ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF
CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(c) On November 3, 2016 the Board of Directors
(Board) of Crown Castle International Corp. (Company) appointed Robert S. Collins, 50, as Vice President and Controller, effective as of January 1, 2017, at which time Mr. Collins will become the Companys
principal accounting officer. Mr. Collins will join the Company as of December 12, 2016 and will serve in the interim role of Vice President Accounting until January 1, 2017.
Prior to joining the Company and since October 2013, Mr. Collins served as Vice President and Controller of Alcoa Corporation (formerly a part of Alcoa
Inc., Alcoa). He served as Alcoas Assistant Controller from May 2009 to October 2013. Prior to his role as Assistant Controller, Mr. Collins was Director of Financial Transactions and Policy for Alcoa, providing financial
accounting support for Alcoas transactions in global mergers, acquisitions and divestitures. Before joining Alcoa in 2005, Mr. Collins worked in the audit and mergers and acquisitions practices at PricewaterhouseCoopers LLP for 14 years.
Mr. Collins will succeed Rob A. Fisher as the Companys Vice President and Controller and principal accounting officer on January 1, 2017.
As noted in the Companys Form 8-K filed on June 21, 2016, which disclosed Mr. Fishers resignation, Mr. Fisher has agreed to remain with the Company as an employee through March 31, 2017 in order to assist Crown Castle
on various matters, including the preparation and filing of Crown Castles Form 10-K for the year ending December 31, 2016.
In connection with
the appointment, the Board approved the grant to Mr. Collins of restricted stock units relating to 3,650 shares of Company common stock (RSUs). The terms of the RSUs provide for vesting in three equal installments on each of the first
three anniversary dates of the grant date. Mr. Collins will be eligible to participate in the Companys annual incentive plan for non-executive employees. In addition, pursuant to a Confidentiality, Non-Compete and Severance Agreement
anticipated to be entered into with Mr. Collins, the Company will agree to provide the following severance benefits to Mr. Collins if he is terminated without cause (as defined in the agreement) or if he terminates his employment with good
reason (as defined in the agreement):
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a payment equal to one year of his base salary (payable at the Companys option in a lump sum or in equal installments over one year), and
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continued medical insurance benefits for one year.
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The Confidentiality, Non-Compete and Severance Agreement
also contains provisions that generally prohibit Mr. Collins, for a period of one year following the termination of his employment with the Company, from (1) engaging in certain business activities, including activities relating to
communication towers, communications transmitting facilities or other business activities (including certain associated real estate activities) in which the Company or any of its affiliates is or becomes engaged in the United States, Puerto Rico and
other jurisdictions where the Company operates or may operate and (2) soliciting employees of the Company and its affiliates.
(e) On
November 3, 2016, the Board approved the program documentation filed herewith as Exhibit 10.1 to further document the Companys Extended Service Separation Program (Program), which Program was previously approved on
November 5, 2015 and disclosed pursuant to the Companys Form 8-K filed on November 12, 2015 (November 12, 2015 Form 8-K). The foregoing description is qualified in its entirety by reference to Exhibit 10.1 filed herewith
and to the summary of the Program set forth in the November 12, 2015 Form 8-K, each of which is incorporated herein by reference.
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