Stock-based Compensation

Stock Compensation Plans

The Crown Castle International Corp. 2001 Stock Incentive Plan ("2001 Stock Incentive Plan") and the Crown Castle International Corp. 2004 Stock Incentive Plan ("2004 Stock Incentive Plan"), which are both stockholder-approved, permit the grant of stock-based awards to certain employees, consultants and non-employee directors of the Company and its subsidiaries or affiliates. As of December 31, 2011, the Company has 8.1 million shares available for future issuance pursuant to its stock compensation plans.

Restricted Stock Awards

The Company's restricted stock awards to certain executives and employees include (1) annual performance awards that often include provisions for forfeiture by the employee if certain market performance of the Company's common stock is not achieved, (2) new hire or promotional awards that generally contain only service conditions, and (3) other awards related to specific business initiatives or compensation objectives including retention and merger integration. Such restricted stock awards vest over periods of up to five years.

The following is a summary of the restricted stock award activity during the year ended December 31, 2011.



	Number of Shares		Weighted-Average Grant-Date Fair Value
	(In thousands of shares)		(In dollars per share)
Shares outstanding at the beginning of year	4,297		$	20.2
Shares granted	886		37.1
Shares vested	(1,717	)	27.3
Shares forfeited	(63	)	19.4
Shares outstanding at end of year	3,403		$	21.1

____________________

For the years ended December 31, 2011, 2010 and 2009, the Company granted 0.9 million shares, 1.1 million shares and 2.2 million shares, respectively, of restricted stock awards to the Company's executives and certain other employees. The weighted-average grant-date fair value per share of the grants for the years ended December 31, 2011, 2010 and 2009 was $37.05, $31.13 and $10.08 per share, respectively. The weighted-average requisite service period for the restricted stock awards granted during 2011 was 2.5 years.

During the year ended December 31, 2011, the Company granted 0.5 million shares of restricted stock awards that time vest over a three-year or five-year period. During the year ended December 31, 2011, the Company granted 0.4 million shares of restricted stock awards ("2011 performance awards") to the Company's executives and certain other employees which may vest on the third anniversary of the grant date based upon achieving a price appreciation hurdle along a price range continuum using the highest average closing price per share of common stock for 20 consecutive trading days during the last 180 days of the performance period.

Certain restricted stock awards contain provisions that result in forfeiture by the employee of any unvested shares in the event that the Company's common stock does not achieve certain price targets. To the extent that the requisite service is rendered, compensation cost for accounting purposes is not reversed; rather, it is recognized regardless of whether or not the market performance target is achieved.

The following table summarizes the assumptions used in the Monte Carlo simulation to determine the grant-date fair value for the awards granted during the years ended December 31, 2011, 2010 and 2009, respectively, with market conditions.



	Years Ended December 31,
	2011		2010		2009
Risk-free rate	1.4	%	1.5	%	1.3	%
Expected volatility	48	%	49	%	46	%
Expected dividend rate	—	%	—	%	—	%

The Company recognized stock-based compensation expense from continuing operations related to restricted stock awards of $31.3 million, $35.2 million and $28.2 million for the years ended December 31, 2011, 2010 and 2009, respectively. The unrecognized compensation (net of estimated forfeitures) related to restricted stock awards at December 31, 2011 is $25.1 million and is estimated to be recognized over a weighted-average period of less than one year.

The following table is a summary of the restricted stock awards vested during the years ended December 31, 2011 to 2009.



Years Ended December 31,	Total Shares Vested	Fair Value on Vesting Date
	(In thousands of shares)
2011	1,717	$	74,754
2010	891	34,813
2009	366	9,190

Other Awards

At December 31, 2011 and 2010, there were 0.1 million and 0.2 million options outstanding, respectively. The intrinsic value of CCIC stock options exercised during the years ended December 31, 2011, 2010 and 2009 was $4.8 million, $28.2 million and $38.2 million, respectively. The intrinsic value of CCIC stock options outstanding and exercisable at December 31, 2011 was $2.6 million. The Company received cash from the exercise of CCIC stock options during the years ended December 31, 2011, 2010 and 2009 of $1.6 million, $18.7 million and $44.7 million, respectively. As of December 31, 2011, the stock options outstanding and exercisable have a weighted-average exercise price of $4.09 and have a weighted-average remaining contractual term of less than one year.

CCAL may award to its employees and directors restricted units settled in cash. The CCAL vested options for the purchase of CCAL shares, vested restricted units and CCAL shares may be periodically settled in cash. As of December 31, 2011 and 2010, the liability for the CCAL options and restricted units was $8.9 million and $6.4 million, respectively.

Stock-based Compensation by Segment

The following table discloses the components of stock-based compensation expense. No amounts have been included in the carrying value of assets during the years ended December 31, 2011, 2010 and 2009. For the years ended December 31, 2011, 2010 and 2009, the Company recorded tax benefits, exclusive of the change in the valuation allowance, of $11.4 million, $12.8 million and $10.2 million, respectively, related to stock-based compensation expense (see note 9).



	Year Ended December 31, 2011
	CCUSA		CCAL		Consolidated Total
Stock-based compensation expense:
Site rental costs of operations	$	942	$	—	$	942
Network services and other costs of operations	1,555		—		1,555
General and administrative expenses	30,113		3,381		33,494
Total stock-based compensation	$	32,610	$	3,381	$	35,991
	Year Ended December 31, 2010
	CCUSA		CCAL		Consolidated Total
Stock-based compensation expense:
Site rental costs of operations	$	1,131	$	—	$	1,131
Network services and other costs of operations	1,568		—		1,568
General and administrative expenses	33,841		3,425		37,266
Total stock-based compensation	$	36,540	$	3,425	$	39,965
	Year Ended December 31, 2009
	CCUSA		CCAL		Consolidated Total
Stock-based compensation expense:
Site rental costs of operations	$	967	$	—	$	967
Network services and other costs of operations	1,207		—		1,207
General and administrative expenses	27,051		1,080		28,131
Total stock-based compensation	$	29,225	$	1,080	$	30,305