UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  04/06/2009
 
CROWN CASTLE INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-16441
 
Delaware
  
76-0470458
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
1220 Augusta Suite 500, Houston, TX 77057
(Address of principal executive offices, including zip code)
 
713-570-3000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
(e) Effective April 6, 2009, the Company entered into amendments ("Amendments") to its severance agreements ("Severance Agreements") with W. Benjamin Moreland, Chief Executive Officer, and seven of the Company's other senior officers, including each of the other named executive officers in the Company's Proxy Statement dated April 8, 2009.

The Amendments primarily relate to the treatment upon certain qualifying terminations of long-term incentive awards granted in 2009 or thereafter which have performance vesting requirements. The Amendment to John P. Kelly's Severance Agreement also reflects the previously reported change of his position to Executive Vice Chairman as of July 1, 2008.

The foregoing description is qualified in its entirety by reference to the Amendments, forms of which are filed herewith as exhibits 10.1 and 10.2 and are incorporated herein by reference.

 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibits

Exhibit No.        Description

10.1        Form of Amendment to Severance Agreement between Crown Castle International Corp. and each of John P. Kelly, W. Benjamin Moreland and E. Blake Hawk.

10.2        Form of Amendment to Severance Agreement between Crown Castle International Corp. and certain senior officers, including Jay A. Brown, James D. Young and Philip M. Kelley.

 

 

Signature(s)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
CROWN CASTLE INTERNATIONAL CORP.
 
 
Date: April 08, 2009
     
By:
 
/s/    E. Blake Hawk
               
E. Blake Hawk
               
Executive Vice President
 
 

 

Exhibit Index
 
Exhibit No.
  
Description
EX-10.1
  
Form of Amendment to Severance Agreement
EX-10.2
  
Form of Amendment to Severance Agreement

AMENDMENT TO SEVERANCE AGREEMENT

This Amendment To Severance Agreement ("Amendment") is made by and between Crown Castle International Corp., a Delaware corporation ("Company") and ________________ ("Executive").

Whereas, the Company and Executive desire to amend the Severance Agreement by and between the Company and Executive dated effective as of January 7, 2003, as amended by the First Amendment to Severance Agreement dated December 5, 2007 ("Agreement"), as set forth in this Amendment;

Now, Therefore, the Company and Executive, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree to amend the Agreement as follows:

  1. Section 1.21 is added to read as follows:

    2. " 1.21 " Performance Awards " means any Stock Options or Restricted Stock Awards granted to Executive in 2009 or after with a stock price performance or other performance requirement for vesting that has not been satisfied as of the Date of Termination; provided, that employment by the Executive is not a performance requirement."

  2. Section 1.22 is added to read as follows:

    3. " 1.22 " Target " means as to any Performance Awards the greater of (i) fifty percent (50%) or (ii) the target percentage or amount for such Performance Awards."

  3. Section 4.1(c) is amended to read as follows:

    4. " (c) all Stock Options and Restricted Stock Awards (other than Performance Awards) held by the Executive shall become immediately vested and such Stock Options shall become immediately exercisable, and all Performance Awards held by the Executive shall continue to vest as if the Executive was an employee of the Company after the Date of Termination."

  4. Section 4.2 (c) is amended to read as follows:

    5. " (c) all Stock Options and Restricted Stock Awards held by the Executive shall become immediately vested and such Stock Options shall become immediately exercisable; provided, that the Target shall immediately vest as to any Performance Awards and the Executive shall continue to vest as to any Performance Awards in excess of Target as if the Executive was an employee of the Company after the Date of Termination."

  5. Section 4.3 is amended to read as follows:

    6. " 4.3 Non-Qualifying Termination . If the Executive's employment with the Company and its subsidiaries is terminated in a Non-Qualifying Termination, this Agreement shall terminate without further obligation to the Executive other than Accrued Obligations; provided, that if the Executive's employment is terminated due to Executive's death or Disability, all Stock Options and Restricted Stock Awards held by the Executive shall become immediately vested and exercisable; provided, that the Target shall immediately vest as to any Performance Awards and the Executive shall continue to vest as to any Performance Awards in excess of Target as if the Executive was an employee of the Company after the Date of Termination."

  6. Except as amended by this Amendment, the Agreement shall remain in full force and effect.

Executed effective as of April 6, 2009, in multiple originals.

Company:

Crown Castle International Corp.

By _______________________________

Name: ____________________________

Title: _____________________________

Dated: April ___, 2009

 

Executive:

_________________________________

Dated: April ___, 2009

AMENDMENT TO SEVERANCE AGREEMENT

This Amendment To Severance Agreement ("Amendment") is made by and between Crown Castle International Corp., a Delaware corporation ("Company") and _______________ ("Executive").

Whereas, the Company and Executive desire to amend the Severance Agreement by and between the Company and Executive dated effective as of October 17, 2005, as amended by the First Amendment to Severance Agreement dated December 5, 2007 ("Agreement"), as set forth in this Amendment;

Now, Therefore, the Company and Executive, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, agree to amend the Agreement as follows:

  1. Section 1.22 is added to read as follows:

    2. " 1.22 " Performance Awards " means any Stock Options or Restricted Stock Awards granted to Executive in 2009 or after with a stock price performance or other performance requirement for vesting that has not been satisfied as of the Date of Termination; provided, that employment by the Executive is not a performance requirement."

  2. Section 1.23 is added to read as follows:

    3. " 1.23 " Target " means as to any Performance Awards the greater of (i) fifty percent (50%) or (ii) the target percentage or amount for such Performance Awards."

  3. Section 4.2 (c) is amended to read as follows:

    4. " (c) all Stock Options and Restricted Stock Awards held by the Executive shall become immediately vested and such Stock Options shall become immediately exercisable; provided, that the Target shall immediately vest as to any Performance Awards and the Executive shall continue to vest as to any Performance Awards in excess of Target as if the Executive was an employee of the Company after the Date of Termination."

  4. Except as amended by this Amendment, the Agreement shall remain in full force and effect.

Executed effective as of April 6, 2009, in multiple originals.

Company:

Crown Castle International Corp.

By _______________________________

Name: ____________________________

Title: _____________________________

Dated: April ___, 2009

 

Executive:

_________________________________

Dated: April ___, 2009