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Sba Communications Corp – ‘10-K’ for 12/31/17 – ‘EX-10.35H’

On:  Thursday, 3/1/18, at 12:56pm ET   ·   For:  12/31/17   ·   Accession #:  1034054-18-3   ·   File #:  1-16853

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/01/18  Sba Communications Corp           10-K       12/31/17  122:19M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   2.13M 
 2: EX-10.35H   Material Contract                                   HTML     50K 
 3: EX-10.57E   Material Contract                                   HTML     51K 
 4: EX-10.58E   Material Contract                                   HTML     51K 
 5: EX-10.85D   Material Contract                                   HTML     51K 
 6: EX-21       Subsidiaries List                                   HTML     46K 
 7: EX-23.1     Consent of Experts or Counsel                       HTML     38K 
 8: EX-31.1     Certification -- §302 - SOA'02                      HTML     39K 
 9: EX-31.2     Certification -- §302 - SOA'02                      HTML     39K 
10: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
11: EX-32.2     Certification -- §906 - SOA'02                      HTML     33K 
18: R1          Document And Entity Information                     HTML     62K 
19: R2          Consolidated Balance Sheets                         HTML    116K 
20: R3          Consolidated Balance Sheets (Parenthetical)         HTML     51K 
21: R4          Consolidated Statements Of Operations               HTML    104K 
22: R5          Consolidated Statements Of Comprehensive Income     HTML     44K 
                (Loss)                                                           
23: R6          Consolidated Statements Of Shareholders' Deficit    HTML     89K 
24: R7          Consolidated Statements Of Cash Flows               HTML    152K 
25: R8          Consolidated Statements Of Cash Flows               HTML     37K 
                (Parenthetical)                                                  
26: R9          General                                             HTML     40K 
27: R10         Summary Of Significant Accounting Policies          HTML    180K 
28: R11         Fair Value Measurements                             HTML     87K 
29: R12         Restricted Cash                                     HTML     81K 
30: R13         Prepaid Expenses And Other Current Assets           HTML     54K 
31: R14         Acquisitions                                        HTML     85K 
32: R15         Intangible Assets, Net                              HTML    114K 
33: R16         Property And Equipment, Net                         HTML     65K 
34: R17         Costs And Estimated Earnings On Uncompleted         HTML     80K 
                Contracts                                                        
35: R18         Concentration Of Credit Risk                        HTML    135K 
36: R19         Earnings Per Share                                  HTML     79K 
37: R20         Debt                                                HTML    427K 
38: R21         Shareholders' Equity                                HTML     57K 
39: R22         Stock-Based Compensation                            HTML    306K 
40: R23         Income Taxes                                        HTML    249K 
41: R24         Commitments And Contingencies                       HTML     91K 
42: R25         Defined Contribution Plan                           HTML     37K 
43: R26         Segment Data                                        HTML    286K 
44: R27         Quarterly Financial Data                            HTML    131K 
45: R28         Schedule III - Schedule of Real Estate and          HTML    313K 
                Accumulated Depreciation                                         
46: R29         Summary Of Significant Accounting Policies          HTML    248K 
                (Policy)                                                         
47: R30         Summary Of Significant Accounting Policies          HTML    111K 
                (Tables)                                                         
48: R31         Fair Value Measurements (Tables)                    HTML     73K 
49: R32         Restricted Cash (Tables)                            HTML     75K 
50: R33         Prepaid Expenses And Other Current Assets (Tables)  HTML     53K 
51: R34         Acquisitions (Tables)                               HTML     79K 
52: R35         Intangible Assets, Net (Tables)                     HTML    114K 
53: R36         Property And Equipment, Net (Tables)                HTML     63K 
54: R37         Costs And Estimated Earnings On Uncompleted         HTML     78K 
                Contracts (Tables)                                               
55: R38         Concentration Of Credit Risk (Tables)               HTML    135K 
56: R39         Earnings Per Share (Tables)                         HTML     74K 
57: R40         Debt (Tables)                                       HTML    331K 
58: R41         Stock-Based Compensation (Tables)                   HTML    298K 
59: R42         Income Taxes (Tables)                               HTML    242K 
60: R43         Commitments And Contingencies (Tables)              HTML     83K 
61: R44         Segment Data (Tables)                               HTML    284K 
62: R45         Quarterly Financial Data (Tables)                   HTML    124K 
63: R46         General (Narrative) (Details)                       HTML     36K 
64: R47         Summary Of Significant Accounting Policies          HTML     97K 
                (Narrative) (Details)                                            
65: R48         Summary Of Significant Accounting Policies          HTML     46K 
                (Schedule Of Asset Classes And Related Estimated                 
                Useful Lives) (Details)                                          
66: R49         Summary Of Significant Accounting Policies          HTML     45K 
                (Allowance For Doubtful Accounts) (Details)                      
67: R50         Summary Of Significant Accounting Policies          HTML     48K 
                (Summary Of Asset Retirement Obligation Liability)               
                (Details)                                                        
68: R51         Fair Value Measurements (Narrative) (Details)       HTML     55K 
69: R52         Fair Value Measurements (Summary Of Asset           HTML     48K 
                Impairment And Decommission Costs) (Details)                     
70: R53         Restricted Cash (Narrative) (Details)               HTML     38K 
71: R54         Restricted Cash (Schedule Of Cash, Cash             HTML     58K 
                Equivalents And Restricted Cash) (Details)                       
72: R55         Prepaid Expenses And Other Current Assets           HTML     41K 
                (Schedule Of Prepaid Expense And Other Current                   
                Assets) (Details)                                                
73: R56         Acquisitions (Narrative) (Details)                  HTML     53K 
74: R57         Acquisitions (Schedule Of Acquisition Activity)     HTML     35K 
                (Details)                                                        
75: R58         Acquisitions (Schedule Of Acquisition Capital       HTML     46K 
                Expenditures) (Details)                                          
76: R59         Intangible Assets, Net (Narrative) (Details)        HTML     38K 
77: R60         Intangible Assets, Net (Gross And Net Carrying      HTML     46K 
                Amounts For Each Major Class Of Intangible Assets)               
                (Details)                                                        
78: R61         Intangible Assets, Net (Estimated Future            HTML     45K 
                Amortization Expense) (Details)                                  
79: R62         Property And Equipment, Net (Narrative) (Details)   HTML     38K 
80: R63         Property And Equipment, Net (Property And           HTML     51K 
                Equipment, Net (Including Assets Held Under                      
                Capital Leases)) (Details)                                       
81: R64         Costs And Estimated Earnings On Uncompleted         HTML     37K 
                Contracts (Narrative) (Details)                                  
82: R65         Costs And Estimated Earnings On Uncompleted         HTML     43K 
                Contracts (Summary Of Costs And Estimated Earnings               
                On Uncompleted Contracts) (Details)                              
83: R66         Costs And Estimated Earnings On Uncompleted         HTML     44K 
                Contracts (Costs And Estimated Earnings On                       
                Uncompleted Contracts Accompanying Consolidated                  
                Balance Sheets) (Details)                                        
84: R67         Concentration Of Credit Risk (Narrative) (Details)  HTML     40K 
85: R68         Concentration Of Credit Risk (Summary Of            HTML     70K 
                Significant Customers And Percentage Of Total                    
                Revenue For Specified Time Periods Derived From                  
                Such Customers) (Details)                                        
86: R69         Earnings Per Share (Narrative) (Details)            HTML     40K 
87: R70         Earnings Per Share (Weighted-Average Shares of      HTML     61K 
                Common Stock Outstanding Used in Calculation of                  
                Basic and Diluted Earnings Per Share) (Details)                  
88: R71         Debt (Terms Of The Senior Credit Agreement)         HTML     41K 
                (Narrative) (Details)                                            
89: R72         Debt (Revolving Credit Facility Under The Senior    HTML     71K 
                Credit Agreement) (Narrative) (Details)                          
90: R73         Debt (Term Loans Under The Senior Credit            HTML     95K 
                Agreement) (Narrative) (Details)                                 
91: R74         Debt (Secured Tower Revenue Securities)             HTML    191K 
                (Narrative) (Details)                                            
92: R75         Debt (4.0% Convertible Senior Notes Due 2014)       HTML     51K 
                (Narrative) (Details)                                            
93: R76         Debt (Senior Notes) (Narrative) (Details)           HTML    139K 
94: R77         Debt (Schedule Of Carrying And Principal Values Of  HTML    122K 
                Debt) (Details)                                                  
95: R78         Debt (Schedule Of Future Principal Payment          HTML     46K 
                Obligations) (Details)                                           
96: R79         Debt (Schedule Of Cash And Non-Cash Interest        HTML    102K 
                Expense) (Details)                                               
97: R80         Shareholders' Equity (Narrative) (Details)          HTML     85K 
98: R81         Stock-Based Compensation (Narrative) (Details)      HTML    100K 
99: R82         Stock-Based Compensation (Schedule Of Assumptions   HTML     46K 
                Used To Estimate Fair Value Of Stock Options)                    
                (Details)                                                        
100: R83         Stock-Based Compensation (Summary Of Activities     HTML     79K  
                With Respect To Its Stock Options) (Details)                     
101: R84         Stock-Based Compensation (Additional Information    HTML     69K  
                Regarding Options Outstanding And Exercisable)                   
                (Details)                                                        
102: R85         Stock-Based Compensation (Summary Of Activity Of    HTML     52K  
                Options Outstanding Not Yet Vested) (Details)                    
103: R86         Stock-Based Compensation (Restricted Stock Unit     HTML     55K  
                Activity) (Details)                                              
104: R87         Stock-Based Compensation (Schedule Of Non-Cash      HTML     44K  
                Compensation Expense) (Details)                                  
105: R88         Income Taxes (Narrative) (Details)                  HTML     69K  
106: R89         Income Taxes (Income (Loss) Before Provision For    HTML     40K  
                Income Taxes From Continuing Operations By                       
                Geographic Area) (Details)                                       
107: R90         Income Taxes (Components Of Provision For Income    HTML     60K  
                Taxes) (Details)                                                 
108: R91         Income Taxes (Income Tax Rate Reconciliation)       HTML     58K  
                (Details)                                                        
109: R92         Income Taxes (Components Of Net Deferred Income     HTML     78K  
                Tax Asset And Liability) (Details)                               
110: R93         Commitments And Contingencies (Narrative)           HTML     52K  
                (Details)                                                        
111: R94         Commitments And Contingencies (Annual Minimum       HTML     69K  
                Lease Payments) (Details)                                        
112: R95         Commitments And Contingencies (Annual Minimum       HTML     43K  
                Tower Lease Income) (Details)                                    
113: R96         Defined Contribution Plan (Narrative) (Details)     HTML     42K  
114: R97         Segment Data (Narrative) (Details)                  HTML     47K  
115: R98         Segment Data (Segment Reporting Information         HTML    108K  
                Disclosure) (Details)                                            
116: R99         Quarterly Financial Data (Schedule Of Quarterly     HTML     58K  
                Financial Information) (Details)                                 
117: R100        Schedule III - Schedule of Real Estate and          HTML     60K  
                Accumulated Depreciation (Schedule of Real Estate                
                and Accumulated Depreciation, by Property)                       
                (Details)                                                        
118: R101        Schedule III - Schedule of Real Estate and          HTML     61K  
                Accumulated Depreciation (Reconciliation of                      
                Carrying Amount of Real Estate Investments)                      
                (Details)                                                        
119: R102        Schedule III - Schedule of Real Estate and          HTML     51K  
                Accumulated Depreciation (Reconciliation of Real                 
                Estate Accumulated Depreciation) (Details)                       
121: XML         IDEA XML File -- Filing Summary                      XML    217K  
120: EXCEL       IDEA Workbook of Financial Reports                  XLSX    146K  
12: EX-101.INS  XBRL Instance -- sbac-20171231                       XML   5.69M 
14: EX-101.CAL  XBRL Calculations -- sbac-20171231_cal               XML    271K 
15: EX-101.DEF  XBRL Definitions -- sbac-20171231_def                XML    856K 
16: EX-101.LAB  XBRL Labels -- sbac-20171231_lab                     XML   1.71M 
17: EX-101.PRE  XBRL Presentations -- sbac-20171231_pre              XML   1.47M 
13: EX-101.SCH  XBRL Schema -- sbac-20171231                         XSD    272K 
122: ZIP         XBRL Zipped Folder -- 0001034054-18-000003-xbrl      Zip    306K  


‘EX-10.35H’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  EX 1035H  

Exhibit 10.35H

Execution Version

AMENDMENT TO EMPLOYMENT AGREEMENT

THIS AMENDMENT (the Amendment") to the EMPLOYMENT AGREEMENT (the “Agreement”) between SBA COMMUNICATIONS CORPORATION, a Florida corporation (the “Company”) and JEFFREY A. STOOPS (the “Executive”), dated August 15, 2017 (the Agreement), is made and entered into effective as of August 15, 2017, (the “Effective Date”).

W I T N E S S E T H :

WHEREAS, the Company and its subsidiaries  engage in the business of developing, leasing and maintaining wireless telecommunications tower sites and other related businesses;

WHEREAS, the Company and the Executive have previously entered into the Agreement; and

WHEREAS, the Board of Directors of the Company has determined that it is in the best interests of the Company and its stockholders to amend the Agreement effective as of the Effective Date.

NOW, THEREFORE, it is hereby agreed by and between the parties as follows:

1. Section 9(c) of the Agreement shall be deleted in its entirety and replaced with the following:

(c)Non‑Disparagement.  Subject to Section 9(j) and (k) of this Agreement, during the Restricted Period and thereafter, the Executive shall not intentionally make any public statement, or publicly release any information, that disparages or defames the Company Group, or any of its officers and directors, and shall not intentionally cause or encourage any other person to make any such statement or publicly release any such information.

2. The last sentence of Section 9(d) of the Agreement shall be deleted in its entirety and replaced with the following:

The restrictions contained herein shall not apply to the extent provided in Section 9(j) or (k) of this Agreement or to any information which the Executive can demonstrate (i) was already available to the public at the time of disclosure, or subsequently became available to the public, otherwise than by breach of this Agreement, (ii) was the subject of a court order to disclose.

3. A new subsection (j) shall be added to Section 9 of the Agreement as follows:

(j)Legally-Protected Communications and DisclosuresNotwithstanding any other provision of this Agreement to the contrary, no provision of this Agreement shall prevent, restrict, limit, impede or otherwise interfere with the Executive’s ability to exercise any rights he may have to (i) engage in legally-protected employee

 


 

communications, including without limitation protections under Section 7 of the National Labor Relations Act, (ii) file a charge or complaint or initiate an investigation with the Department of Justice, Equal Employment Opportunity Commission, Inspector General, National Labor Relations Board, Occupational Safety and Health Administration, Securities and Exchange Commission or any other federal, state or local governmental or regulatory agency, authority or commission or staff thereof (each a “Government Agency”), (iii) report a possible violation of any federal, state or local statute, rule, regulation, ordinance or other law (Law)  to any Government Agency or making other disclosures that are protected under the whistleblower protections of any applicable Law, including without limitation reporting possible violations of Law in accordance with Section 21F of the Securities Exchange Act of 1934, as amended, and rules promulgated thereunder (“Section 21F of the Exchange Act”), (iv) respond to a lawful subpoena, or (v) comply with any other legal obligation.  Further, notwithstanding any other provision of this Agreement to the contrary, no provision of this Agreement shall limit the Executive’s ability to (i) communicate with any Government Agency or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to or permission by the Company, or (ii) receive any award for information provided to any Government Agency.  Without limiting the generality of the foregoing, the provisions of Section 21F of the Exchange Act shall be effective as of August 12, 2011 or such other date as may be required by law.



4. A new subsection (k) shall be added to Section 9 of the Agreement as follows:

(k)Notice of Immunity Under the Defend Trade Secrets Act of 2016. Notwithstanding any other provision of this Agreement to the contrary, effective as of May 11, 2016 or such other date as may be required by law:

(i) the Executive will not be held criminally or civilly liable under any federal, state or local trade secret law for any disclosure of a trade secret that is made: (A) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (B) in a complaint or other document that is filed under seal in a lawsuit or other proceeding; and

(ii) if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the Company's trade secrets to the Company's attorney and use the trade secret information in the court proceeding if the Company: (1) files any document containing the trade secret under seal; and (2) does not disclose the trade secret, except pursuant to court order.

5. Section 20 of the Agreement shall be deleted in its entirety and replaced with the following:

20.ENTIRE AGREEMENT.  This Agreement, as amended, represents the entire understanding and agreement between the parties with respect to the subject matter hereof, and supersedes all other negotiations, understandings and representations (if any)

2


 

made by and between such parties, except for the Company’s Executive Compensation Recoupment Policy and any and all Acknowledgements and Agreements to such policy executed by the Executive.  As of the Effective Date, this Agreement supersedes and replaces the Prior Agreement.

6. COUNTERPARTS.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.  Confirmation of execution by electronic transmission of a facsimile signature page shall be binding upon any party so confirming.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date and year first above written.

SBA COMMUNICATIONS CORPORATION

By:/s/ Thomas P. Hunt
Thomas P. Hunt, Senior Vice President

and

By:/s/ Steven E. Bernstein
Steven E. Bernstein, Chairman of the Board of SBA Communications Corporation



/s/ Jeffrey A. Stoops
JEFFREY A. STOOPS

3



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:3/1/184
For Period end:12/31/175
8/15/17
5/11/16
8/12/11
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Filing Submission 0001034054-18-000003   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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