8-KOther Events

CROWN CASTLE INC. 8-K Report (Jan 8, 2003)

Filed January 8, 2003For Securities:CCI

Summary

Crown Castle International Corp. (CCI) announced in this January 8, 2003 8-K filing its plan to grant approximately 6,000,000 shares of restricted stock to over 350 employees, including 1,770,000 shares to seven senior executive officers. This initiative replaces the company's annual stock option grants for 2003 and will be recognized as a non-cash general and administrative compensation expense over the vesting period, based on the fair market value at the grant dates. The restricted stock awards are subject to vesting conditions, including both time-based vesting (over five years, November 14, 2003-2007) and performance-based vesting tied to achieving specific stock price targets (150%, 225%, and 337% of a $3.69 base price) sustained over 20 consecutive trading days. Unvested shares are generally forfeited upon termination of employment, though provisions exist for continued vesting or severance benefits under specific termination circumstances, particularly if an executive officer is terminated without cause or resigns for good reason.

Key Highlights

  • 1Company to grant approximately 6,000,000 shares of restricted stock to employees.
  • 21,770,000 shares of restricted stock to be granted to seven senior executive officers.
  • 3Restricted stock awards replace annual stock option grants for 2003.
  • 4Awards will be expensed as non-cash compensation over the vesting period.
  • 5Vesting is contingent upon time-based milestones (2003-2007) and performance-based stock price targets.
  • 6Senior executive officers are subject to non-compete, non-solicitation, and minimum stock ownership requirements.
  • 7Specific provisions for continued vesting or severance in cases of termination without cause or resignation for good reason.

Frequently Asked Questions

The company is granting restricted stock to over 350 employees, including senior executives, as a form of compensation. This initiative replaces the company's customary annual stock option grants for the year 2003.

The restricted stock will vest based on two conditions: time-based vesting, which occurs incrementally over five years from November 14, 2003, to November 14, 2007, and performance-based vesting. Performance vesting is triggered when the stock price reaches certain thresholds (150%, 225%, and 337% of a $3.69 base price) and remains at that level for 20 consecutive trading days.

Generally, unvested shares are forfeited upon termination. However, if an executive officer is terminated without cause or resigns for good reason (excluding during a change in control period), the restricted stock may continue to vest for up to three years post-termination. Severance compensation terms may also apply as per existing agreements.

Yes, senior executive officers are required to enter into agreements that include non-compete, non-solicitation, and minimum stock ownership provisions. They must hold a specified number of company shares throughout their employment.