99.1

JOHN PLEASANTS NAMED PRESIDENT, GLOBAL PUBLISHING AND CHIEF OPERATING

OFFICER OF ELECTRONIC ARTS

Leader in Consumer Marketing and Online to Join EA Executive Team

REDWOOD CITY, Calif., March 16, 2008 – Electronic Arts Inc. (“EA”) (NASDAQ: ERTS) today announced the appointment of John Pleasants as President, Global Publishing and Chief Operating Officer of EA. In this role, Pleasants will lead EA’s Global Publishing Organization, Corporate Communications and Government Affairs, as well as the Online, Central Development and Technology teams. Pleasants begins immediately and reports to EA Chief Executive Officer John Riccitiello.

Riccitiello commented, “John’s experience as a business operator, his knowledge of online consumer relationships and his ability to lead large global teams will be a big asset to EA. He will be a close partner to me and to the executives that lead our four Labels.”

“This is a phenomenal opportunity and there’s no better time to be joining EA,” said John Pleasants. “John Riccitiello and the team at EA have laid out the right plan to take EA forward by building innovative products, expanding digital revenues, and extending its strengths in global publishing. I’m excited about the challenge of leading these initiatives and working with this talented team.”

Throughout his career, Pleasants has established himself as a leader in consumer marketing, online, and technology. His previous experience includes positions as President and Chief Executive Officer of Revolution Health Group, President and Chief Executive Officer of Ticketmaster, and key consumer marketing roles with Frito-Lay. He also has a long track record as an investor in, and serving as an advisor to, various privately-held companies.

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.