EXHIBIT 10.36
CROWN CASTLE INTERNATIONAL CORP.
1995 STOCK OPTION PLAN
(FOURTH RESTATEMENT)
1
CROWN CASTLE INTERNATIONAL CORP.
1995 STOCK OPTION PLAN (FOURTH RESTATEMENT)
Table of Contents
Page
----
1. Purpose................................................. 1
2. Administration of the Plan.............................. 1
3. Shares Subject to the Plan.............................. 1
4. Participation in the Plan............................... 2
5. Terms of Options........................................ 2
6. Option Price............................................ 2
7. Acceleration of Otherwise Unexercisable Options on
Termination of Employment or Death..................... 2
8. Number of Options Granted............................... 2
9. Notice to Exercise Options.............................. 3
10. Payment for Stock....................................... 3
11. Grants of Options and Stock Option Agreement............ 3
12. Use of Proceeds......................................... 3
13. Non-Transferability of Options.......................... 3
14. Determination of Fair Market Value...................... 3
15. Adjustments Upon Changes in Capitalization.............. 4
16. Amendment and Termination of the Plan................... 4
17. Effective Date.......................................... 4
18. Securities Law Requirements............................. 4
19. Additional Documents on Death of Participant............ 4
20. Changes in Duties....................................... 4
21. Employment.............................................. 4
22. Stockholder Rights...................................... 5
i
23. Payment of Withholding Taxes............................ 5
24. Assumption of Outstanding Options....................... 5
25. Severability............................................ 5
26. Affiliate............................................... 5
ii
CROWN CASTLE INTERNATIONAL CORP.
1995 STOCK OPTION PLAN (FOURTH RESTATEMENT)
1. PURPOSE. The purpose of the CROWN CASTLE INTERNATIONAL CORP. 1995 STOCK
OPTION PLAN ("Plan") shall be to attract, retain and motivate employees,
consultants and directors ("Participants") of Crown Castle International Corp.,
a Delaware corporation and previously Castle Tower Holding Corp. ("Company"),
including its subsidiaries and affiliates, by way of granting non-qualified
stock options ("NSO") taxable pursuant to Section 83 of the Internal Revenue
Code of 1986, as amended ("Code") and incentive stock options ("ISO") pursuant
to Section 422 of the Code (collectively "Options"). An Option shall be a NSO
unless the otherwise designated an ISO. A NSO may be granted to Participants and
an ISO only may be granted to an employee of the Company, including its
subsidiaries and affiliates, as permitted by Section 422 of the Code.
2. ADMINISTRATION OF THE PLAN. The Plan shall be administered by the Board
of Directors of the Company ("Board"). However, if the Company becomes a
registrant under Section 12 of the Securities Exchange Act of 1934, as amended
("1934 Act") and so long as required for exemption pursuant to Rule 16b-3 ("Rule
16b-3") promulgated by the Securities Exchange Commission pursuant to Section 16
of the 1934 Act, the Plan shall be administered by the Management Development
and Compensation Committee ("Committee") appointed by the Board and consisting
of not less than two members from the Board. The members of the Committee shall
serve at the pleasure of the Board and shall be ineligible to participate under
the Plan. No Director may become a member of the Committee who, during the one
year prior to appointment to the Committee, was granted or awarded equity
securities pursuant to the Plan or any other plan of the Company entitling
Participants therein to acquire stock, stock options or stock appreciation
rights. The Board or Committee, as applicable, administrating the Plan is
hereinafter referred to as the "Administrator". The Administrator shall have the
power, where consistent with the general purpose and intent of the Plan, to (i)
modify the requirements of the Plan to conform with the law or to meet special
circumstances not anticipated or covered in the Plan, (ii) establish policies,
and (iii) adopt rules and regulations and prescribe forms for carrying out the
purposes and provisions of the Plan, including the form of any stock option
agreement ("Stock Option Agreement"). Unless otherwise provided in the Plan, the
Administrator shall have the authority to interpret and construe the Plan, and
determine all questions arising under the Plan and any agreement made pursuant
to the Plan. Any interpretation, decision or determination made by the
Administrator shall be final, binding and conclusive. A majority of the
Administrator shall constitute a quorum, and an act of the majority of the
members present at any meeting at which a quorum is present shall be the act of
the Administrator. The Board shall make all decisions with respect to the
termination, suspension or discontinuance of the Plan.
3. SHARES SUBJECT TO THE PLAN. Shares of stock ("Stock") covered by Options
shall consist of Three Million Six Hundred Thousand (3,600,000) shares of the
voting Class B common stock of the Company ("Class B Stock") (18,000,000 shares
of common stock taking into account the reclassification of Class B Common Stock
as common stock upon the initial public offering of stock on the Company and a
five to one (5 to 1) stock split) reduced by any substitute options granted by
the Company outside of the Plan to individuals with options for stock of Castle
Transmission Services (Holdings) Ltd. ("CTSH") converted to options for Stock
including options granted pursuant to the Unapproved Share Option Scheme, All
Employee Option Scheme and Rules of the Bonus Share Plan adopted by CTSH on
January 23, 1998. Either authorized and unissued shares or treasury shares may
be delivered pursuant to the Plan. If any Option for shares of Stock granted to
a Participant lapses, or is otherwise terminated, the Administrator may grant
Options for such shares of Stock to other Participants.
iii
4. PARTICIPATION IN THE PLAN. The Administrator shall determine from time
to time those Participants who are to be granted Options and the number of
shares of Stock covered thereby provided that all Participants shall be
employees, consultants or directors of the Company including a subsidiary or
affiliate.
5. TERMS OF OPTIONS. Options shall be granted by the Administrator on the
following terms and conditions described below and any other terms and
conditions not inconsistent with such terms and conditions including, without
limitation, a requirement that the Stock is subject to the restrictions and
terms of a stockholder agreement. Except as specifically provided in Section 7
hereof, with regard to the death of a Participant, no option shall be
exercisable more than ten (10) years after the date of grant (five years after
the date of grant as to an ISO granted to a 10% shareholder). Subject to such
limitation, the Administrator shall have the discretion to fix the period (the
"Option Period") during which any Option may be exercised. Options shall be
exercisable only by the Participant while he or she is an employee, director or
consultant of or to the Company (including a subsidiary or affiliates) (an ISO
is limited to employee status) except that (A) (i) any such Option granted and
which is otherwise exercisable, may be exercised by the personal representative
of a deceased Participant within 12 months after the death of such Participant
and (ii) if a Participant terminates his employment with the Company, such
Participant may exercise any Option which is otherwise exercisable at any time
within three (3) months of such date of termination (within 12 months if
termination is the result of disability within the meaning of Section 22(e)(3)
of the Code) or (B) the Stock Option Agreement applicable to an NSO specifically
states that the option is otherwise exercisable. If a Participant should die
during the applicable three-month period following the date of such
participant's termination, the rights of the personal representative of such
deceased Participant as such relate to any Options granted to such deceased
Participant shall be governed in accordance with clause (i) of the immediately
preceding sentence. Termination of employment means the Participant is no longer
an employee, director or consultant with or to the Company (including any
subsidiary or affiliate of the Company).
6. OPTION PRICE. The option price ("Option Price") for shares of Stock
subject to Stock Options shall be determined by the Administrator and may be
less than, equal to, or greater than the fair market value of the Stock, but in
no event shall such Option Price be less than the par value of the Stock or less
than the fair market value at the grant date as to an ISO (110% of fair market
value as to an ISO granted to a 10% Shareholder).
7. ACCELERATION OF OTHERWISE UNEXERCISABLE OPTIONS ON TERMINATION OF
EMPLOYMENT OR DEATH. The Administrator, in its sole discretion, may permit (i) a
Participant who terminates employment with the Company or (ii) the personal
representative of a deceased Participant, to exercise and purchase (within three
(3) months of such date of termination of employment or 12 months in the case of
a deceased Participant) all or any part of the shares subject to Option on the
date of the Participant's death or termination, notwithstanding that all
installments, if any, with respect to such Option, had not accrued or vested on
such date.
8. NUMBER OF OPTIONS GRANTED. Participants may be granted more than one
Option. In making any such determination, the Administrator shall obtain the
advice and recommendation of the officers of the Company which have supervisory
authority over such Participants. The granting of a Option under the Plan shall
not affect any outstanding Option previously granted to a Participant under the
Plan.
9. NOTICE TO EXERCISE OPTIONS. Upon exercise of an Option, a Participant
shall give written notice to the Secretary of the Company, or other officer
designated by the Administrator, at the Company's main office which is currently
in Houston, Texas.
2
10. PAYMENT FOR STOCK. Payment for shares of Stock purchased under the Plan
shall be made in full and in cash or check made payable to the Company. Payment
for shares of Stock purchased under this Plan may also be made in Stock or a
combination of cash and Stock subject to any terms, restrictions or conditions
contained in the Stock Option Agreement. In the event that Stock is utilized in
consideration for the purchase of Stock upon the exercise of an Option, then
such Stock shall be valued at the "fair market value" as defined in Section 14
of the Plan. Further, an Option may also be exercised, in whole or part, on a
cashless basis for Stock equal to the product of (i) the excess of the fair
market value of a share of Stock on the exercise date over the Option Price per
share of Stock (ii) multiplied by the number of shares of Stock subject to the
exercised Option and divided by the Option Price per share of Stock. For all
purposes of effecting the exercise of an Option, the date on which the
Participant gives the notice of exercise to the Company will be the date he
becomes bound contractually to take and pay for the shares of Stock underlying
the Option.
11. GRANTS OF OPTIONS AND STOCK OPTION AGREEMENT. Each Option granted under
this Plan shall be evidenced by the minutes of a meeting of the Administrator or
by the written consent of the Administrator, and by a written Stock Option
Agreement effective on the date of grant and executed by the Company and the
Participant. Each Option granted hereunder shall contain such terms,
restrictions and conditions as the Administrator may determine, which terms,
restrictions and conditions may or may not be the same in each case.
12. USE OF PROCEEDS. The proceeds received by the Company from the sale of
Stock pursuant to the exercise of Options granted under the Plan shall be added
to the Company's general funds and used for general corporate purposes.
13. NON-TRANSFERABILITY OF OPTIONS. Except as otherwise herein provided,
any Option granted shall not be transferable otherwise than by will or the laws
of descent and distribution or pursuant to a qualified domestic relations order
as defined by the Code, or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder. The Option may be exercised,
during the lifetime of the Participant, only by the Participant. More
particularly (but without limiting the generality of the foregoing), the Option
may not be assigned, transferred (except as provided above), pledged or
hypothecated in any way, shall not be assignable by operation of law and shall
not be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of the Option
contrary to the provisions hereof shall be null and void and without effect.
14. DETERMINATION OF FAIR MARKET VALUE. If shares of Stock are listed on a
national exchange in the United States, the fair market value of a share of
Stock shall be the closing quotation on such national exchange on such date. If
shares of Stock are not listed on a national exchange in the United States, the
fair market value of a share of Stock shall be the mean between the closing bid
and ask quotation in the over-the-counter market for the shares for such date.
If shares of Stock are not traded on a day, the fair market value of a share of
Stock shall be the average of the fair market value of a share of Stock
immediately before and after such date. If the Stock is not traded, the fair
market value of Stock shall be determined by the Administrator as of the
granting date, exercise date or other relevant date.
15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The aggregate number of
shares of Stock under Options granted under the Plan, the Option Price and the
total number of shares of Stock which may be purchased by a Participant on
exercise of an Option shall be
3
appropriately adjusted by the Administrator to reflect any recapitalization,
stock split, stock dividend or similar transaction involving the Stock or the
Company.
16. AMENDMENT AND TERMINATION OF THE PLAN. The Plan shall terminate on July
31, 2005, but prior thereto may be altered, changed, modified, amended or
terminated by written amendment approved by the Board including, without
limitation, any amendment necessary for the grant of an ISO. However, that no
action of the Board may, without the approval of the shareholders, materially
increase the benefits accruing to Participants under the Plan, increase the
aggregate number of shares of Stock which may be purchased under Options granted
under the Plan; withdraw the administration of the Plan from the Committee (if
applicable); permit a Director to be a member of the Committee (if applicable),
if he has participated for the year preceding his appointment in the Plan or any
similar plan; permit any person while a member of the Committee (if applicable)
to be eligible to receive an Option under the Plan; amend or alter the Option
Price; or amend the Plan in any manner which would impair the applicability of
Rule 16b-3 to the Plan. No amendment, modification or termination of the Plan
shall in any manner adversely affect any Option theretofore granted under the
Plan without the consent of the affected Participant.
17. EFFECTIVE DATE. The Plan shall become effective upon approval by the
holders of a majority of the voting stock of the Company present, or
represented, and entitled to vote at a meeting called for such purpose.
18. SECURITIES LAW REQUIREMENTS. The Company shall have no liability to
issue any Stock hereunder unless the issuance of such shares would comply with
any applicable federal or state securities laws or any other applicable law or
regulations thereunder.
19. ADDITIONAL DOCUMENTS ON DEATH OF PARTICIPANT. No transfer of an Option
by the Participant by will or the laws of descent and distribution shall be
effective to bind the Company unless the Company shall have been furnished with
written notice and an probated copy of the will and/or such other evidence as
the Administrator may deem necessary to establish the validity of the transfer
and the acceptance of the successor to the Option of the terms and conditions of
such Option.
20. CHANGES IN DUTIES. So long as a Participant shall be an employee,
director or consultant of the Company including a subsidiary or affiliate, any
Option granted to the Participant shall not be affected by any change of duties
or position.
21. EMPLOYMENT. Nothing in the Plan or in any Stock Option Agreement which
relates to the Plan shall confer upon any Participant any right to continue in
the employ of the Company or any of its subsidiaries or affiliates, or interfere
in any way with the right of the Company, including its affiliates and
subsidiaries, to terminate his employment. Upon termination of employment, the
Stock Option Agreement may provide for the termination of the unvested portion
of such Option or subject the Option to certain purchase or redemption rights.
22. STOCKHOLDER RIGHTS. No Participant shall have a right as a stockholder
with respect to any shares of Stock subject to an Option prior to the purchase
of such shares of Stock by exercise of the Option.
23. Payment of Withholding Taxes. Upon the exercise of any Option as
provided herein, no Stock shall be issued to any Participant, until the Company
receives full payment for the Stock purchased, which shall include any required
state and federal withholding taxes or any similar or substitute taxes in
England or elsewhere.
4
24. ASSUMPTION OF OUTSTANDING OPTIONS. A Stock Option Agreement may provide
that any successor to the Company, including an affiliate or subsidiary,
succeeding to, or assigned the business of, the Company, including an affiliate
or subsidiary as the result of or in connection with a corporate merger,
consolidation, combination, reorganization, liquidation or other corporate
transaction shall assume any Options outstanding under the Plan or issue new
Options in place of outstanding Options under the Plan with such assumption to
be made on a fair and equivalent basis.
25. SEVERABILITY. If any provision of the Plan or a Stock Option Agreement,
or the application of such provision to any person or circumstance, shall be
held invalid, the remainder to the Plan or a Stock Option Agreement or the
application of such provision to person or circumstances other than those to
which it is held invalid, shall not be affected thereby and shall remain
enforceable.
26. AFFILIATE. A subsidiary or affiliate of the Company means any
corporation or entity (other than the Company) in an unbroken chain of
corporations or entities beginning or ending with the Company, as applicable,
if, at the time of such determination, each of the corporations or entities
other than the last corporation or entity (including the Company, if applicable)
in the unbroken chain owns stock or other equity interest possessing 50% or more
of the total combined voting power of all classes of stock in one of the other
corporations or entities in such chain.
5