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Executive Long-term Disability Plan

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Sectors: Computer Software and Services
Governing Law: California , View California State Laws
Effective Date: July 01, 2003
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Exhibit 10.35

ELECTRONIC ARTS

EXECUTIVE LONG-TERM DISABILITY PLAN


TABLE OF CONTENTS Page Article 1. The Plan 1 1.1 Establishment 1 1.2 Purpose 1 1.3 Top-Hat Plan 1 Article 2. Definitions 1 2.1 "Affiliate" 1 2.2 "Annual Base Salary" 1 2.3 "Annual Bonus" 2 2.4 "Committee" 2 2.5 "Company" 2 2.6 "Disability" 2 2.7 "Eligible Employee" 2 2.8 "Employee" 2 2.9 "ERISA" 2 2.10 "Insurer" 2 2.11 "Participant" 3 2.12 "Payroll" 3 2.13 "Plan Year" 3 2.14 "Policy" 3 2.15 "Premium Termination Date" 3 2.16 "Total Compensation" 3 Article 3. Benefits Provided Policy Underwriting/Issuance 3 3.1 Benefits 3 3.2 Insurance Policy 4 3.3 Acceptable Underwriting 4 3.4 Rated Underwriting 4 3.5 Decline to Issue 4 3.6 Optional Riders 4 Article 4. Premium Payments 5 4.1 Premium Payments 5 4.2 Premium Termination Date 5 4.3 Return of Unearned Premiums 5 4.4 Policy Continuation Rights 5 Article 5. Claims and Review Procedures 5 5.1 Claims for Disability Benefits 5 5.2 All Other Claims 6

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Page Article 6. Administration and Finances 10 6.1 Administration 10 6.2 Powers of the Plan Administrator 10 6.3 Actions of the Plan Administrator 11 6.4 Delegation 11 6.5 Reports and Records 11 6.6 Plan Expenses 12 Article 7. Amendment/Termination 12 Article 8. Miscellaneous 12 8.1 No Guaranty of Employment 12 8.2 Limitation on Liability 12 8.3 Policy Governs 12 8.4 Non-Alienation 12 8.5 Exclusive Benefit 12 8.6 Transfer to Affiliate 12 8.7 Applicable Law 13

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ELECTRONIC ARTS

EXECUTIVE LONG-TERM DISABILITY PLAN

ARTICLE 1. THE PLAN

1.1 Establishment . Electronic Arts (the " Company" ) hereby establishes this Executive Long-Term Disability Plan (the " Plan" ) effective as of July 1, 2003, and as subsequently amended, effective January 1, 2005.

1.2 Purpose . The Company has established the Plan to provide designated key Eligible Employees with additional long-term Disability benefits to bring their total benefits to a more competitive level. These benefits under the Plan are provided under individual long-term Disability policies purchased from an Insurer to supplement the Company' s group long-term Disability coverage.

1.3 Top-Hat Plan . It is the intention of the Company that the Plan constitute an employee welfare benefit plan maintained primarily for the purpose of providing benefits for a select group of management employees in accordance with Department of Labor Regulation Section 2520.104-24.

ARTICLE 2. DEFINITIONS

Whenever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning. When the defined meaning is intended, the term is capitalized:

2.1 " Affiliate" means an entity that is related to the Company through ownership and/or control. If an Affiliate adopts this Plan, the term " Company," as used in this Plan, shall mean such Affiliate, unless the context clearly indicates otherwise.

2.2 " Annual Base Salary" means the annual cash compensation relating to services performed during any calendar year, whether or not paid in such calendar year or included on the Federal Income Tax Form W-2 for such calendar year, excluding bonuses, commissions, overtime, fringe benefits, stock options, restricted stock, relocation expenses, unused and unpaid excess vacation days, incentive payments, non-monetary awards, directors fees and other fees, automobile and other allowances paid to a

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Participant for employment services rendered (whether or not such allowances are included in the Employee' s gross income). Annual Base Salary shall be calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to all qualified or non-qualified plans of the Company and shall be calculated to include amounts not otherwise included in the Participant' s gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by the Company; provided, however, that all such amounts will be included in compensation only to the extent that, had there been no such plan, the amount would have been payable in cash to the Participant.

2.3 " Annual Bonus" means any compensation, in addition to Annual Base Salary, relating to services performed during any calendar year, whether or not paid in such year or included on the Federal Income Tax Form W-2 for such year, payable to a Participant as an Employee under the Company' s annual or quarterly bonus and/or cash incentive plans, excluding stock options and restricted stock.

2.4 " Committee" means the committee, if any, appointed by the Board of Directors to administer the Plan. The Committee shall be comprised of such number of members as the Board of Directors may designate, and who shall serve at the pleasure of, the Board of Directors.

2.5 " Company" means Electronic Arts, a Delaware Corporation.

2.6 " Disability" means a disability as specified in the Policy.

2.7 " Eligible Employee" means an Employee on the U.S. dollar Payroll of the Company who has been designated by the Company in writing as eligible to participate in this Plan.

2.8 " Employee" means any individual who is employed as a common law employee of the Company.

2.9 " ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

2.10 " Insurer" means the insurance company or companies selected by the Company, in its sole discretion, to provide long-term Disability insurance coverage under this Plan.

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2.11 " Participant" means an Eligible Employee of the Company who has been specifically designated by the Company as a Participant in this Plan. The Company reserves the right to terminate the participation of any Participant at any time by written notice.

2.12 " Payroll" means the system used by an entity to pay those individuals it regards as its common law employees for their services and to withhold employment taxes from the compensation it pays to such common law employees. " Payroll" does not include any system an entity uses to pay individuals whom it does not regard as its common law employees and for whom it does not actually withhold employment taxes (including, but not limited to, individuals it regards as independent contractors) for their services.

2.13 " Plan Year" means each 12-month period beginning January 1 and ending December 31.

2.14 " Policy" with respect to a Participant means the long-term Disability insurance policy issued by the Insurer for the Participant.

2.15 " Premium Termination Date" means the date the Company' s premium obligations under this Plan cease, and the Participant ceases to participate in this Plan, as described in Article 4.

2.16 " Total Compensation" means the Participant' s Annual Base Salary as of July 1 of the Plan Year and most recent three year average Annual Bonus and/or commissions. With respect to a Participant who has been employed by the Company for less than three years, Total Compensation means the Participant' s Annual Base Salary as of July 1 of the Plan Year and average Annual Bonus and/or commissions. With respect to a Participant who has not previously received an Annual Bonus or commissions, Total Compensation means the Participant' s Annual Base Salary as of July 1 of the Plan Year.

ARTICLE 3. BENEFITS PROVIDED

POLICY UNDERWRITING/ISSUANCE

3.1 Benefits. The Company shall assist the Participant in applying for issuance of a Policy pursuant to this Article 3. The Policy shall provide additional long-term Disability benefits such that the benefits provided under the Company' s Group Long Term Disability Insurance Program and this Plan combined shall provide 60% of the

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Participant' s monthly pre-Disability Total Compensation; provided, however that the maximum benefits under the Group Long Term Disability Insurance Program and this Plan combined shall not exceed $20,000 per month. Notwithstanding the foregoing, the Total Compensation to be taken into account for purposes of this Plan shall be determined by the Committee once each Plan Year. Any adjustments to the benefit amounts to be provided under this Plan as a result of a change in the amount of a Participant' s Total Compensation, shall be determined annually at the discretion of the Committee and shall become effective for the next subsequent Plan Year.

3.2 Insurance Policy . The Company shall assist the Participant in applying for issuance of a Policy providing long-term Disability coverage and such other provisions as may be determined by the Company, in its sole discretion. No long-term Disability benefits are provided under this Plan other than the benefits, if any, paid by the Insurer under the Policy. The Insurance Policy shall provide a maximum benefit of $5,000 per month.

3.3 Acceptable Underwriting . If the Insurer offers to issue a Policy with standard underwriting, the Company shall instruct the Insurer to issue the Policy with the
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