8-KLeadership ChangesExhibits & Filings

CROWN CASTLE INC. 8-K Report, Executive Changes (Apr 8, 2009)

Filed April 8, 2009For Securities:CCI

Summary

Crown Castle International Corp. (CCI) filed an 8-K on April 8, 2009, to report amendments to severance agreements for its CEO, W. Benjamin Moreland, and seven other senior officers. These amendments, effective April 6, 2009, primarily address how long-term incentive awards granted in 2009 and subsequent years, which have performance-based vesting requirements, will be treated in the event of certain qualifying terminations. The filing also notes an amendment to John P. Kelly's severance agreement to reflect his prior change in role to Executive Vice Chairman. The specific details of these amendments are further elaborated in the accompanying exhibits, which detail the forms of the amended severance agreements. This filing provides clarity on executive compensation and severance terms in light of potential future performance-based awards and executive transitions.

Key Highlights

  • 1Amendments to severance agreements for CEO W. Benjamin Moreland and seven other senior officers are effective April 6, 2009.
  • 2The primary focus of the amendments is the treatment of long-term incentive awards granted from 2009 onwards with performance vesting.
  • 3These amendments will apply to specific qualifying termination events.
  • 4An amendment to John P. Kelly's severance agreement reflects his role change to Executive Vice Chairman, effective July 1, 2008.
  • 5The filing incorporates by reference forms of these amendments as exhibits (10.1 and 10.2).
  • 6The executive responsible for signing the filing on behalf of the company was E. Blake Hawk, Executive Vice President.

Frequently Asked Questions

The main purpose of this 8-K filing is to report amendments made to the severance agreements of Crown Castle International Corp.'s CEO and seven other senior officers. These amendments primarily concern the handling of future performance-based long-term incentive awards upon specific termination events.

The amendments affect Crown Castle's CEO, W. Benjamin Moreland, and seven other senior officers, including those identified as named executive officers in the company's April 8, 2009 proxy statement. John P. Kelly's agreement was also amended to reflect his role change.

The amendments specifically address the treatment of long-term incentive awards that are granted in 2009 or later and have performance-based vesting requirements. The goal is to clarify how these awards will be handled in the event of certain qualifying terminations.

The detailed terms of the amendments are provided in the exhibits to this 8-K filing, specifically Exhibit 10.1 and Exhibit 10.2, which contain the forms of the amended severance agreements. These exhibits are incorporated by reference into the filing.