SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
SBA COMMUNICATIONS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
SBA COMMUNICATIONS CORPORATION
One Town Center Road, Third Floor
Boca Raton, Florida 33486
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 3, 2001
SBA Communications Corporation's Annual Meeting of Shareholders will be held
on Thursday, May 3, 2001 at 10:00 a.m. We will meet at the Boca Raton Resort and
Club, 501 East Camino Real, Boca Raton, Florida. If you owned common stock at
the close of business on March 30, 2001 you may vote at this meeting or any
adjournments or postponements thereof. At the meeting, we plan to:
1. elect two directors to the Board of Directors for a term of three years
and until their successors are duly elected and qualified;
2. adopt the SBA Communications Corporation 2001 Equity Participation Plan;
and
3. transact such other business as may properly come before the meeting or
any adjournments or postponements thereof.
The Board of Directors is not aware of any other proposals for the May 3,
2001 meeting.
It is important that your stock be represented at the meeting regardless of
the number of shares you hold. You are encouraged to specify your voting
preferences by marking and dating the enclosed proxy card, voting electronically
using the Internet or using the telephone voting procedures. If you attend the
meeting, you may, if you wish, withdraw your proxy and vote in person.
On behalf of SBA Communications Corporation's
Board of Directors,
/s/ Steven E. Brenstein
STEVEN E. BERNSTEIN
Chairman and Chief Executive Officer
Boca Raton, Florida
April 12, 2001
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND RETURN THE ENCLOSED
PROXY OR VOTE BY INTERNET OR TELEPHONE PROMPTLY SO THAT YOUR VOTE MAY BE
RECORDED AT THE MEETING IF YOU DO NOT ATTEND PERSONALLY.
TABLE OF CONTENTS
Page
----
Information about the Meeting......................................................... 1
Proposal 1 -- Election of Directors................................................... 3
Compensation of Directors.......................................................... 4
Committees and Meetings of the Board............................................... 4
Compliance with Section 16(a) of the Securities Exchange Act of 1934............... 5
Compensation Committee Interlocks and Insider Participation........................ 5
Audit Committee Report................................................................ 5
Executive Officers.................................................................... 7
Executive Compensation
Summary Compensation Table for Fiscal Year 2000.................................... 8
Option Grants in Last Fiscal Year.................................................. 9
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Values.. 9
Employment Agreements.............................................................. 10
Compensation Committee Report......................................................... 10
Certain Relationships and Related Transactions........................................ 11
Performance Graph..................................................................... 12
Security Ownership of Certain Beneficial Owners and Management........................ 13
Proposal 2 -- Adoption of the 2001 Equity Participation Plan.......................... 15
Independent Public Accountants........................................................ 19
General Information................................................................... 19
Appendix A -- Audit Committee Charter................................................. A-1
i
SBA COMMUNICATIONS CORPORATION
One Town Center Road, Third Floor
Boca Raton, Florida 33486
---------------
PROXY STATEMENT
---------------
Information about the Meeting
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SBA Communications Corporation for the
Annual Meeting of Shareholders to be held on Thursday, May 3, 2001 at 10:00 a.m.
at the Boca Raton Resort and Club, 501 East Camino Real, Boca Raton, Florida and
thereafter as it may from time to time be adjourned. This proxy statement and
the accompanying proxy are first being mailed to shareholders on or about April
12, 2001.
Who May Vote
Each shareholder of record at the close of business on March 30, 2001 is
entitled to notice of and to vote at the annual meeting. On the record date,
there were 41,483,659 outstanding shares of our Class A common stock, with a par
value of $.01 per share (the "Class A Common Stock"), and 5,455,595 outstanding
shares of our Class B common stock, with a par value of $.01 per share (the
"Class B Common Stock" and together with the Class A Common Stock, the "Common
Stock"). Holders of the Class A Common Stock are entitled to one vote per share
held as of the record date. Holders of the Class B Common Stock are entitled to
ten votes per share held as of the record date.
How You May Vote
You may vote (1) in person by attending the meeting, (2) by mail by
completing and returning a proxy, (3) via telephone or (4) electronically by
using the Internet. To vote your proxy by mail, mark your vote on the enclosed
proxy card, then follow the instructions on the card. To vote your proxy by
telephone or by using the Internet, see the instructions on the proxy card and
have the proxy card available when you place your telephone call or access the
Internet web site.
Proxies duly executed and received in time for the meeting will be voted in
accordance with your instructions. If no instructions are given, proxies will be
voted as follows:
1. FOR the election as directors of the two nominees named herein, each to
serve for a term of three years and until their successors are duly
elected and qualified;
2. FOR the adoption of the SBA Communications Corporation 2001 Equity
Participation Plan; and
3. In the discretion of the proxy holders, FOR or AGAINST such other business
as may properly come before the meeting or any adjournment thereof.
How You May Revoke or Change Your Vote
Proxies may be revoked at any time prior to the meeting in the following
ways:
. by giving written notice of revocation to the Secretary of SBA;
. by giving a later dated proxy;
. by changing your vote on the Internet website;
. by using the telephone voting procedures; or
. by attending the meeting and voting in person.
Votes Required/Voting Procedures
The Class A Common Stock and the Class B Common Stock vote as a single class
on Proposals 1 and 2. The presence in person or by proxy of shareholders
entitled to cast a majority of all votes entitled to be cast at the annual
meeting constitutes a quorum. All holders of issued and outstanding shares of
Common Stock are entitled to vote on Proposals 1 and 2. The affirmative vote of
a plurality of the votes cast by holders of outstanding shares of the Common
Stock is required for the approval of the election of the directors. The
affirmative vote of a majority of the votes cast by holders of outstanding
shares of Common Stock is required for approval of Proposal 2 and any other
matters to be voted upon at the meeting or any adjournment thereof. With regard
to Proposal 1, you may vote in favor of all the directors or you may withhold
your vote from any or all nominees. Votes that are withheld with respect to this
matter will be excluded entirely from the vote and will have no effect, other
than for purposes of determining the presence of a quorum. With regard to
Proposal 2, you may vote in favor of or against the proposal or you may abstain.
If you abstain, your vote will be counted for purposes of determining a quorum,
but will have no effect on the proposal.
Brokers who hold shares in street name for customers have the authority under
the rules of the various stock exchanges to vote on certain items when they have
not received instructions from beneficial owners. Brokers that do not receive
instructions are entitled to vote those shares with respect to the election of
directors, Proposal 1, but may not vote on Proposal 2. A failure by brokers to
vote those shares will have no effect on Proposal 2 as approval of Proposal 2
only requires a majority of the votes cast.
2
PROPOSAL 1
ELECTION OF DIRECTORS
Our Board of Directors consists of six directors, divided into three classes
with members of each class of directors serving for staggered three-year terms.
The board members and classifications are as follows:
Class I Class II Class III
------- -------- ---------
C. Kevin Landry Richard W. Miller Steven E. Bernstein
Robert S. Picow Jeffrey A. Stoops Donald B. Hebb, Jr.
The term of the Class II directors will expire at the 2001 Annual Meeting of
Shareholders.
Each of the nominees has consented to be named in this Proxy Statement and to
serve as a director of SBA if elected. In the event that any nominee withdraws
or for any reason is not able to serve as a director, the proxy will be voted
for such other person as may be designated by the Board of Directors, but in no
event will the proxy be voted for more than two nominees. The affirmative vote
of a plurality of all votes cast at the meeting by the holders of the Common
Stock is required for the election of the two nominees standing for election.
Our management has no reason to believe that any nominee will not serve if
elected.
Nominees to Serve for a Three-Year Term Expiring in 2004
The following persons have been nominated by the Board for election to the
Board of Directors as Class II directors to succeed themselves for a term of
three years, expiring at the 2004 Annual Meeting of Shareholders, and until
their successors are elected and qualified. The Board of Directors recommends a
vote FOR each of the two nominees.
Richard W. Miller, 60, was elected as a director of SBA in April 1999. Mr.
Miller previously served on our Board of Directors from May 1997 to August 1998.
From 1993 to 1997, Mr. Miller was a Senior Executive Vice President and Chief
Financial Officer of AT&T. From 1990 to 1993, he was the Chairman and Chief
Executive Officer of Wang Laboratories, Inc. Mr. Miller also serves on the Board
of Directors of Closure Medical Corporation and Mpower Communications Corp. Mr.
Miller served on the Board of Directors of AvalonBay Communities, Inc. during
the year ended December 31, 2000.
Jeffrey A. Stoops, 42, President, joined SBA in April 1997 and was elected as
a director of SBA in August 1999. Mr. Stoops was appointed President in April
2000, and previously served as our Chief Financial Officer. Prior to joining us,
Mr. Stoops was a partner with Gunster, Yoakley & Stewart, P.A., a South Florida
law firm, where he practiced for 13 years in the corporate, securities and
mergers and acquisitions areas. Mr. Stoops is a member of the Florida Bar.
Directors Whose Terms Expire in 2002
C. Kevin Landry, 56, was elected as a director of SBA in March 1997. Mr.
Landry has been a Managing Director and Chief Executive Officer of TA
Associates, Inc. since its incorporation in 1994. From 1982 to 1994, he served
as a Managing Partner of its predecessor partnership. Mr. Landry also serves on
the Board of Directors of Standex International Corporation. Mr. Landry was the
nominee of TA Associates for election as director pursuant to a shareholder
agreement that terminated upon consummation of our initial public offering.
3
Robert S. Picow, 45, was elected as a director of SBA in November 1998. Mr.
Picow founded Allied Communications, a distributor of communications equipment,
in 1982. He served as the Chief Executive Officer of Allied until its sale in
1996 to Brightpoint, Inc., a publicly traded communications equipment company.
Mr. Picow also served as a director of Brightpoint from June 1996 to August
1997. Mr. Picow is a private investor.
Directors Whose Terms Expire in 2003
Steven E. Bernstein, 40, our founder, has been our Chief Executive Officer
and Chairman since our inception in 1989. From 1986 to 1989, Mr. Bernstein was
employed by McCaw Cellular Communications. While at McCaw, Mr. Bernstein was
responsible for the development of the initial Pittsburgh non-wireline cellular
system and the start-up of the Pittsburgh sales network. Mr. Bernstein was
PCIA's 1996 Entrepreneur of the Year.
Donald B. Hebb, Jr., 58, was elected as a director of SBA in February 1997.
Mr. Hebb has been a Managing Member of the general partner of ABS Capital
Partners II, L.P., a private equity fund, and related entities, since March
1993. Prior to that time, he was a Managing Director of Alex. Brown,
Incorporated and prior thereto, Mr. Hebb served as President and Chief Executive
Officer of Alex. Brown, Incorporated. Mr. Hebb also serves on the Board of
Directors of T. Rowe Price Associates, Inc. and OTG Software, Inc.
Compensation of Directors
Prior to our initial public offering in June 1999, each of Messrs. Miller and
Picow received options to purchase 100,000 shares of Class A Common Stock, at an
exercise price of $2.63 per share upon their election to the Board of Directors,
and those options vest over three years from the date of grant. Our equity
participation plan provides that all non-employee directors, upon their initial
election or appointment to the Board of Directors, will be granted non-qualified
stock options to purchase 50,000 shares of Class A Common Stock with a per share
exercise price equal to the fair market value per share at the date of grant.
Such options will vest and become exercisable in equal annual installments on
each of the first five anniversaries of the date of the grant so long as the
person continues to serve as a member of our Board of Directors. Additionally,
beginning in 2001, on July 1 of each fiscal year, each continuing non-employee
director will receive an annual grant of non-qualified stock options to purchase
shares of Class A Common Stock. The number of shares will be determined by the
full Board of Directors annually in advance of each July 1. The exercise price
of these options will be the fair market value per share of our Class A Common
Stock at the date of grant. Each of these annual grants of options will fully
vest and become exercisable on the first anniversary of the date of grant. Each
non-employee director also receives $1,000 for each Board meeting that he
attends in person plus incidental expenses for attendance at such meetings.
Directors who are employees do not receive any additional compensation for their
services as a director.
During the year ended December 31, 2000, we paid Mr. Miller $4,000 for
consulting services. We anticipate that Mr. Miller will continue to provide
these consulting services during 2001 for which he will receive fees not in
excess of $10,000.
Committees and Meetings of the Board
The Board of Directors held thirteen meetings during the year ended December
31, 2000. Each director attended at least 75% or more of the aggregate number of
meetings held by the Board of
4
Directors and the committees on which he served. Our Board of Directors has
two standing committees: the Audit Committee and the Compensation Committee,
each of which was established in May 1999.
The Board of Directors does not have a separate nominating committee and
therefore performs the functions of a nominating committee.
The Audit Committee presently consists of Messrs. Hebb, Miller and Picow. The
members of the Audit Committee are independent as defined under Rule 4200 of the
National Association of Securities Dealers, Inc.'s Listing Standards. The Audit
Committee has been assigned the principal function of establishing our audit
policies and will oversee the engagement of our independent auditors. The Audit
Committee held four meetings during the year ended December 31, 2000.
The Compensation Committee presently consists of Messrs. Hebb, Landry and
Miller. The Compensation Committee has been assigned the functions of
establishing salaries, incentives and other forms of compensation for executive
officers and will administer incentive compensation and benefit plans provided
for employees. The Compensation Committee held one meeting during 2000.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers and persons who own more than 10% of the outstanding our
Common Stock, to file with the Securities and Exchange Commission reports of
changes in their ownership of Common Stock. Officers, directors and greater than
10% shareholders are also required to furnish us with copies of all forms they
file under this regulation. To our knowledge, based solely on a review of the
copies of such reports furnished to us and representations that no other reports
were required, during the year ended December 31, 2000, all Section 16(a) filing
requirements applicable to its officers, directors and greater than 10%
shareholders were complied with, except that one transaction for Mr. Bizick was
inadvertently reported late.
Compensation Committee Interlocks and Insider Participation
None of the members of the Compensation Committee served as an officer or
employee of SBA or any of our subsidiaries during fiscal 2000. There were no
material transactions between us and any of the members of the Compensation
Committee during fiscal 2000.
AUDIT COMMITTEE REPORT
On May 4, 2000, the Board of Directors adopted an Audit Committee Charter
under which the Audit Committee operates. The Audit Committee Charter, as
amended, is attached to this Proxy Statement as Appendix A.
Management has the primary responsibility for the company's internal
controls, the financial reporting process and preparation of the consolidated
financial statements of the company. The independent auditors are responsible
for performing an independent audit of the company's consolidated financial
statements in accordance with auditing standards generally accepted in the
United States and to issue a report thereon. The Audit Committee's
responsibility is to monitor and oversee these processes.
The Audit Committee has met and held discussions with management and the
independent auditors. Management represented to the Audit Committee that SBA's
consolidated financial statements were
5
prepared in accordance with accounting principles generally accepted in the
United States. The Audit Committee reviewed and discussed the consolidated
financial statements with management and the independent auditors.
In fulfilling its responsibilities, the Audit Committee received from Arthur
Andersen LLP the written disclosures and letter required by Independence
Standards Board Standard No. 1 (Independence Discussions with Audit Committees)
to the Audit Committee on (1) that firm's independence as required by the
Independence Standards Board and (2) the matters required to be communicated
under the generally accepted auditing standards.
Based upon the Audit Committee's discussions with management and the
independent auditors and the Audit Committee's review of the representations of
management and the report and letter of the independent auditors provided to the
Audit Committee, the Audit Committee recommended to the Board of Directors that
the audited consolidated financial statements be included in SBA's Annual Report
on Form 10-K for the year ended December 31, 2000 for filing with the Securities
and Exchange Commission.
See page the portion of this proxy statement titled "Committees and Meetings
of the Board" on page 4 for information on the Audit Committee's meetings in
2000.
The Audit Committee
Donald B. Hebb, Jr.
Richard W. Miller
Robert S. Picow
March 15, 2001
Notwithstanding anything to the contrary set forth in any of our previous
filings under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, that might incorporate future filings, including this
Proxy Statement, in whole or in part, the Audit Committee Report above and the
Compensation Committee Report and the Performance Graph of Shareholder Return
that follow shall not be incorporated by reference into any such filings.
Independent Auditor's Fees
During the fiscal year ended December 31, 2000, we paid Arthur Andersen
approximately $211,000 for audit services and $520,000 for other services. Other
services provided by Arthur Andersen included (i) domestic and international tax
planning, consulting and the preparation of tax returns of the company, (ii)
assisting us with the preparation and review of our various financing documents
during 2000, and (iii) evaluating the effects of various accounting issues and
changes in professional standards. Arthur Andersen advised the Audit Committee
that it did not believe its audit was impaired by its provision of such
services, particularly in view of the relationship of the related fees to its
annual revenues. As a result, Arthur Andersen confirmed that, as of March 15,
2001, it was an independent accountant with respect to the company within the
meaning of the Securities Act and the requirements of the Independence Standards
Board.
6
EXECUTIVE OFFICERS
Our executive officers and their ages, as of the record date, are as follows:
Name Age Position
---- --- --------
Steven E. Bernstein 40 Chairman of the Board and Chief
Jeffrey A. Stoops 42 Executive Officer President
Ronald G. Bizick, II 33 Executive Vice President and Chief
Operating Officer -- United States
Site Development
Michael N. Simkin 48 Executive Vice President -- International
Thomas P. Hunt 43 Senior Vice President and General Counsel
John Marino 37 Senior Vice President and Chief Financial
Officer
Below is a summary of the business experience of each of our executive
officers who does not serve on our Board of Directors. The business experience
of Messrs. Bernstein and Stoops appears under the caption "Election of
Directors" set forth above.
Ronald G. Bizick, II, Executive Vice President and Chief Operating Officer --
United States Site Development, has been an executive officer since 1993. He is
primarily responsible for our new tower builds and site development services.
Prior to joining us in 1990, Mr. Bizick was employed by a private land planning
and development firm specializing in commercial and residential wetland and
zoning approvals.
Michael N. Simkin, Executive Vice President -- International, joined us in
April 1998. Mr. Simkin is responsible for identifying and pursuing international
opportunities for SBA. From July 1997 to February 1998, he was Chief Executive
Officer of Centennial Communications Corporation, an international specialized
mobile radio service provider based in Denver. From April 1995 to April 1997, he
was Vice President and General Manager of PrimeCo Personal Communications for
the South Florida region. From April 1993 to April 1995, Mr. Simkin was
Executive Director of Corporate Strategy for Airtouch Communications.
Thomas P. Hunt, Senior Vice President and General Counsel, joined us in
September 2000. Prior to joining us, Mr. Hunt was a partner with Gunster,
Yoakley & Stewart, P.A., a South Florida law firm, where he practiced for 16
years in the corporate and real estate areas. Mr. Hunt is a member of the
Florida Bar.
John Marino, CPA, Senior Vice President and Chief Financial Officer, has been
an executive officer and Chief Financial Officer since April 2000. Mr. Marino
joined us in February 1999 as our Vice President -- Corporate Development with
responsibility for our merger and acquisition activity. From August 1992 to
December 1997, Mr. Marino served as Chief Financial Officer of 1st United
Bancorp, a publicly traded commercial bank holding company, which was sold to
Wachovia Corporation in December 1997. From December 1997 to December 1998, Mr.
Marino was responsible for integrating 1st United Bancorp into Wachovia
Corporation.
7
EXECUTIVE COMPENSATION
The following table presents certain summary information for the fiscal year
ended December 31, 2000 concerning compensation earned for services rendered in
all capacities by our Chief Executive Officer and our other four most highly
compensated executive officers or of our subsidiaries (the "Named Executive
Officers") whose total annual salary and bonus exceeded $100,000 during fiscal
2000.
Summary Compensation Table
for Fiscal Year 2000
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------------------------ ---------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary($) Bonus($) Compensation ($) Options (#)
--------------------------- ------- ------------ ------------ ----------------- -------------
Steven E. Bernstein.............. 2000 341,175 -- * 91,803(1)
Chairman of the Board and 1999 354,822 -- * 175,000
Chief Executive Officer 1998 354,822 283,850(2) * --
Jeffrey A. Stoops................ 2000 331,553 -- * 89,179(1)
President 1999 304,798 -- * 150,000
1998 304,798 165,000 * --
Ronald G. Bizick, II............. 2000 267,298 -- * 72,131(1)
Executive Vice President and 1999 277,141 -- * 137,500
Chief Operating Officer -- 1998 275,000 151,250 * --
United States Site Development
Michael N. Simkin................ 2000 256,893 -- * 65,574(1)
Executive Vice President -- 1999 255,069 -- 44,200 125,000
International 1998 254,815(3) 145,981(4) * 200,000
John Marino...................... 2000 182,580(5) -- * 30,464(1)
Senior Vice President and 1999 119,821 -- * --
Chief Financial Officer 1998 -- -- -- --
_________________
* Value of perquisites and other personal benefits paid does not exceed the
lesser of $50,000 or 10% of the total annual salary and bonus reported for
the executive officer.
(1) Grants for the 2000 fiscal year were granted on December 16, 1999 and were
originally reported on last year's proxy statement for 1999.
(2) This number represents the value of 51,609 shares of Class A Common Stock
issued to Mr. Bernstein as his 1998 bonus.
(3) Mr. Simkin began his employment with us in April 1998.
(4) This number represents the value of 26,542 shares of Class A Common Stock
issued to Mr. Simkin as his 1998 bonus.
(5) Mr. Marino began his employment with us in February 1999 and was appointed
Chief Financial Officer effective as of April 11, 2000.
8
Stock Option Grants and Exercises
The following table provides certain information concerning individual grants
of stock options under our 1999 Equity Participation Plan made during the year
ended December 31, 2000 to the Named Executive Officers:
Option Grants in Last Fiscal Year
Individual Grants
Potential Realizable
Value at Assumed Annual
Number of Percent of Rates of Stock Price
Securities Total Options Appreciation for Option
Underlying Granted To Exercise or Term(2) ($)
Options Employees In Base Price Expiration ---------------------
Name Granted (#) Fiscal Year(1) ($/Sh) Date 5% 10%
----- ----------- -------------- ----------- ---------- ----- -------
Steven E. Bernstein... 91,803(3) 5.4% 15.25 12/16/09 386,793 854,711
Jeffrey A. Stoops..... 89,180(3) 5.3% 15.25 12/16/09 375,737 830,281
Ronald G. Bizick, II.. 72,131(3) 4.3% 15.25 12/16/09 303,909 671,560
Michael N. Simkin..... 65,574(3) 3.9% 15.25 12/16/09 276,283 610,512
John Marino........... 5,464(3) 0.3% 15.25 12/16/09 23,021 50,871
25,000 1.5% 35.88 4/14/10 247,790 547,551
________________
(1) The total number of options granted for the 2000 fiscal year was 1,695,632
shares.
(2) The dollar amounts under these columns represent the potential realizable
value of each grant of option assuming that the market price of SBA's Class
A Common Stock appreciates in value from the date of grant at the 5% and
10% annual rates prescribed by the SEC and therefore are not intended to
forecast possible future appreciation, if any, of the price of SBA's Class
A Common Stock or the ultimate value realized by a Named Executive Officer
from stock options.
(3) Grants for the 2000 fiscal year were granted on December 16, 1999 and were
originally reported on last year's proxy statement for 1999.
The following table provides information regarding the options exercised by
the Named Executive Officers during fiscal 2000 and the value of options
outstanding for such individuals at December 31, 2000:
Aggregated Option Exercises in Last Fiscal Year and
Fiscal Year-End Option Values
Number of Securities Value of Unexercised In-
Underlying Unexercised Options The-Money Options
Shares at Fiscal Year-End (#) At Fiscal Year End(1)($)
Acquired on Value ------------------------------ --------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
----- ----------- ------------ ----------- ------------- ---------- ------------
Steven E. Bernstein.............. -- -- 147,267 119,536 4,628,609 3,499,055
Jeffrey A. Stoops................ 1,454,738 11,209,154 78,185 109,454 2,369,283 3,187,508
Ronald G. Bizick, II............. 58,333 1,379,427 57,376 93,922 1,722,539 2,756,423
Michael N. Simkin................ 101,044 3,603,234 179,147 85,383 6,322,373 2,505,821
John Marino...................... 30,000 1,261,875 5,156 95,308 153,920 2,360,931
________________
(1) Based on the closing price of SBA's Class A Common Stock on December 31,
2000 of $41.06.
9
Employment Agreements
Messrs. Bizick, Simkin and Stoops have each executed an employment agreement
with us which currently expires on June 15, 2001 with respect to Mr. Simkin and
on December 31, 2001 with respect to Messrs. Bizick and Stoops. These agreements
automatically renew for additional one-year terms, unless either we or the
executive provides written notice to the other party at least 90 days prior to
renewal. Under their employment agreements, these executives are entitled to
receive a base salary and an annual cash bonus based on achievement of
performance criteria established by the Board of Directors. The cash bonus paid
to the executive is not permitted to exceed such executive's base annual salary.
The employment agreements provide that upon either a change of control or a
termination of employment without cause we will pay such executive an amount
equal to his annual base salary. The agreements also provide for noncompetition,
nonsolicitation and nondisclosure covenants.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors was established in 1999
and is responsible for: (i) establishment of our compensation philosophy and
policies; (ii) review and approval of pay recommendations for our executive
officers; and (iii) initiation of all compensation actions for our Chief
Executive Officer. Compensation paid to certain of our officers during 2000
reflects the continuation of policies and employment agreements in place before
we became a publicly-traded company and before the creation of the Compensation
Committee.
Our compensation policies have been designed to align the financial interests
of our management with those of our shareholders by taking into account our
operating environment and the expectations for continued growth and enhanced
profitability. Compensation for each of our executive officers consists of a
combination of a base salary, an annual performance bonus and/or an equity
component consisting of a grant of stock options or restricted stock. We do not
currently provide executive officers with other long term incentive compensation
other than the ability to contribute their earnings to SBA's 401(k) Plan or
participate in SBA's Employee Stock Purchase Plan.
The Compensation Committee's philosophy is that the predominant portion of an
executive's compensation should be based directly upon the value of long-term
incentive compensation in the form of stock ownership or stock option awards.
The Compensation Committee believes that providing executives with the
opportunities to acquire significant stakes in our growth and prosperity
(through grants of stock options), while maintaining other elements of our
compensation program at conservative levels, will enable us to attract and
retain executives with the outstanding management abilities and entrepreneurial
spirit which are essential to our ongoing success. Furthermore, the Compensation
Committee believes that this approach to compensation motivates executives to
perform to their full potential.
At least annually, the Compensation Committee will review salary
recommendations for our executives and then approve such recommendations, with
any modifications it deems appropriate. The annual salary recommendations are
made under the ultimate direction of the Chief Executive Officer, based on peer
group and national industry surveys of total compensation packages, as well as
evaluations of the individual executive's past and expected future performance.
Similarly, the Compensation Committee fixes the base salary of the Chief
Executive Officer based on a review of competitive compensation data, the Chief
Executive Officer's overall compensation package, and the Compensation
Committee's assessment of his past performance and its expectation as to his
future performance in leading SBA.
10
The Compensation Committee also determines, based upon the recommendation of
the Chief Executive Officer, the amount of cash bonus or stock options, if any,
to be paid to each of the executive officers. Since our initial public offering
in 1999, the Compensation Committee has primarily granted to the executive
officers stock options which vest over time rather than cash bonuses. The
Compensation Committee believes that dependence on stock options for a
significant portion of executives' compensation more closely aligns such
executives' interests with those of our shareholders, since the ultimate value
of such compensation is linked directly to stock price. The Board of Directors
determined that these criteria are appropriate measurements of SBA's financial
and operational success.
The Compensation Committee gave Messrs. Stoops, Bizick and Simkin, each of
whom are employed pursuant to an employment agreement, the alternative to
receive stock option grants in lieu of an annual cash bonus. All of such
executive officers elected this alternative.
In general, stock options for our executive officers are granted at least at
the prevailing market price on the date of grant, and thus will only have value
if our stock price increases. Generally, grants vest in equal amounts over a
period of three to four years (although certain special types of grants may vest
either immediately or over a shorter period). The grants of stock options to the
executive officers for 1999 and 2000 were calculated with the intent to provide
value on the date of grant substantially equal to their base salary.
The Compensation Committee will continually evaluate our compensation
policies and procedures with respect to executives. Although the Compensation
Committee believes that current compensation policies have been successful in
aligning the financial interests of executive officers with those of our
shareholders and with SBA's performance, it continues to examine what
modifications, if any, should be implemented to further link executive
compensation with both individual and SBA's performance.
Compensation Committee
Donald B. Hebb, Jr.
C. Kevin Landry
Richard W. Miller
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During 2000, we paid an aggregate of $272,613 to MRI Management Recruiters
for management recruiting services provided to us. MRI Management Recruiters is
wholly owned by Ronald G. Bizick, Sr., father to Ronald G. Bizick, II.
During 2000, we paid an aggregate of $137,914 to Daniel J. Eldridge for
leasing office space to us. Daniel J. Eldridge was an executive officer of ours
for the year ended December 31, 2000 in his capacity as President of SBA Network
Services, Inc.
11
PERFORMANCE GRAPH
SBA's Class A Common Stock began trading on the Nasdaq National Market System
on June 16, 1999 when its initial public offering commenced. The following graph
shows the total return to shareholders of an investment in SBA's Class A Common
Stock as compared to (i) an investment in the Nasdaq Composite Index and (ii) an
investment in a peer group made up of (1) American Tower Corporation, (2) Crown
Castle International Corporation, (3) Pinnacle Holdings, Inc. and (4)
Spectrasite Holdings, Inc. for the period June 16, 1999 through December 31,
2000. The four companies in the peer group have been selected because they
represent comparable companies in the communications tower ownership business.
Total shareholder return is determined by dividing (i) the sum of (A) the
cumulative amount of dividends for a given period (assuming dividend
reinvestment) and (B) the change in share price between the beginning and end of
the measuring period, by (ii) the share price at the end of the period.
COMPARISON OF 18 MONTH CUMULATIVE TOTAL RETURN*
Among SBA Communications Corporation, the Nasdaq Stock Market -- U.S. Index
and a Peer Group
[GRAPH]
June 16, 1999 December 31, 1999 December 31, 2000
------------- ----------------- -----------------
SBA Communications Corporation...... 100 208.33 456.24
Nasdaq Stock Market -- U.S.......... 100 162.09 97.45
Peer Group.......................... 100 144.11 132.13
--------------
* $100 invested on 6/16/99 in stock or on 5/31/99 in Index, including
reinvestment of dividends, for the period ending December 31, 2000.
12
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of our Common Stock as of March 30, 2001 by (i) each person known by
us to be the beneficial owner of more than five percent (5%) of the shares
outstanding of either class of Common Stock; (ii) each of our directors; (iii)
each Named Executive Officer; and (iv) all our current directors and executive
officers as a group. Unless otherwise indicated, each shareholder has sole
voting and investment power with respect to the indicated shares.
Percentage
Number of Percentage of Total
Shares Percentage of Common Voting
Name Title of Class Beneficially Owned(1) of Class Stock Power
------ -------------- --------------------- -------- ----- -----
Steven E. Bernstein........ Class B Common Stock 5,455,595(2) 100% 11.6% 56.8%
Class A Common Stock 102,074(3) * * *
Ronald G. Bizick, II....... Class A Common Stock 616,605(4) 1.5% 1.3% *
John Marino................ Class A Common Stock 15,990(5) * * *
Michael N. Simkin.......... Class A Common Stock 229,432(6) * * *
Jeffrey A. Stoops.......... Class A Common Stock 1,200,080(7) 2.9% 2.6% 1.2%
Donald B. Hebb, Jr......... Class A Common Stock 41,303 * * *
C. Kevin Landry............ Class A Common Stock 373,243(8) * * *
Richard W. Miller.......... Class A Common Stock 70,000(9) * * *
Robert S. Picow............ Class A Common Stock 70,166(10) * * *
All current directors and
executive officers as a
group (10 persons)......... 8,194,488 -- 17.3% 8.0%
FMR Corp................... Class A Common Stock 4,274,210(11) 10.3% 9.1% 4.5%
Massachusetts Financial
Services Company........... Class A Common Stock 4,228,161(12) 10.2% 9.0% 4.4%
Nevis Capital
Management, Inc............ Class A Common Stock 2,360,953(13) 5.7% 5.0% 2.5%
---------------
* Less than 1% of outstanding shares.
Except as otherwise indicated, the address of each person named in this table is
c/o SBA Communications Corporation, One Town Center Road, Third Floor, Boca
Raton, Florida 33486.
(1) In determining the number and percentage of shares beneficially owned by
each person, shares that may be acquired by such person pursuant to
options exercisable within 60 days after March 30, 2001 are deemed
outstanding for purposes of determining the total number of outstanding
shares for such person and are not deemed outstanding for such purpose for
all other shareholders. To our knowledge, except as otherwise indicated,
beneficial ownership includes sole voting and dispositive power with
respect to all shares.
13
(2) This number includes shares owned by the Bernstein Family Charitable
Foundation.
(3) This number includes options to purchase 101,433 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(4) This number includes options to purchase 57,376 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(5) This number includes options to purchase 13,490 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(6) This number includes options to purchase 111,125 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(7) This number includes options to purchase 78,185 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(8) This number includes 339,445 shares owned by Advent Atlantic & Pacific III
L.P, whose general partner is TA Associates AAP III Partners L.P. Advent
Atlantic & Pacific III L.P. is part of an affiliated group of investment
partnerships referred to collectively as the TA Associates Group. The
general partner of TA Associates AAP III Partners L.P. is TA Associates,
Inc. In such capacity, TA Associates, Inc. exercises sole voting and
investment power with respect to all shares held of record by the named
investment partnerships; individually, no stockholder, director or officer
of TA Associates, Inc. is deemed to have or share such voting or
investment power. Mr. Landry is one of the general partners of TA Venture
Investors L.P., a limited partnership which is part of the TA Associates
Group. Mr. Landry disclaims beneficial ownership of these shares, except
to the extent of his pecuniary interest therein. The principal business
address of TA Associates, Inc. is 125 High Street, Boston, MA 02110.
(9) This number includes options to purchase 70,000 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(10) This number includes options to purchase 66,666 shares of Class A common
stock which are exercisable within 60 days after March 30, 2001.
(11) This number is based solely on the Schedule 13G filed with the Commission
on February 14, 2001.
(12) This number is based solely on the Schedule 13G filed with the Commission
on February 12, 2001.
(13) This number is based solely on the Schedule 13G filed with the Commission
on March 22, 2001.
14
PROPOSAL 2
ADOPTION OF THE 2001 EQUITY PARTICIPATION PLAN
Adoption of the Plan. On March 15, 2001, the Board of Directors adopted the
SBA Communications Corporation 2001 Equity Participation Plan (the "2001 Plan"),
subject to shareholder approval, authorizing the Compensation Committee of the
Board of Directors to grant stock options, restricted stock and other awards
that are valued in whole or in part by reference to, or otherwise based on, the
Class A Common Stock for up to 5,000,000 shares of the Class A Common Stock to
our employees, officers and directors. The Board of Directors approved the 2001
Plan in order to continue to provide competitive compensation for our employees,
incentives for our officers and directors and to align the interests of these
persons with the interests of the shareholders. In connection with the approval
of the 2001 Plan, the Board of Directors authorized the cessation of the
issuance of new grants under the 1999 Equity Participation Plan.
Administration of the Plan. The 2001 Plan will be administered by a committee
consisting of not less than two persons appointed by the Board of Directors from
among its members who are not officers or other salaried employees of SBA and
who are outside directors within the meaning of Section 162(m) of the Internal
Revenue Code of 1986, as amended (the "Code") and non-employee directors within
the meaning of Rule 16b-3 (the "Committee"). The Committee is authorized to
determine, from time to time, the persons to whom awards or grants will be made,
and the term, exercise price, settlement terms, forfeiture provisions and other
terms and conditions of each award or grant. The Committee has the power to
establish and waive, in its discretion, vesting provisions for awards or grants.
Notwithstanding the foregoing, the full Board of Directors may administer the
2001 Plan with respect to grants to our employees, except with respect to
matters which under Rule 16b-3 or Section 162(m) of the Code are required to be
determined by the Committee. In addition, the Board of Directors shall conduct
the general administration of the 2001 Plan with respect to options granted to
non-employee directors.
SBA does not currently have a plan to issue any stock options, restricted
stock awards or other awards that are valued in whole or in part by reference
to, or otherwise based on, the Class A Common Stock under the 2001 Plan to any
of its employees, consultants or independent contractors, other than the regular
grants of options to employees completing 90 days of service. That amount is not
currently determinable. Any stock options, restricted stock awards or other
awards that are valued in whole or in part by reference to, or otherwise based
on, the Class A Common Stock under the 2001 Plan that may be issued in the
future to the Named Executive Officers, all executive officers as a group, all
directors who are not executive officers as a group and all employees as a group
are not currently determinable.
Grants. Incentives under the 2001 Plan may consist of any of incentive stock
options, non-qualified stock options, restricted stock and other awards that are
valued in whole or in part by reference to, or otherwise based on, the Class A
Common Stock approved by the Committee. Shares subject to options or awards,
which expire or are forfeited become available to be granted again under the
2001 Plan.
Eligibility for Participation. Full and part-time employees, consultants,
independent contractors, officers, and directors (or employees, officers, or
directors of any current or future subsidiaries of SBA) are eligible to receive
grants under the 2001 Plan ("Participants"). As of March 15, 2001, there were
two employee and four non-employee directors of SBA and approximately 1,200
employees of SBA and its subsidiary (including 6 executive officers of SBA).
15
The 2001 Plan provides that all non-employee directors, initially elected or
appointed to the Board of Directors after March 15, 2001, will automatically be
granted non-qualified stock options to purchase 50,000 shares of Class A Common
Stock with a per share exercise price equal to the fair market value per share
at the date of grant. Such options will vest and become exercisable in equal
annual installments on each of the first five anniversaries of the date of the
grant so long as the person continues to serve as a director. Additionally,
beginning in 2001, each non-employee director who on July 1 of each fiscal year
has served as director for more than one year will be entitled to receive a
grant of non-qualified stock options to purchase a number of shares of Class A
Common Stock with a per share exercise price equal to the fair market value per
share at the date of grant. Each of these annual grants of options will fully
vest and become exercisable on the first anniversary of the date of grant. The
number of shares will be determined by the full Board of Directors annually in
advance of each July 1. There are currently four non-employee directors.
Options, Term and Exercise Price. Unless otherwise determined by the
Committee, the exercise price of the Class A Common Stock subject to an option
is the fair market value of the stock on the date the option is granted.
However, incentive stock options ("ISOs") granted to a person who owns more than
10% of the voting power of SBA are required to have an exercise price of not
less than 110% of the fair market value of the Class A Common Stock on the date
of grant. On March 30, 2001, the fair market value of a share of Class A Common
Stock was $15.81 per share.
The Committee determines the option exercise period for each option, not to
exceed ten years from the date of grant, except that ISOs granted to a person
who owns more than 10% of the voting power of SBA are required to have an
exercise period of not greater than five years.
Transferability of Options. In general, options are not transferable, except
by will or the laws of descent or distribution. However, the 2001 Plan permits a
grantee to transfer nonqualified stock options to family members or entities
(including trusts) established for the benefit of the grantee or the grantee's
family members; provided that the transferred option must continue to be subject
to the same terms and conditions as were applicable to the option immediately
before the transfer and any other transfer allowed by applicable securities
laws.
Awards under the Plan. The 2001 Plan provides that the Committee may grant or
issue stock options, restricted stock, stock appreciation rights and other
equity based instruments approved by the Committee or any combination thereof to
any eligible employee, consultant, independent contractor, officer, or director.
Each such award will be set forth in a separate agreement with the person
receiving the award and will indicate the type, terms and conditions of the
award. The maximum number of shares of Class A Common Stock that may be subject
to options granted to an employee covered by Code Section 162(m) during any
calendar year is 500,000.
Nonqualified Stock Options, ("NQSOs"), will provide for the right to purchase
Class A Common Stock at a specified price which, except with respect to NQSOs
intended to qualify as performance-based compensation under Section 162(m) of
the Internal Revenue Code, may be less than fair market value on the date of
grant (but not less than par value), and usually will vest in one or more
installments after the grant date, subject to the participant's continued
employment with us; provided, that the Committee may modify any of these terms,
in its discretion, at the time of the grant. NQSOs may be granted for any term
specified by the Committee.
16
Incentive Stock Options will be designed to comply with certain restrictions
contained in the Internal Revenue Code. Among such restrictions, ISOs (i) must
have an exercise price not less than the fair market value of a share of Class A
Common Stock on the date of grant; (ii) may only be granted to employees; (iii)
must expire within a specified period of time following the optionee's
termination of employment; and (iv) must be exercised within ten years after the
date of grant, but may be subsequently modified to disqualify them for treatment
as ISOs.
Restricted stock may be issued to participants and made subject to such
restrictions as may be determined by the Committee. Restricted stock shall be
forfeited if the conditions or restrictions are not met. In general, restricted
stock may not be sold, or otherwise transferred, until restrictions are removed
or expire. Holders of restricted stock, unlike recipients of options, will have
voting rights and will receive dividends prior to the time when the restrictions
lapse.
Other awards that are valued in whole or in part by reference to, or
otherwise based on, the Class A Common Stock may also be granted to participants
as may be determined by the Committee. These awards include, but are not limited
to, dividend equivalent awards, deferred stock awards, stock payment awards and
stock appreciation rights.
Amendment and Termination of the Plan. The Board of Directors may amend or
terminate the 2001 Plan at any time, provided that shareholder approval is
required for any amendment that requires shareholder approval in accordance with
the regulations issued under Section 16 of the Securities Exchange Act of 1934
and any amendment that would impair the rights of a grantee requires the
grantee's consent. The 2001 Plan will terminate on March 15, 2011 unless
terminated earlier by the Board of Directors. Awards granted prior to March 15,
2011 may extend beyond that date.
Adjustment Provisions. If there is any change in the Class A Common Stock as
a result of a stock dividend, recapitalization, stock split, or combination or
exchange of the Class A Common Stock, or a merger, reorganization or
consolidation of SBA or any other change in the capital structure made without
the receipt of consideration, then unless such event results in the termination
of all outstanding grants under the 2001 Plan, the number of and class of shares
available for grants and the number and class of such shares covered by
outstanding grants, and the price per share or the applicable market value of
such grants, will be proportionately adjusted by the Committee to reflect any
increase or decrease in the number or kind of issued shares of Class A Common
Stock.
Change in Control of SBA. Unless otherwise determined by the Board of
Directors in the event of a change in control, options granted under the 2001
Plan will fully vest and become immediately exercisable, and the restrictions on
any restricted stock grants will lapse.
Federal Income Tax Consequences. Set forth below is a general description of
the federal income tax consequences relating to grants under the 2001 Plan.
Non-Qualified Stock Options. There are no federal income tax consequences to
grantees or to SBA upon the grant of an NQSO under the 2001 Plan. Upon the
exercise of NQSOs, grantees will recognize ordinary compensation income in an
amount equal to the excess of the fair market value of the shares at the time of
exercise over the exercise price of the NQSO, and SBA generally will be entitled
to a corresponding federal income tax deduction. Upon the sale of shares
acquired by exercise of an NQSO, a grantee will have a capital gain or loss in
an amount equal to the difference between the amount realized upon the sale and
the grantee's adjusted tax basis in the shares (the exercise price plus the
amount of ordinary income recognized by the grantee at the time of exercise of
the NQSO).
17
Incentive Stock Options. Grantees will not be subject to federal income
taxation upon the grant or exercise of ISOs granted under the 2001 Plan, and SBA
will not be entitled to a federal income tax deduction by reason of such grant
or exercise. However, the amount by which the fair market value of the shares at
the time of exercise exceeds the exercise price of the ISO (or the grantee's
other tax basis in the shares) is an item of tax preference subject to the
alternative minimum tax applicable to the person exercising the ISO. A sale of
shares acquired by exercise of an ISO that occurs at least one year after the
exercise or two years after the grant of the ISO generally will result in the
recognition of long-term capital gain or loss in the amount of the difference
between the amount realized on the sale and the exercise price of the ISO (or
the grantee's other tax basis in the shares), and SBA will not be entitled to
any tax deduction in connection with the sale.
Generally, if the sale occurs within one year from the date of exercise of
the ISO or within two years from the date of grant (a "disqualifying
disposition") and is a transaction in which the amount realized is less than the
fair market value of the Class A Common Stock at the date of exercise, the
grantee will recognize ordinary compensation income equal to the lesser of (i)
the excess of the fair market value of the shares on the date of exercise over
the exercise price (or the grantee's other tax basis in the shares), or (ii) the
excess of the amount realized on the sale of the shares over the exercise price
(or the grantee's other tax basis in the shares). Any amount realized on a
disqualifying disposition in excess of the amount treated as ordinary
compensation income (or any loss realized) will be a long-term or a short-term
capital gain (or loss), depending upon the length of time the shares were held.
SBA generally will be entitled to a tax deduction on a disqualifying disposition
corresponding to the ordinary compensation income recognized by the grantee.
Restricted Stock. A grantee normally will not recognize taxable income upon
the award of a restricted stock grant, and SBA will not be entitled to a
deduction, until such stock is transferable by the grantee or no longer subject
to a substantial risk of forfeiture for federal tax purposes, whichever occurs
earlier. When the Class A Common Stock is either transferable or is no longer
subject to a substantial risk of forfeiture, the grantee will recognize ordinary
compensation income in an amount equal to the fair market value of the Class A
Common Stock at that time and SBA will be entitled to a deduction in the same
amount. A grantee may, however, elect to recognize ordinary compensation income
in the year the restricted stock grant is awarded in an amount equal to the fair
market value of the Class A Common Stock at that time, determined without regard
to the restrictions. In this event, SBA will be entitled to a deduction in the
same year. Any gain or loss recognized by the grantee upon subsequent
disposition of the Class A Common Stock will be capital gain or loss. If, after
making the election, any Class A Common Stock subject to a restricted stock
grant is forfeited, or if the market value declines during the restriction
period, the grantee will not be entitled to any tax deduction or tax refund.
The Board of Directors recommends a vote FOR this Proposal.
18
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP served as our independent auditors for the fiscal year
ended December 31, 2000 and has been selected by the Board of Directors to serve
as our independent auditors for the fiscal year ending December 31, 2001.
Representatives of Arthur Andersen LLP are expected to be present at the annual
meeting and will have the opportunity to make a statement if they desire to do
so and to respond to appropriate questions.
GENERAL INFORMATION
Other Matters. The Board of Directors does not intend to present any matter
for action at this meeting other than the matters described in this Proxy
Statement. If any other matters properly come before the annual meeting, it is
intended that the holders of the proxies hereby solicited will act in respect to
such matters in accordance with their best judgment.
Deadline for Shareholders Proposals. The deadline for submission of
shareholder proposals pursuant to Rule 14a-8 of the Securities Exchange Act of
1934 for inclusion in our proxy statement for the 2002 Annual Meeting of
Shareholders is December 13, 2001. Additionally, SBA must receive notice of any
shareholder proposal to be submitted at the 2002 Annual Meeting of Shareholders
(but not required to be included in our proxy statement) by February 26, 2002,
or such proposal will be considered untimely pursuant to Rule 14a-4 and 14a-5(e)
under the Exchange Act and the persons named in the proxies solicited by
management may exercise discretionary voting authority with respect to such
proposal.
Expenses of Solicitation. Proxies will be solicited by mail, telephone, or
other means of communication. Solicitation also may be made by our directors,
officers and regular employees. The entire cost of solicitation will be borne by
SBA.
By Order of the Board of Directors,
/s/ Steven E. Bernstein
STEVEN E. BERNSTEIN
Chairman and Chief Executive Officer
Boca Raton, Florida
April 12, 2001
19
APPENDIX A
SBA COMMUNICATIONS CORPORATION
AUDIT COMMITTEE CHARTER
Organization
There shall be a committee of the Board of Directors to be known as the Audit
Committee. The Audit Committee shall be composed of at least three directors who
are independent of the management of the Corporation and are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment as an Audit Committee member.
Statement of Policy
The Audit Committee shall provide assistance to the corporate directors in
fulfilling their responsibility to the shareholders, potential shareholders, and
investment community relating to corporate accounting, reporting practices of
the Corporation, and the quality and integrity of the financial reports of the
Corporation. In so doing, it is the responsibility of the Audit Committee to
maintain free and open means of communication between the directors, the
independent auditors and the financial management of the Corporation.
Responsibilities of Audit Committee
1) Maintain the independence and experience requirements of the NASDAQ Stock
Market, Inc.
2) Establish an agenda for the ensuing year. Hold such regular meetings as may
be necessary and such special meetings as may be called by the Chairman of
the Audit Committee or at the request of the independent accountants.
3) Review the powers and duties of the Audit Committee and report and make
recommendations to the Board of Directors on these responsibilities.
4) Review and recommend to the Board of Directors the independent auditors to
be selected to audit the financial statements of the Corporation and its
divisions and subsidiaries. The external auditor is ultimately accountable
to the Board of Directors and Audit Committee. Meet with the independent
auditors and financial management of the Corporation to review the scope of
the proposed audit for the current year and the audit procedures to be
utilized, and at the conclusion thereof review such audit, including any
comments or recommendations of the independent auditors.
5) Receive and review the independent auditors formal written statement
delineating all relationships between the independent auditors and the
Corporation, consistent with Independence Standards Board Standard 1,
Independence Discussions with Audit Committees, discuss such statements with
the independent auditors, and if so determined by the Audit Committee, take
or recommend that the full Board of Directors take appropriate action to
oversee the independence of the auditors.
A-1
6) Review with management and the independent accountants significant risks and
exposures, and the steps management has taken to minimize the risks or
exposures.
7) Review the following with management and the independent auditors:
a) The Corporation's annual financial statements and related disclosures
contained in the annual report to shareholders, including quality of
financial reporting decisions and judgments;
b) The audit of the annual financial statements and the outside auditors'
report thereon;
c) Any significant changes required in the outside auditors' audit plan;
d) Any significant difficulties or disputes encountered during the audit;
e) Any changes in accounting principles; and
f) Discuss with the independent auditor any other matters required to be
discussed by Statement on Auditing Standards No. 61 relating to the
conduct of the audit.
8) Review with management the Corporation's systems of internal control.
9) Review with management and the independent auditor the Corporation's
quarterly financial statements prior to the filing of its Form 10-Q.
10) Submit the minutes of all meetings of the Audit Committee to, or discuss the
matters discussed at each Audit Committee meeting with, the Board of
Directors.
11) Review accounting and financial human resources and succession planning
within the Corporation.
12) Annually review the adequacy of this Charter and recommend any proposed
changes to the Board of Directors for approval.
13) Consider such other matters in relation to the financial affairs of the
Corporation and its accounts, and in relation to the external audit of the
Corporation as the Audit Committee may, in its discretion, determine to be
advisable.
A-2
SBA COMMUNICATIONS CORPORATION
2001 EQUITY PARTICIPATION PLAN
1. ESTABLISHMENT, EFFECTIVE DATE AND TERM
SBA COMMUNICATIONS CORPORATION, a Florida corporation ("SBA"), hereby
establishes the "SBA Communications Corporation 2001 Equity Participation Plan."
Subject to ratification within twelve (12) months by an affirmative vote of a
majority of SBA's shareholders, either in person or by proxy, present and
entitled to vote at the Annual Meeting, the effective date of the Plan shall be
March 15, 2001 (the "Effective Date"), which is the date that the Plan was
approved and adopted by the Board of Directors of SBA. Unless earlier terminated
pursuant to Section 13 hereof, the Plan shall terminate on the tenth anniversary
of the Effective Date.
2. PURPOSE
The purpose of the Plan is to advance the interests of SBA by allowing SBA
to attract, retain and motivate Eligible Individuals by providing them with an
opportunity to acquire or increase a proprietary interest in SBA which thereby
will create a stronger incentive to expend maximum effort for the growth and
success of SBA and its subsidiaries.
3. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings
set forth below:
"Appreciation Date" shall mean the date designated by a holder of Stock
Appreciation Rights for measurement of the appreciation in the value of rights
awarded to him, which date shall be the date notice of such designation is
received by the Committee, or its designee.
"Award" shall mean, individually or collectively, an Option, Restricted
Stock Unit or any other award granted pursuant to the Plan.
"Award Agreement" shall mean, individually or collectively, an Option
Agreement, Restricted Stock Unit Agreement or any other agreement entered into
pursuant to the Plan.
"Award Period" shall mean a period of time within which Performance
Criteria is measured for the purpose of determining whether an Award subject to
performance restrictions has been earned.
"Award Shares" shall mean shares of Class A Common Stock issued pursuant to
an Award.
"Board" shall mean the Board of Directors of SBA.
"Cause" shall mean (i) failure or refusal of the Participant to perform the
duties and responsibilities that the Company requires to be performed by him,
(ii) gross negligence or willful misconduct by the Participant in the
performance of his duties, (iii) commission by the Participant of an act of
dishonesty affecting the Company, or the commission of an act
constituting common law fraud or a felony, or (iv) the Participant's commission
of an act (other than the good faith exercise of his business judgment in the
exercise of his responsibilities) resulting in material damages to the Company;
provided, however, that if the Participant and the Company have entered into an
employment agreement which defines "cause" for purposes of such agreement,
"cause" shall be defined in accordance with such agreement. The Committee, in
its sole and absolute discretion, shall determine whether a termination of
employment or service is for Cause.
"Change in Control" shall, unless the Board otherwise directs by resolution
adopted prior thereto, be deemed to occur if
(i) any person or related group of persons (other than SBA or a
person that, prior to such transaction, directly or indirectly controls, is
controlled by, or is under common control with, the Company) directly or
indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under
the Exchange Act) of securities possessing more than fifty percent (50%) of the
total combined voting power of SBA's outstanding securities pursuant to a tender
or exchange offer made directly to SBA's shareholders which the Board does not
recommend such shareholders to accept; or
(ii) there is a change in the composition of the Board over a period
of twenty four (24) consecutive months (or less) such that a majority of the
Board members (rounded up to the nearest whole number) ceases to be comprised of
individuals who either (i) have been Board members continuously since the
beginning of such period or (ii) have been elected or nominated for election as
Board members during such period by at least a majority of the Board members
described in clause (i) who were still in office at the time such election or
nomination was approved by the Board; or
(iii) the shareholders of SBA approve a merger or consolidation of
SBA with any other corporation (or other entity), other than a merger or
consolidation which would result in the voting securities of SBA outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
SBA or such surviving entity outstanding immediately after such merger or
consolidation; provided, however, that a merger or consolidation effected to
implement a recapitalization of SBA (or similar transaction) in which no person
acquires more than 25% of the combined voting power of SBA's then outstanding
securities shall not constitute a Change in Control; or
(iv) the shareholders of SBA approve a plan of complete liquidation
of SBA or an agreement for the sale or disposition by SBA of all or
substantially all of SBA's assets.
"Class A Common Stock" shall mean the Class A Common Stock of SBA, par
value $0.01 per share.
"Code" shall mean the Internal Revenue Code of 1986, as amended.
2
"Committee" shall mean the Compensation Committee or any other committee
appointed by the Board to administer the Plan pursuant to Section 5 of the Plan.
However, with respect to grants made to Independent Directors, the Committee
shall mean the Board.
"Company" shall mean SBA and its subsidiaries whose financial statements
are consolidated with the financial statements of SBA in accordance with
accounting principles generally accepted in the United States.
"Compensation Committee" shall mean the Compensation Committee of the
Board, which shall consist of two or more Independent Directors, each of whom
shall be both a "non-employee director" as defined by Rule 16b-3 of the Exchange
Act and an "outside director" for purposes of Section 162(m) of the Code.
"Covered Employee" shall have the meaning set forth in Section 162(m)(3) of
the Code.
"Disability" shall mean "permanent and total disability" within the meaning
of Section 22(e)(3) of the Code.
"Eligible Individual" shall mean any employee, officer or director of the
Company or any consultant or independent contractor providing services to the
Company.
"Exercise Price" shall mean the purchase price of each share of Class A
Common Stock subject to an Option.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.
"Fair Market Value" of a share of Class A Common Stock shall mean (a) the
closing price of a share of Class A Common Stock on the principal exchange on
which shares of Class A Common Stock are then trading, if any (or as reported on
any composite index which includes such principal exchange, on the trading day
previous to such date, or if shares were not traded on the trading day previous
to such date, then the next preceding date on which a trade occurred, or (b) if
Class A Common Stock is not traded on an exchange but is quoted on NASDAQ or a
successor quotation system, the mean between the closing representative bid and
asked prices for the Class A Common Stock on the trading day previous to such
date as reported by NASDAQ or such successor quotation system; or (c) if the
Class A Common Stock is not publicly traded on an exchange and not quoted on
NASDAQ or a successor quotation system, the Fair Market Value of a share of
Class A Common Stock as established by the Committee in good faith.
"Incentive Stock Option" shall have the meaning set forth in Section 422 of
the Code.
"Independent Director" shall mean a member of the Board who is a "non-
employee director," as defined in Rule 16b-3 of the Exchange Act .
"Non-qualified Stock Option" shall mean an Option that is not intended to
meet the requirements of Section 422 of the Code.
"Option" shall mean any stock option granted pursuant to Section 7 of the
Plan.
"Option Agreement" shall mean a written agreement entered into by SBA and a
Participant which sets forth the terms and conditions of the Option thereby
granted.
3
"Participant" shall mean any Eligible Individual with an outstanding Award.
"Performance Criteria" shall mean any business or performance criteria with
respect to SBA, any subsidiary or any division or operating unit determined by
the Board, from time to time.
"Person" shall mean any person, corporation, partnership, joint venture or
other entity or any group (as such term is defined for purposes of Section 13(d)
of the Exchange Act), other than a parent or subsidiary of SBA.
"Plan" shall mean the SBA Communications Corporation 2001 Equity
Participation Plan.
"Reorganization" shall be deemed to occur if an entity is a party to a
merger, consolidation, reorganization, or other business combination with one or
more entities in which said entity is not the surviving entity, if such entity
disposes of substantially all of its assets, or if such entity is a party to a
spin-off, split-off, split-up or similar transaction; provided, however, that
the transaction shall not be a Reorganization if SBA or any subsidiary of SBA is
the surviving entity.
"Restricted Stock Units" shall mean Awards granted pursuant to Section 8 of
the Plan.
"Restricted Stock Unit Agreement" shall mean a written agreement entered
into by SBA and a Participant which sets forth the terms and conditions of the
Restricted Stock Unit thereby granted.
"Restriction Period" shall mean the period during which applicable
restrictions apply to Restricted Stock Units.
"Stock Appreciation Right" or "SAR" shall mean an Award granted under
Section 9 of the Plan.
"Section 424 Employee" shall mean an employee of SBA or any "subsidiary
corporation" or "parent corporation" as defined in and in accordance with Code
Section 424. Such term shall also include employees of a corporation issuing or
assuming a stock option in a transaction to which Code Section 424(a) applies.
4. ELIGIBILITY
Awards may be granted under the Plan to any Eligible Individual, as
determined by the Committee from time to time, on the basis of their importance
to the business of the Company. An individual may hold more than one Award,
subject to such restrictions as are provided herein.
5. ADMINISTRATION
5.1 Committee. The Plan shall be administered by the Committee or
---------
any committee appointed by the Board consisting of not less than two (2)
Directors. The Committee
4
shall have the full power and authority to take all actions, and to make all
determinations required or provided for under the Plan, any Award granted or any
Award Agreement entered into under the Plan and all such other actions and
determinations not inconsistent with the specific terms and provisions of the
Plan deemed by the Committee to be necessary or appropriate to the
administration of the Plan, any Award granted or any Award Agreement entered
into hereunder. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in any Award Agreement in the manner
and to the extent it shall deem expedient to carry the Plan into effect as it
may determine in its sole discretion. All such actions and determinations shall
be made by the affirmative vote of a majority of the members of the Committee
present at a meeting at which any issue relating to the Plan is properly raised
for consideration or without a meeting by written consent of the Committee
executed in accordance with SBA' Articles of Incorporation and Bylaws, and
applicable law. The decisions of the Committee shall be final, conclusive and
binding with respect to the interpretation and administration of the Plan and
any Award granted under the Plan.
5.2 Delegation of Authority to Grant Awards. The Committee may,
----------------------------------------
but need not, delegate from time to time some or all of its authority to grant
Awards under the Plan to a committee consisting of one or more members of the
Committee or of one or more officers of the Company; provided, however, that
the Committee may not delegate its authority to grant Awards to individuals
(i) who are subject on the date of the grant to the reporting rules under
Section 16(a) of the Exchange Act, (ii) who are Section 162 (m) Participants
or (iii) who are officers of the Company who are delegated authority by the
Committee hereunder. Any delegation hereunder shall be subject to the
restrictions and limits that the Committee specifies at the time of such
delegation of authority and may be rescinded at any time by the Committee.
At all times, any committee appointed under this Section 10.5 shall serve
in such capacity at the pleasure of the Committee.
5.3 No Liability. No member of the Committee shall be liable for any
------------
action or determination made in good faith with respect to the Plan, any Award
granted or any Award Agreement entered into hereunder.
6. SHARES SUBJECT TO THE PLAN
The capital stock of SBA that may be issued pursuant to Awards granted
under the Plan shall be shares of Class A Common Stock, which shares may be
treasury shares or authorized but unissued shares. The maximum number of shares
of Class A Common Stock that may be issued pursuant to Awards granted under the
Plan shall be Five Million (5,000,000) shares, subject to adjustment as provided
in Section 11 below. If any Option expires, terminates, or is terminated or
canceled for any reason prior to exercise in full, the shares of Class A Common
Stock that were subject to the unexercised portion of such Option shall become
available for future Awards granted under the Plan as if such Option had not
been granted. If any Restricted Stock Unit or other award is forfeited for any
reason, the Class A Common Stock subject to such Award shall be available for
future grants of Awards under the Plan as if such Awards had not been granted.
7. OPTIONS
7.1 Types of Options. Each Option granted under the Plan may be
----------------
designated by the Committee, in its sole discretion, either as (i) an Incentive
Stock Option or (ii) as a Non-qualified Stock Option. Options designated as
Incentive Stock Options that fail to continue to meet the requirements of
Section 422 of the Code shall be redesignated as Non-qualified Stock Options
automatically on the date of such failure to continue to meet such requirements
without further action by the Committee. In the absence of any designation,
Options granted under the Plan will be deemed to be Non-qualified Stock Options.
7.2 Grant of Options. Subject to the terms and conditions of the
----------------
Plan, the Committee may, at any time and from time to time, prior to the date of
termination of the Plan, grant to such Eligible Individuals as the Committee may
determine, Options to purchase such number of shares of Class A Common Stock on
such terms and conditions as the Committee may
5
determine. The date on which the Committee approves the grant of an Option (or
such later date as is specified by the Committee) shall be considered the date
on which such Option is granted.
7.3 Limitation on Incentive Stock Options.
-------------------------------------
7.3.1 Section 424 Employees. Incentive Stock Options may only
---------------------
be granted to Section 424 Employees. Subject to the terms and conditions of
this Plan and the Option Agreement (including all vesting provisions and option
periods), any and all Incentive Stock Options which an employee fails to
exercise within 90 days after the date said employee ceases to be a Section 424
Employee shall automatically be classified as non-qualified Stock Options to the
extent that said Options have not otherwise been terminated.
7.3.2 Fair Market Value. Subject to Section 7.3.3 below, an
-----------------
Incentive Stock Option shall not be granted with an Exercise Price less than one
hundred percent (100%) of the Fair Market Value of a share of Class A Common
Stock on the date the Incentive Stock Option is granted. The Committee shall
determine Fair Market Value in accordance with the provisions of Section 422 of
the Code.
7.3.3 Ten Percent Stockholder. Notwithstanding any other
-----------------------
provision of this Plan to the contrary, no individual may receive an Incentive
Stock Option under the Plan if such individual, at the time the award is
granted, owns (after application of the rules contained in Section 424(d) of the
Code) stock possessing more than ten percent (10%) of the total combined voting
power of all classes of stock of SBA, unless (i) the Exercise Price for each
share of Class A Common Stock subject to such Incentive Stock Option is at least
one hundred ten percent (110%) of the Fair Market Value of a share of Class A
Common Stock on the date of grant and (ii) such Incentive Stock Option is not
exercisable after the fifth (5th) anniversary of the date of grant.
7.3.4 Limitation on Grants. The aggregate Fair Market Value
--------------------
(determined with respect to each Incentive Stock Option at the time such
Incentive Stock Option is granted) of the shares of Class A Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by
an individual during any calendar year (under this Plan or any other plan of the
Company) shall not exceed $100,000. If an Incentive Stock Option is granted
pursuant to which the aggregate Fair Market Value of shares with respect to
which it first becomes exercisable in any calendar year by an individual exceeds
such $100,000 limitation, the portion of such Option which is in excess of the
$100,000 limitation, and any Options issued subsequently in the same calendar
year, shall be treated as a Non-qualified Stock Option pursuant to Section
422(d)(1) of the Code. In the event that an individual is eligible to
participate in any other stock option plan of the Company which is also intended
to comply with the provisions of Section 422 of the Code, such $100,000
limitation shall apply to the aggregate number of shares for which Incentive
Stock Options may be granted under this Plan and all such other plans.
7.4 Option Agreement. All Options granted pursuant to the Plan shall
----------------
be evidenced by an Option Agreement, to be executed by SBA and the Participant,
in such form or forms as the Committee shall determine. Option Agreements may
contain different provisions, provided, however, that all such Option Agreements
shall comply with all terms of the Plan.
6
7.5 Exercise Price. The Exercise Price shall be fixed by the
--------------
Committee and stated in each Option Agreement.
7.6 Option Period. Subject to the provisions of Sections 7.3, 7.13,
-------------
7.14, 7.15 and 7.16, each Option granted under the Plan shall terminate and all
rights to purchase shares thereunder shall cease on the tenth (10th) anniversary
of the date such Option is granted, or on such date prior thereto as may be
fixed by the Committee and stated in the Option Agreement relating to such
Option. Notwithstanding the foregoing, the Committee may in its discretion, at
any time prior to the expiration or termination of any Option, extend the term
of any such Option for such additional period as the Committee in its discretion
may determine; provided, however, that in no event shall the aggregate option
period with respect to any Option, including the initial term of such Option and
any extensions thereof, exceed (10) years.
7.7 Vesting. Each Option Agreement will specify the vesting schedule
-------
applicable to the Option granted thereunder. Notwithstanding the foregoing, the
Committee may in its discretion provide that any vesting requirement or other
such limitation on the exercise of an Option may be rescinded, modified or
waived by the Committee, in its sole discretion, at any time and from time to
time after the date of grant of such Option, so as to accelerate the time at
which the Option may be exercised.
7.8 Exercise. An Option that is exercisable hereunder may be
--------
exercised by delivery to SBA or its agent on any business day, at the office
designated by SBA, addressed to the attention of the Stock Option Administrator,
of written notice of exercise, which notice shall specify the number of shares
with respect to which the Option is being exercised, and shall be accompanied by
payment in full of the Exercise Price of the shares for which the Option is
being exercised, by one or more of the methods provided below. The minimum
number of shares of Class A Common Stock with respect to which an Option may be
exercised, in whole or in part, at any time shall be the lesser of one hundred
(100) shares or the maximum number of shares available for purchase under the
Option at the time of exercise.
7.9 Payment. Payment of the Exercise Price for the shares of Class A
-------
Common Stock purchased pursuant to the exercise of an Option shall be made (i)
in cash or in cash equivalents; (ii) to the extent permitted by applicable law
and agreed to by the Committee in its sole and absolute discretion, through the
tender to SBA of shares of Class A Common Stock, which shares shall be valued,
for purposes of determining the extent to which the Exercise Price has been
paid thereby, at their Fair Market Value on the date of exercise; (iii) to the
extent permitted by applicable law and agreed to by the Committee in its sole
and absolute discretion, by delivering a written direction to SBA that the
Option be exercised pursuant to a "cashless" exercise/sale procedure (pursuant
to which funds to pay for exercise of the Option are delivered to SBA by a
broker upon receipt of stock certificates from SBA) or a "cashless"
exercise/loan procedure (pursuant to which the Participants would obtain a
margin loan from a broker to fund the exercise) through a licensed broker
acceptable to SBA whereby the stock certificate or certificates for the shares
of Class A Common Stock for which the Option is exercised will be delivered to
such broker as the agent for the individual exercising the Option and the broker
will deliver to SBA cash (or cash equivalents acceptable to SBA) equal to the
Exercise Price for the shares of Class A Common Stock purchased pursuant to the
exercise of the Option plus the amount (if any) of federal and other taxes that
SBA may, in its judgment, be required to withhold with respect to the exercise
of the Option; (iv) to the extent permitted by applicable law and
7
agreed to by the Committee in its sole and absolute discretion, by the delivery
of a promissory note of the Participant to SBA on such terms as the Committee
shall specify in its sole and absolute discretion; or (v) by a combination of
the methods described in clauses (i), (ii), (iii) and (iv). Payment in full of
the Exercise Price need not accompany the written notice of exercise if the
Option is exercised pursuant to the "cashless" exercise/sale procedure described
above. An attempt to exercise any Option granted hereunder other than as set
forth above shall be invalid and of no force and effect.
7.10 Issuance of Certificates. Promptly after the exercise of an
------------------------
Option, the individual exercising the Option shall be entitled to the issuance
of a certificate or certificates evidencing his ownership of such shares of
Class A Common Stock. An individual holding or exercising an Option shall have
none of the rights of a stockholder until the shares of Class A Common Stock
covered thereby are fully paid and issued to him and, except as provided in
Section 11 below, no adjustment shall be made for dividends or other rights for
which the record date is prior to the date of such issuance.
7.11 Use of Proceeds. The proceeds received by SBA from the sale of
----------------
Class A Common Stock pursuant to Options granted under the Plan shall constitute
general funds of SBA.
7.12 Transferability. No Incentive Stock Option shall be assignable
---------------
or transferable by the Participant to whom it is granted, other than by will or
the laws of descent and distribution. No Non-qualified Stock Option shall be
assignable or transferable by the Participant to whom it is granted, other than
by will or the laws of descent and distribution; provided, however, that Non-
qualified Stock Options may be transferred or assigned to (i) family members or
entities (including trusts) established for the benefit of the Participant or
the Participant's family members or (ii) any other person, as permitted by
applicable securities law. Any Option assigned or transferred pursuant to this
Section 7.12 shall continue to be subject to the same terms and conditions as
were applicable to the Option immediately before the transfer; provided,
however, than any Option transferred for value may not be exercised under any
Registration Statement on Form S-8 and upon exercise of such transferred Option
the holder would only be entitled to receive shares of restricted stock that
have not been registered under the Securities Act of 1933.
7.13 Termination of Employment. Unless otherwise provided in an
-------------------------
Option Agreement, upon the termination of the employment or other service of a
Participant with the Company, other than by reason of Cause, death or
Disability, any Option granted to such Participant which has vested as of the
date upon which the termination occurs shall be exercisable for a period not to
exceed ninety (90) days after such termination. Upon such termination, the
Participant's unvested Options shall expire and the Participant shall have no
further right to purchase shares of Class A Common Stock pursuant to such
unvested Option. Notwithstanding the provisions of this Section 7.13, the
Committee may provide, in its discretion, that following the termination of
employment or service of a Participant with SBA (for any reason), a Participant
may exercise an Option, in whole or in part, at any time subsequent to such
termination of employment or service and prior to termination of the Option
pursuant to Section 7.6 above, either subject to or without regard to any
vesting or other limitation on exercise imposed pursuant to Section 7.7 above.
Unless otherwise determined by the Committee, temporary absence from employment
or service because of illness, vacation, approved leaves of absence, military
service and transfer of employment shall not constitute a termination of
employment or service with the Company.
8
7.14 Termination of Employment for Cause. Upon termination of the
-----------------------------------
employment or other service of a Participant with the Company for Cause, any
Option granted to the Participant shall expire immediately and the Participant
shall have no further right to purchase shares of Class A Common Stock pursuant
to such Options. The Committee shall determine whether Cause exists for
purposes of this Plan.
7.15 Termination of Employment by Disability. Unless otherwise
---------------------------------------
provided in an Option Agreement, if a Participant terminates employment or
service with the Company by reason of a Disability of such Participant, the
Participant has the right, at any time within a period not to exceed one (1)
year after such termination and prior to the termination of the Option pursuant
to Section 7.6 above, to exercise, in whole or in part, any vested portion of
the Options held by the Participant on the date the Participant's employment or
service terminated. Unless otherwise provided in an Option Agreement, if a
Participant terminates employment or service with SBA by reason of a Disability,
any unvested Options shall terminate. Notwithstanding the provisions of this
Section 7.15, the Committee may provide, in its discretion, that following the
termination of employment or service of a Participant with the Company (for any
reason), a Participant may exercise an Option, in whole or in part, at any time
subsequent to such termination of employment or service and prior to termination
of the Option pursuant to Section 7.6 above, either subject to or without regard
to any vesting or other limitation on exercise imposed pursuant to Section 7.7
above.
7.16 Termination of Employment by Death. Unless otherwise provided
----------------------------------
in an Option Agreement, if a Participant terminates employment or service with
the Company by reason of the death of such Participant, all outstanding Options
held by the Participant at the time of death shall immediately vest and the
Participant's estate, the devisee named in the Participant's valid last will and
testament or the Participant's heir at law who inherits the Option (whichever is
applicable) has the right, at any time within a period not to exceed one (1)
year after such termination and prior to the termination of the Option pursuant
to Section 7.6 above, to exercise, in whole or in part, any portion of the
Options held by the Participant on the date the Participant's employment or
service terminated.
7.17 Grants of Options to Independent Directors. Options granted to
------------------------------------------
an Independent Director shall be made in accordance with the following
provisions:
7.17.1 Each person who is initially elected to the Board after
the Effective Date and who is an Independent Director at the time of such
initial election shall automatically be granted a Non-qualified Stock Option to
purchase Fifty Thousand (50,000) shares of Class A Common Stock (subject to
adjustments as provided in Section 11) on the date of such initial election;
provided, however, that the number of shares of Class A Common Stock subject to
any Non-qualified Stock Option awarded under this Section 7.17.1 shall be
reduced by the number of shares of Class A Common Stock subject to any option
granted to an Independent Director pursuant to any other stock incentive plan
maintained by SBA.
7.17.2 The Committee may make an annual grant of Non-qualified
Stock Options to all Independent Directors, in an amount to be determined by the
Committee in its sole discretion and subject to the applicable limitations of
the Plan; provided, however, that no Option shall be granted to an Independent
Director under this Section 7.17.2 during any year in which such Independent
Director received an Option pursuant to Section 7.17.1.
9
7.17.3 In addition to any other grants made to Independent
Directors under this Section 7.17, the Committee may from time to time grant
Non-qualified Stock Options to any Independent Director, in its sole discretion,
and subject to the applicable limitations of the Plan.
7.17.4 The price per share of the shares subject to each
Option granted to an Independent Director shall equal 100% of the Fair Market
Value of a share of Class A Common Stock on the date the option is granted.
7.17.5 Subject to the provisions of this Section 7, (a) any
Option granted to an Independent Director pursuant to Section 7.17.1 shall vest
and become exercisable in cumulative annual installments of 20% each on the
first, second, third, fourth and fifth anniversaries of the date the Non-
qualified Stock Option was granted and (b) any other Options granted to an
Independent Director pursuant to Sections 7.17.2 or Sections 7.17.3 shall vest
and become exercisable in accordance with the terms of the Option, as determined
by the Committee in its sole discretion; provided, however, any Option granted
to an Independent Director may in the sole discretion of the Committee vest and
become immediately exercisable in full upon the retirement of the Independent
Director in accordance with SBA's retirement policy applicable to directors.
7.17.6 The term of any Non-qualified Stock Option granted to
an Independent Director shall be ten (10) years from the date the Option is
granted.
7.17.7 No portion of an Option that is unexercisable upon a
termination of the Independent Director's services with SBA, for any reason,
shall thereafter become exercisable.
7.17.8 Vested portions of any Options granted to an
Independent Director shall not be exercisable after the first to occur of the
following events:
(i) the expiration of twelve (12) months from the date of the
Independent Director's death or a termination of the Independent Director's
services with SBA by reason of a Disability;
(ii) the expiration of three (3) months from the date the
Independent Director's services with SBA are terminated for any reason other
than death or Disability; or
(iii) the expiration of ten (10) years from the date the Option
was granted.
8. RESTRICTED STOCK UNITS
8.1 Grant of Restricted Stock Units. Subject to the provisions of
--------------------------------
the Plan, the Committee may, at any time and from time to time, prior to the
date of termination of the Plan, grant to such Eligible Individuals as the
Committee may determine, Restricted Stock Units. Each Restricted Stock Unit
shall be equivalent in value to one share of Class A Common Stock. Each grant
of Restricted Stock Units shall satisfy the requirements as set forth in this
Section 8.
8.2 Restricted Stock Unit Agreement. All Restricted Stock Units
--------------------------------
granted pursuant to the Plan shall be evidenced by a Restricted Stock Unit
Agreement, to be executed by SBA and the Participant, in such form or forms as
the Committee shall determine. Each
10
Restricted Stock Unit Agreement shall specify the number of Restricted Stock
Units awarded to the Participant, the applicable Restriction Periods and contain
such provisions and restrictions (or no restrictions) as the Committee shall
deem appropriate on the date the Restricted Stock Units are granted. Restricted
Stock Unit Agreements may contain different provisions; provided, however, that
all such Restricted Stock Unit Agreements must comply with all terms of the
Plan.
8.3 Restrictions. The Committee shall impose such restrictions (or
------------
no restrictions) on any Restricted Stock Units granted pursuant to this Plan as
it may deem advisable including, without limitation, vesting restrictions,
restrictions based upon the achievement of specific company-wide performance
goals, divisional performance goals, individual performance goals and/or
restrictions under applicable federal or state securities laws.
8.4 Payment. Upon expiration of the Restriction Period applicable to
-------
a Restricted Stock Unit, the Participant shall, without payment on his part, be
entitled to receive payment in an amount equal to the aggregate Fair Market
Value of the shares of Class A Common Stock covered by the Restricted Stock
Units. Such payment shall be made in the form of Class A Common Stock equal to
the number of Restricted Stock Units with respect to which such payment is made.
8.5 Dividend Equivalents. A Participant whose Restricted Stock Units
--------------------
have not previously terminated shall be entitled to receive payment in an amount
equal to each cash dividend SBA would have paid to such Participant after the
grant of such Restricted Stock Units and prior to the lapse of restrictions
relating thereto as if the Participant had been the owner of record of the
shares of Class A Common Stock covered by such Restricted Stock Units on the
record date for the payment of such dividend and as if such Restricted Stock
Units were not subject to restrictions. Payments of such dividend equivalent
shall be made on the payment date of the cash dividend with respect to which it
is made, or as soon as practicable thereafter.
8.6 Issuance of Class A Common Stock Subject to Restrictions. The
--------------------------------------------------------
Committee may in its sole discretion cause the shares of Class A Common Stock
underlying any particular grant of Restricted Stock Units to be issued in the
Participant's name prior to lapse of restrictions thereon and treat such Class A
Common Stock as outstanding for all purposes. The Participant shall have all
rights of a shareholder, including the right to receive dividends paid on the
shares of Class A Common Stock issued under this Section 8.6 and the right to
vote such shares, subject to any other restrictions set forth in the Plan. In
addition, as security for the return of such Class A Common Stock in the event
of forfeiture, the Committee may require that the Participant pledge the shares
of such Class A Common Stock to SBA, and the certificates evidencing such Class
A Common Stock be retained by SBA until the restrictions relating thereto lapse.
8.7 Transferability. Unless otherwise provided in the Restricted
---------------
Stock Unit Agreement, Restricted Stock Units shall not be assignable or
transferable by the Participant to whom it is granted, other than by will or the
laws of descent and distribution; provided, however, that Restricted Stock Units
may be transferred or assigned to (i) family members or entities (including
trusts) established for the benefit of the Participant or the Participant's
family members or (ii) any other person, as permitted by applicable securities
law. Any Restricted Stock Unit assigned or transferred pursuant to this Section
7.12 shall continue to be subject to the same terms and conditions as were
applicable to the Restricted Stock Unit immediately before the transfer;
provided, however, upon maturity of any Restricted Stock Unit transferred for
value the Company may not issue shares of Class A Common Stock under any
Registration Statement on Form S-8 and the holder of such Restricted Stock Unit
would only be entitled to receive shares of restricted stock that have not been
registered under the Securities Act of 1933.
11
8.8 Termination of Employment or Service. Unless otherwise provided
------------------------------------
in a Restricted Stock Unit Agreement, if the Participant's employment or service
with the Company terminates for any reason other than death or Disability during
the Restriction Period, all Restricted Stock Units held by the Participant which
are still subject to the Restriction Period shall be forfeited immediately;
provided, however, that in the event of a termination of the Participant's
employment, other than for Cause, the Committee, in its sole discretion, may
waive the automatic forfeiture of any or all such Restricted Stock Units.
8.9 Termination of Employment or Service by Death or Disability.
-----------------------------------------------------------
Unless otherwise provided in a Restricted Stock Unit Agreement, if a
Participant's employment or service with the Company terminates by reason of
death or Disability, any remaining Restriction Period shall terminate and,
except as otherwise provided in this Section 8, the Participant shall receive
payment in accordance with Section 8.4.
9. STOCK APPRECIATION RIGHTS.
9.1 Grant of Stock Appreciation Rights. Subject to the terms of the
----------------------------------
Plan, any Option granted under the Plan may include a SAR, either at the time of
grant or by amendment except that in the case of an Incentive Stock Option, such
SAR shall be granted only at the time of grant of the related Option. The
Committee may also award to Participants SARs independent of any Option. A SAR
shall be subject to such terms and conditions not inconsistent with the Plan as
the Committee shall impose
9.2 Vesting. A SAR granted in connection with an Option shall become
-------
exercisable, be transferable and shall lapse according to the same vesting
schedule, transferability and lapse rules that are established by the Committee
for the Option. A SAR granted independent of an Option shall become exercisable,
be transferable and shall lapse in accordance with a vesting schedule,
transferability and lapse rules established by the Committee. Notwithstanding
the above, a SAR shall not be exercisable by a person subject to Section 16(b)
of the Exchange Act for at least six (6) months following the date the SAR is
granted.
9.3 Failure to Exercise. If on the last day of the Option period (or
-------------------
in the case of a SAR independent of an Option, the SAR period established by the
Committee), the Fair Market Value of the Stock exceeds the Exercise Price, the
Participant has not exercised the Option or SAR, and neither the Option nor the
SAR has lapsed, such SAR shall be deemed to have been exercised by the
Participant on such last day and the Company shall make the appropriate payment
therefor.
9.4 Payment. The amount of additional compensation which may be
-------
received pursuant to the award of one SAR is the excess, if any, of the Fair
Market Value of one share of Class A Common Stock on the Appreciation Date over
the Exercise Price, in the case of a SAR granted in connection with an Option,
or the Fair Market Value of one (1) share of Class A Common Stock on the date
the SAR is granted, in the case of a SAR granted independent of an Option. The
Company shall pay such excess in cash, in shares of Class A Common Stock valued
at Fair Market Value, or any combination thereof, as determined by the
Committee. Fractional shares shall be settled in cash.
12
9.5 Designation of Appreciation Date. A Participant may designate an
--------------------------------
Appreciation Date at such time or times as may be determined by the Committee at
the time of grant by filing an irrevocable written notice with the Committee or
its designee, specifying the number of SARs to which the Appreciation Date
relates, and the date on which such SARs were awarded. Such time or times
determined by the Committee may take into account any applicable "window
periods" required by Rule 16b-3 under the Exchange Act.
9.6 Expiration. Except as otherwise provided in the case of SARs
----------
granted in connection with Options, the SARs shall expire on a date designated
by the Committee which is not later than ten (10) years after the date on which
the SAR was awarded.
10. OTHER STOCK-BASED AWARDS
Awards of shares of Class A Common Stock, stock appreciation rights,
phantom stock and other awards that are valued in whole or in part by reference
to, or otherwise based on, Class A Common Stock, may also be made, from time to
time, to Eligible Individuals as may be selected by the Committee. Such awards
may be made alone or in addition to or in connection with any Option, Restricted
Stock Unit or any other award granted hereunder. The Committee may determine
the terms and conditions of any such award. Each award shall be evidenced by an
agreement between the Eligible Individual and SBA which shall specify the number
of shares of Class A Common Stock subject to the award, any consideration
therefor, any vesting or performance requirements and such other terms and
conditions as the Committee shall determine.
11. RECAPITALIZATION, CHANGE IN CONTROL AND OTHER CORPORATE EVENTS
11.1 Recapitalization. If the outstanding shares of Class A Common
----------------
Stock are increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of SBA by reason of any
recapitalization, or reclassification, stock split, reverse split, combination
of shares, exchange of shares, stock dividend or other distribution payable in
capital stock of SBA or other increase or decrease in such shares effected
without receipt of consideration by SBA occurring after the Effective Date, a
corresponding appropriate and proportionate adjustment shall be made by the
Committee (i) in the aggregate number and kind of shares of Class A Common Stock
available under the Plan, (ii) in the number and kind of shares of Class A
Common Stock issuable upon exercise or vesting of an outstanding Award or upon
termination of the Restriction Period applicable to a Restricted Stock Unit
granted under the Plan, and (iii) in the Exercise Price per share of
outstanding Options granted under the Plan.
11.2 Reorganization. Unless otherwise provided in an Award Agreement,
--------------
in the event of a Reorganization of SBA, the Committee may, in its sole and
absolute discretion, provide on a case-by-case basis that some or all
outstanding Awards shall become immediately exercisable, vested or entitled to
payment. In the event of a Reorganization of SBA the Committee may, in its sole
and absolute discretion, provide on a case-by-case basis that Options shall
terminate upon the Reorganization, provided however, that Optionee shall have
the right, immediately prior to the occurrence of such Reorganization and during
such reasonable period as the Committee in its sole discretion shall determine
and designate, to exercise any vested Option in whole or in part. In the event
that the Committee does not terminate an Option upon a
13
Reorganization of SBA then each outstanding Option shall upon exercise
thereafter entitle the holder thereof to such number of shares of Class A Common
Stock or other securities or property to which a holder of shares of Class A
Common Stock would have been entitled to upon such Reorganization.
11.3 Change in Control.
-----------------
11.3.1 In the event of a Change in Control, notwithstanding
any vesting schedule provided for hereunder or by the Committee with respect to
any Award, such Award shall become immediately vested and, to the extent
applicable, exercisable for such period of time specified in the Award Agreement
with respect to one hundred percent (100%) of the shares subject to such Award.
11.3.2 In the event of a Change in Control, all incomplete
Award Periods in effect on the date the Change in Control occurs shall end on
the date of such change, and the Committee shall, (i) determine the extent to
which Performance Criteria with respect to each such Award Period have been met
based upon such audited or unaudited financial information then available as it
deems relevant, (ii) cause to be paid to each Participant partial or full Awards
with respect to Performance Criteria for each such Award Period based upon the
Committee's determination of the degree of attainment of Performance Criteria,
and (iii) cause all previously deferred Awards to be settled in full as soon as
possible.
11.3.3 The obligations of SBA under the Plan shall be binding
upon any successor corporation or organization resulting from the merger,
consolidation or other reorganization of SBA, or upon any successor corporation
or organization succeeding to substantially all of the assets and business of
SBA. The Company agrees that it will make appropriate provisions for the
preservation of Participant's rights under the Plan in any agreement or plan
which it may enter into or adopt to effect any such merger, consolidation,
reorganization or transfer of assets.
11.4 Change in Status of a Subsidiary. Unless otherwise provided in
--------------------------------
an Award Agreement, in the event that a subsidiary of SBA ceases to be a
subsidiary whose financial statements are consolidated with the financial
statements of SBA in accordance with generally accepted accounting principles,
the Committee may, in its sole and absolute discretion, on a case-by-case basis
(i) provide that some or all outstanding Awards held by a Participant employed
by or performing service for such subsidiary may become immediately exercisable,
vested or entitled to payment or (ii) treat the Award as terminated, in which
case the Participant shall no longer be entitled to exercise or payment of the
Award in accordance with the Plan, but only if such Participant is not employed
by SBA or any subsidiary immediately after such event.
11.5 Adjustments. Adjustments under this Section 11 related to stock
-----------
or securities of SBA shall be made by the Committee whose determination in that
respect shall be final, binding, and conclusive. No fractional shares of Class
A Common Stock or units of other securities shall be issued pursuant to any such
adjustment, and any fractions resulting from any such adjustment shall be
eliminated in each case by rounding downward to the nearest whole share or unit.
14
11.6 No Limitations. The grant of an Award pursuant to the Plan shall
--------------
not affect or limit in any way the right or power of SBA to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure or to merge, consolidate, dissolve or liquidate, or to sell or
transfer all or any part of its business or assets.
12. REQUIREMENTS OF LAW
12.1 Violations of Law. The Company shall not be required to sell or
-----------------
issue any shares of Class A Common Stock under any Award if the sale or issuance
of such shares would constitute a violation by the individual holding the Award,
the Participant or the Company of any provisions of any law or regulation of any
governmental authority, including without limitation any federal or state
securities laws or regulations. Any determination in this connection by the
Committee shall be final, binding, and conclusive. The Company shall not be
obligated to take any affirmative action in order to cause the exercisability or
vesting of an Option, the exercise of an Option or the issuance of shares
pursuant to the exercise of an Option or expiration of a Restriction Period to
comply with any law or regulation of any governmental authority.
12.2 Registration. At the time of any exercise of any Option or
------------
receipt of Class A Common Stock pursuant to an Award, SBA may, if it shall
determine it necessary or desirable for any reason, require the Participant (or
Participant's heirs, legatees or legal representative, as the case may be), as a
condition to the exercise or grant thereof, to deliver to SBA a written
representation of present intention to hold the shares for their own account as
an investment and not with a view to, or for sale in connection with, the
distribution of such shares, except in compliance with applicable federal and
state securities laws with respect thereto. In the event such representation is
required to be delivered, an appropriate legend may be placed upon each
certificate delivered to the Participant (or Participant's heirs, legatees or
legal representative, as the case may be) upon his or her exercise of part or
all of the Option or receipt of Class A Common Stock and a stop transfer order
may be placed with the transfer agent. Each Award shall also be subject to the
requirement that, if at any time SBA determines, in its discretion, that the
listing, registration or qualification of the shares subject to the Award upon
any securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issuance or purchase of the shares
thereunder, the Option may not be exercised in whole or in part and the Class A
Common Stock may not be issued unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to SBA in its sole discretion.
12.3 Withholding. The Committee may make such provisions and take
-----------
such steps as it may deem necessary or appropriate for the withholding of any
taxes that the Company is required by any law or regulation of any governmental
authority, whether federal, state or local, domestic or foreign, to withhold in
connection with the exercise of any Option or the grant of Class A Common Stock
pursuant to an Award, including, but not limited to: (i) the withholding of
delivery of shares of Class A Common Stock until the holder reimburses the
Company for the amount the Company is required to withhold with respect to such
taxes, (ii) the canceling of any number of shares of Class A Common Stock
issuable in an amount sufficient to reimburse the Company for the amount it is
required to so withhold, (iii) withholding the amount due from any such person's
wages or compensation due to such person, or (iv) requiring the
15
Participant to pay the Company cash in the amount the Company is required to
withhold with respect to such taxes.
12.4 Section 16 Persons. Notwithstanding any other provision of the
------------------
Plan, the Plan, and any Award granted or awarded to any individual who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
are requirements for the application of such exemptive rule. To the extent
permitted by applicable law, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.
12.5 Governing Law. This Plan shall be governed by, and construed and
-------------
enforced in accordance with, the laws of the State of Florida.
13. AMENDMENT AND TERMINATION OF THE PLAN
The Committee may, at any time and from time to time, amend, suspend or
terminate the Plan as to any shares of Class A Common Stock as to which Awards
have not been granted; provided, however, that the approval by a majority of the
votes present and entitled to vote at a duly held meeting of the shareholders of
SBA at which a quorum representing a majority of all outstanding voting stock
is, either in person or by proxy, present and voting on the amendment, or by
written consent in accordance with applicable state law and the Articles of
Incorporation and Bylaws of SBA shall be required for any amendment (i) that
changes the requirements as to Eligible Individuals to receive Awards under the
Plan, (ii) that increases the maximum number of shares of Class A Common Stock
in the aggregate that may subject to Awards that are granted under the Plan
(except as permitted under Section 11 hereof), or (iii) if approval of such
amendment is necessary to comply with federal or state law (including without
limitation Section 162(m) of the Code and Rule 16b-3 under the Exchange Act) or
with the rules of any stock exchange or automated quotation system on which the
Class A Common Stock may be listed or traded. Except as permitted under Section
11 hereof, no amendment, suspension or termination of the Plan shall, without
the consent of the holder of an Award, alter or impair rights or obligations
under any Award theretofore granted under the Plan.
14. PROVISIONS APPLICABLE TO COVERED EMPLOYEES
14.1 Awards. Notwithstanding anything in the Plan to the contrary,
------
the Committee may grant any Award to a Covered Employee. The Committee, in its
discretion, may determine whether an Award is to qualify as performance-based
compensation as described in Section 162(m)(4)(C) of the Code. To the extent
necessary to comply with the performance-based compensation requirements of
Section 162 (m)(4)(C) of the Code, with respect to any Award granted pursuant to
the Plan which may be granted to one or more Covered Employees, no later than
ninety (90) days following the commencement of any fiscal year in question or
any other designated fiscal period or period of service (or such other time as
may be required or permitted by Section 162(m) of the Code, the Committee shall,
in writing, (i) designate one or more Covered Employees, (ii) select the
Performance Criteria applicable to the fiscal year or other designated fiscal
period or period of service, (iii) establish the various performance targets, in
terms of an objective formula or standard, and amounts of such Awards, as
applicable, which may be earned for such fiscal year or other designated fiscal
period or period of service and (iv)
16
specify the relationship between Performance Criteria and the performance
targets and the amounts of such Awards, as applicable, to be earned by each
Covered Employee for such fiscal year or other designated fiscal period or
period of service. Following the completion of each fiscal year or other
designated fiscal period or period of service, the Committee shall certify in
writing whether the applicable performance targets have been achieved for such
fiscal year or other designated fiscal period or period of service. In
determining the amount earned by a Covered Employee, the Committee shall have
the right to reduce (but not to increase) the amount payable at a given level of
performance to take into account additional factors that the Committee may deem
relevant to the assessment of individual or corporate performance for the fiscal
year or other designated fiscal period or period of service.
14.2 Limitations. Furthermore, notwithstanding any other provision of
-----------
the Plan or any Award which granted to a Covered Employee and is intended to
qualify as performance-based compensation as described in Section 162(m)(4)(C)
of the Code shall be subject to any additional limitations set forth in Section
162(m) of the Code (including any amendment to Section 162(m) of the Code) or
any regulations or rulings issued thereunder that are requirements for
qualification as performance-based compensation as described in Section
162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent
necessary to conform to such requirements.
14.3 Maximum Awards. The maximum number of shares of Class A Common
--------------
Stock that may be granted during any calendar year to a Covered Employee shall
be Five Hundred Thousand (500,000).
15. OWNERSHIP AND TRANSFER RESTRICTIONS
The Committee, in its sole discretion, may impose such restrictions on the
ownership and transferability of the shares purchasable upon the exercise of an
Option at its deems appropriate. Any such restriction shall be set forth in the
respective Award Agreement and may be referred to on the certificates evidencing
such shares. The holder shall give SBA prompt notice of any disposition of
shares of Class A Common Stock acquired by exercise of an Incentive Stock Option
within (a) two years from the date of granting (including the date the Option is
modified, extended or renewed for purposes of Section 424(h) of the Code) such
Option to such holder or (b) one year after the transfer of such shares to such
holder.
16. SBA'S RIGHT TO PURCHASE OPTION STOCK AND VESTED SHARES
SBA shall have the right to repurchase any Award Shares issued pursuant to
an Award Agreement following the termination of the employment or service of the
holder of the Award Shares with SBA for any reason. The price for repurchasing
the Award Shares shall be paid in cash and shall be equal to the Fair Market
Value of such shares. Should SBA fail to exercise such repurchase right within
ninety (90) days following the later of (i) the Award holder's termination of
employment or service or (ii) the date the Class A Common Stock was issued, SBA
shall be deemed to have waived such right.
17. DISCLAIMER OF RIGHTS
No provision in the Plan, any Award granted or any Award Agreement entered
into pursuant to the Plan shall be construed to confer upon any individual the
right to remain in the
17
employ of the Company or to interfere in any way with the right and authority of
the Company either to increase or decrease the compensation of any individual,
including any Participant, at any time, or to terminate any employment or other
relationship between any individual and the Company. A holder of an Award shall
not be deemed for any purpose to be a stockholder of the Company with respect to
such Award except to the extent that such Award shall have been exercised with
respect thereto and, in addition, a stock certificate shall have been issued
theretofore and delivered to the holder, or except as expressly provided by the
Committee in writing. No adjustment shall be made for dividends (ordinary or
extraordinary, whether in cash, securities or other property) or distributions
or other rights for which the record date is prior to the date such stock
certificate is issued, except as expressly provided in Section 11 hereof.
18. NONEXCLUSIVITY OF THE PLAN
The adoption of the Plan shall not be construed as creating any limitations
upon the right and authority of the Committee to adopt such other incentive
compensation arrangements (which arrangements may be applicable either generally
to a class or classes of individuals or specifically to a particular individual
or individuals) as the Committee in its discretion determines desirable,
including, without limitation, the granting of stock options or stock
appreciation rights other than under the Plan.
19. SEVERABILITY
If any provision of the Plan or any Award Agreement shall be determined to
be illegal or unenforceable by any court of law in any jurisdiction, the
remaining provisions hereof and thereof shall be severable and enforceable in
accordance with their terms, and all provisions shall remain enforceable in any
other jurisdiction.
20. NOTICES
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to SBA, to its principal place of business, attention:
Stock Option Administrator, and if to the Participant, to the address of the
Participant as appearing on the records of the Company.
18
SBA COMMUNICATIONS CORPORATION
One Town Center Road, Third Floor
Boca Raton, Florida 33486
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Steven E. Bernstein and Jeffrey A. Stoops,
and each of them, with full power of substitution, proxies of the undersigned,
to attend and vote all the shares of Class A common stock, $0.01 par value, of
SBA Communications Corporation, a Florida corporation ("SBA") which the
undersigned would be entitled to vote at the Annual Meeting of Shareholders to
be held at Boca Raton Resort and Club, 501 East Camino Real, Boca Raton, Florida
at 10:00 a.m., local time, on Thursday May 3, 2001, or any adjournment or
postponement thereof, according to the number of votes the undersigned would be
entitled to cast if personally present upon the matters referred to on this
proxy and, in their discretion, upon any other business as may come before the
meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
Proposal 1 - To elect as directors of the Company all of the listed nominees to
serve a three year term.
WITHHOLD (01) Richard W. Miller
FOR AUTHORITY EXCEPTION (02) Jeffrey A. Stoops
[ ] [ ] [ ]
Instructions: To withhold authority to vote for an individual nominee mark
"Exception" and write that nominee's number in the space provided below.
________________________________________________________________________________
Proposal 2 - Adoption of SBA Communications Corporation 2001 Equity
Participation Plan.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Proposal 3 - In their discretion the individuals designated to vote this proxy
are authorized to vote upon such other matters as may properly come before the
Annual Meeting or any adjournments or postponements thereof.
This Proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is made, this proxy will
be voted FOR the proposals as set forth herein.
The undersigned acknowledges receipt of Notice of Annual Meeting of
Shareholders dated April 12, 2001, and the accompanying Proxy Statement.
Please sign exactly as name appears on this Proxy. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,