UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

METROPCS COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE		1-33409		20-0836269
(State or Other Jurisdiction of		(Commission File Number)		(I.R.S. Employer Identification No.)
Incorporation)

2250 Lakeside Boulevard
Richardson, Texas		75082
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: 214-570-5800

(Former name or former address, if changed since last report): Not Applicable

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

	o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
	o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.02.		Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     Stock Option Grants

     On March 7, 2008, the MetroPCS Communications, Inc. (the “Company”) Board of Directors approved stock option grants to certain executive officers of the Company under the Amended and Restated MetroPCS Communications, Inc. 2004 Equity Incentive Compensation Plan (the “2004 Plan”) as follows:

Name		Position		Number of Options				Vesting Schedule1
Roger D. Linquist		President and Chief Executive Officer			1,245,000			4 years
Thomas C. Keys		Chief Operating Officer			565,120			4 years
J. Braxton Carter		Executive Vice President and Chief Financial Officer			250,000			4 years
Mark A. Stachiw		Executive Vice President, General Counsel and Secretary			185,000			4 years
Robert A. Young		Senior Vice President, Market Operations, Northeast			130,000			4 years
Malcolm L. Lorang		Senior Vice President and Chief Technology Officer			32,500			1 year2

     All of the stock option grants approved by the Board of Directors on March 7, 2008 have an exercise price equal to the closing price of the Company’s common stock on the New York Stock Exchange on that date, $16.20 per share.

     2008 Annual Cash Incentive Performance Awards

     On March 7, 2008, the Company’s Board of Directors approved cash performance awards for fiscal year 2008 under the 2004 Plan based on 2008 business metrics approved by the Board of Directors. These performance awards will be paid in early 2009 to Company executive officers, including the named executive officers, based on individual and Company performance against the 2008 approved metrics as described below.

     The following table sets forth the Board of Director approved weighting, shown as a percentage of the total cash performance award, of the individual measures and the company/team performance measures that will be used to determine cash performance award payments to the Company’s executive officers, including the named executive officers, for the fiscal year ending December 31, 2008:

				Percentage of Cash Performance
2008 Measures				Award
		• Gross margin
		• Adjusted EBITDA per average subscriber
Company/team		• Net additions			70	%
performance		• Capital expenditures per ending subscriber
		• New market milestones
		• Discretionary
Individual performance					30	%

     The Board of Directors also approved targets for the individual performance and company/team performance measures that would result in varying levels of cash payments under the cash performance awards. The following table sets forth the target and maximum payment opportunities for cash performance awards to the named executive officers previously approved by the Board of Directors as a percentage of annual base salary at corresponding levels of performance against the Company’s goals for the fiscal year ending December 31, 2008:

				2008 Cash Performance Award Payout Level
				Based on Goal Achievement
						Maximum
				At 100% (Target)		performance
Roger D. Linquist		President and Chief Executive Officer		140% of base salary		280% of base salary
Thomas C. Keys		Chief Operating Officer		85% of base salary		170% of base salary
J. Braxton Carter		Executive Vice President and Chief Financial Officer		75% of base salary		150% of base salary
Mark A. Stachiw		Executive Vice President, General Counsel and Secretary		75% of base salary		150% of base salary
Robert A. Young		Senior Vice President, Market Operations, Northeast		75% of base salary		150% of base salary
Malcolm L. Lorang		Senior Vice President and Chief Technology Officer		65% of base salary		130% of base salary

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.