8-KLeadership ChangesMaterial AgreementsExhibits & Filings

CROWN CASTLE INC. 8-K Report, Material Agreement (Feb 28, 2006)

Filed February 28, 2006For Securities:CCI

Summary

Crown Castle International Corp. (CCI) filed an 8-K on February 28, 2006, detailing significant executive and director compensation adjustments approved on February 22-23, 2006. The company implemented the 2006 EMT Annual Incentive Plan, designed to provide cash bonuses to the executive management team based on achieving corporate, business unit, and individual performance goals. This plan aims to align executive incentives with company performance. Additionally, the filing outlines specific base salary adjustments and substantial Restricted Stock Award (RSA) grants for key executive officers, including performance-based and retention-based awards with defined vesting conditions tied to stock price thresholds and time. These grants, made under the 2004 Stock Incentive Plan, reflect a strategy to retain and incentivize senior leadership. Non-employee directors also received grants of common stock, with the Chairman receiving a larger award, all subject to specific pricing and plan provisions. The report also notes the departure of a director, Carl Ferenbach, who will not seek re-election.

Key Highlights

  • 1Approval of the 2006 EMT Annual Incentive Plan to provide performance-based cash bonuses to the executive management team.
  • 2Significant Restricted Stock Award (RSA) grants to executive officers, divided into performance-based and retention-based tranches.
  • 3Specific stock price targets and timeframes (up to February 2010) are set for the vesting of Performance RSAs.
  • 4Retention RSAs are subject to vesting conditions tied to stock price performance and a three-year holding period, with specific forfeiture conditions upon termination without a change in control.
  • 5Grant of common stock to non-employee directors, with the Chairman receiving a larger award, based on the February 23, 2006 closing price.
  • 6Establishment of a phantom common equity interest plan for Modeo LLC, including provisions for granting Modeo Options to Mr. Schueppert.
  • 7Announcement that director Carl Ferenbach will not stand for re-election at the 2006 annual meeting.

Frequently Asked Questions

The 2006 EMT Annual Incentive Plan is designed to incentivize Crown Castle's executive management team (EMT) by providing cash bonus payments. These bonuses are contingent upon the achievement of specific corporate, business unit financial, and individual performance goals set by the Compensation Committee.

The RSAs are divided into two categories: Performance RSAs and Retention RSAs. Performance RSAs vest based on achieving certain stock price targets ($35.52, $40.85, $46.98, and $37.07) within specific timeframes ending on February 23, 2010. Retention RSAs vest based on a higher stock price target ($42.50) over a 20-day period between September 2008 and February 2009, and are subject to forfeiture upon termination unless it occurs during a change in control period.

Non-employee directors, except for the Chairman, were granted 2,752 shares of common stock at a price of $30.89 per share. The Chairman, J. Landis Martin, received 4,856 shares. These grants are part of the company's annual equity compensation policy for its non-employee directors, awarded under the 2004 Stock Incentive Plan.

Michael P. Schueppert, President – Modeo LLC, does not receive Performance RSAs or Retention RSAs directly from the parent company. Instead, the Board authorized a phantom common equity interest plan for Modeo LLC, allowing for the grant of Modeo Options. Mr. Schueppert will receive Modeo Options representing a 1.245% equity interest in Modeo LLC, in lieu of Performance and Retention RSAs.