The suit spotlights the board’s decision Feb. 15 to increase ZelnickMedia’s management fees and bonuses to what it calls “an exorbitant” $16.5 million, from $3.8 million, in the event the company were sold. The suit also questions a provision… that would grant ZelnickMedia 780,000 shares if the company were sold before March 31, 2009, and 1.5 million shares if it were sold after that date. At $26 a share, that stock grant would be worth $20 million to $39 million, depending on when the transaction closed…

The controversy over compensation has threatened to tarnish a squeaky clean image that Zelnick has cultivated since his days as a music industry executive.

“If Strauss Zelnick keeps telling people he’s a Boy Scout, someone should ask him what merit badge he expects to get for this,” said Jeff Brown, a spokesman for Redwood City, Calif.-based EA.