ITEM 5.02-DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

(e) 2020 EMT Annual Incentive Plan. On February 20, 2020, the Board of Directors ("Board") of Crown Castle International Corp. ("Company"), upon recommendation from the Compensation Committee of the Board, approved the Crown Castle 2020 EMT Annual Incentive Plan ("2020 Incentive Plan") for the Company's executive management team ("EMT"), including Jay A. Brown (the Company's President and Chief Executive Officer) and the Company's other executive officers. The 2020 Incentive Plan is intended to provide incentives to members of the Company's EMT in the form of cash payments for achieving certain performance goals established under the 2020 Incentive Plan. Under the 2020 Incentive Plan, each eligible participant has an assigned target incentive level, expressed as a percentage of base salary. Depending on the achievement of specified levels of corporate financial performance goals, each eligible participant may earn a portion or multiple of the target incentive. The Board's approval of the 2020 Incentive Plan does not create a guarantee of an incentive award to any eligible participant, and the Compensation Committee retains discretion to discontinue or amend the 2020 Incentive Plan at any time. A copy of the 2020 Incentive Plan is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K ("Form 8-K").

Executive Officer Compensation. On February 20, 2020, the Board, upon recommendation from the Compensation Committee, approved the following base salaries, annual incentives and grants of restricted stock units ("RSUs") with respect to the following persons:



                                                                 2020
                                                               Relative       2020
                                   2020       2019     2020       TSR     Absolute TSR
                                   Base      Annual    Time   Performance Performance
                                  Salary   Incentive   RSUs      RSUs         RSUs
Name and Principal Position       ($)(1)      ($)     (Units) (Units)(2)   (Units)(2)
Jay A. Brown                    $1,030,000 $2,119,541 19,911    24,680       47,875
President and Chief Executive
Officer
Daniel K. Schlanger              $610,000   $710,669   6,078     7,534       14,614
Senior Vice President and Chief
Financial Officer
James D. Young                   $612,500   $763,658   6,287     7,793       15,118
Senior Vice President and Chief
Operating Officer-Fiber
Robert C. Ackerman               $510,000   $598,458   6,078     7,534       14,614
Senior Vice President and Chief
Operating Officer-Towers &
Small Cells
Kenneth J. Simon                 $591,000   $715,407   4,820     5,975       11,590
Senior Vice President and
General Counsel


_____________________

(1) Annual salary changes are generally approved in February of each year and


    generally go into effect approximately the following March 1. As such, the
    base salaries shown in the table generally reflect base salary payable from
    approximately March 1, 2020 through February 28, 2021.

(2) Amounts shown represent initial grants of RSUs at target level. The number of


    units that may vest will be determined based on performance metrics discussed
    below.

Each of the RSUs shown in the table above is issued pursuant to the Company's 2013 Long-Term Incentive Plan ("2013 LTIP") and represents a contingent right to receive, upon vesting, shares of common stock of the Company ("Common Stock"). Vesting with respect to each of the RSUs generally is subject to (1) the executive officer remaining an employee or director of the Company or its affiliates and (2) the other applicable vesting criteria described below.

The terms of the 2020 Time RSUs shown in the table above provide that 33 1/3% of such Time RSUs vest on February 19 of each of 2021, 2022 and 2023.

The terms of the 2020 Relative TSR Performance RSUs shown in the table above provide that 0% to 150% of such Relative TSR Performance RSUs may vest on February 19, 2023 based on the Company's annualized total stockholder return ("TSR") performance ranking ("TSR Rank") relative to the constituent companies of the Standard & Poor's 500 Index ("TSR Group") for the three-year period ending December 31, 2022 ("Period")*. The percentage of the 2020 Relative TSR Performance RSUs that may vest will be (a) 0% if the TSR Rank is below the 30th percentile, (b) 50% if the TSR Rank is at the 30th percentile,

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(c) 100% if the TSR Rank is at the 55th percentile, and (d) 150% if the TSR Rank is at the 90th percentile or greater. If the TSR Rank is between the 30th and 55th percentiles or between the 55th and 90th percentiles, the percentage of the 2020 Relative TSR Performance RSUs that may vest is determined using linear interpolation.

The terms of the 2020 Absolute TSR Performance RSUs shown in the table above provide that 0% to 150% of such 2020 Absolute TSR Performance RSUs may vest on February 19, 2023 based on the Company's annualized TSR for the Period*. The percentage of the 2020 Absolute TSR Performance RSUs that may vest will be (a) 0% if TSR is below 6.5%, (b) 50% if TSR is 6.5%, (c) 100% if TSR is 11.5%, and (d) 150% if TSR is 16.5% or greater. If annualized TSR is between 6.5% and 11.5% or between 11.5% and 16.5%, the percentage of the 2020 Absolute TSR Performance RSUs that may vest is determined using linear interpolation.



A form of the standard Restricted Stock Units Agreement generally used for the
2013 LTIP, effective February 21, 2018 is filed as Exhibit 10.2 to the Company's
Current Report on Form 8-K filed with the Securities and Exchange Commission on
February 27, 2018.
______________
*  The Compensation Committee has the authority to interpret and determine the

application and calculation of matters relating to the determination of TSR

and TSR Rank and to make adjustments it deems appropriate to reflect changes

in (1) the Common Stock, including as a result of any stock split or

consolidation, stock dividend, recapitalization, merger, reorganization, or

other relevant distribution or change in capitalization, or (2) in the case of

the 2020 Relative TSR Performance RSUs, the TSR Group, including as a result

of any TSR Group company becoming bankrupt, being acquired, disposing of a

material portion of its assets, being delisted from a stock exchange, or

splitting its common stock (or other change to such company's stock or

capitalization).

As used in this Form 8-K, the term "including" and any variation thereof, means "including without limitation."

ITEM 9.01-FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits
Exhibit No.   Description
10.1            2020 Executive Management Team Annual Incentive Plan

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