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:
- Section 1.21 is added to read
as follows:
" 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."
- Section 1.22 is added to read
as follows:
" 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."
- Section 4.1(c) is amended to
read as follows:
" (c) all St
