Exhibit 10.1







Exhibit 10.1




2010 Executive Management Team Annual Incentive Plan




Plan Document




(Effective January 1, 2010)


 



 


1









 





Crown Castle International Corp.

2010 EMT Annual Incentive Plan




Overview



This Plan Document is designed to outline the provisions of the Crown Castle International Corp. (“CCIC” or “Company”)
2010 Executive Management Team (EMT) Annual Incentive Plan (the “Plan”) effective as of the 1st day of
January 2010, in accordance with the terms provided herein.



The Company hereby adopts the terms of the Plan as follows:



Section 1. Objectives



The Company’s main objectives for the Plan are:




	•	 	To provide a compensation package that is competitive with the market.






	•	 	To motivate executives by providing the appropriate reward for individual and corporate performance based on
Company goals and objectives.






	•	 	To focus business unit executives on maximizing results of their business units, while also reinforcing the
importance of teamwork at the corporate level.






	•	 	To link the Plan’s financial measures with investor expectations.






	•	 	To link the Plan’s financial and nonfinancial measures with the individual performance of the executives.





Section 2. Plan Year



The effective date of this Plan is January 1, 2010. The Plan will remain in effect from January 1, 2010, to December
31, 2010 (the “Plan Year”).



Section 3. Administration



The Plan shall be administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”)
with oversight by the Board. The Committee shall have the authority to review and approve: (a) the Participants as
defined in Section 4, (b) the incentive opportunities for each Participant as defined in Section 6, (c) the methodology
for determining the Performance Goals as defined in Section 7, (d) the minimum performance requirements as described in
Section 8, and (e) the final Incentive Awards for the Participants as described in Section 9. The Committee shall also
have the authority to review and approve any proposed amendments to the Plan throughout the Plan Year. The Committee
retains the right to discontinue or amend this Plan at any time. The Committee may use discretion to adjust the
Incentive Award levels to account for events that impact the ability to meet the Performance Goals described in Section
7.

2

 


2









 





Crown Castle International Corp.

2010 EMT Annual Incentive Plan




The Chief Executive Officer of the Company (the “CEO”) will be responsible for the interpretation and the day-to-day
management of the Plan. The CEO shall also make recommendations to the Committee for review and approval.



Nothing in this Plan is to be considered a guarantee of an Incentive Award.



Section 4. Eligibility



Executive employees who are selected by the CEO, and are approved by the Committee, will be eligible to participate in
the Plan (the “Participants”).



Section 5. Change in Eligibility Status



In making decisions regarding employees’ participation in the Plan, the CEO may consider any factors that he or she may
consider relevant. The following guidelines are provided as general information regarding employee status changes upon
the occurrence of the events described below, provided that recommendation to include an employee in the Plan
originates from the CEO:




	(a)	 	New Hire, Transfer, Promotion. A newly hired, transferred or promoted employee selected and approved as
a Participant in the Plan prior to March 1 of the Plan Year may participate based on a full Plan Year. A newly
hired, transferred or promoted employee selected and approved as a Participant in the Plan after March 1 and
before November 1 of the Plan Year may participate in the Plan on a pro rata basis as of the date the Participant
was approved into the Plan. A newly hired employee selected and approved as a Participant in the Plan after
November 1 of the Plan Year will not be eligible to participate in the Plan until a new Plan Year begins the
following January 1.






	(b)	 	Demotion. An Incentive Award will generally not be made to an employee who has been demoted during the
Plan Year because of performance.






	(c)	 	Termination. An Incentive Award will generally not be made to any Participant whose services are
terminated prior to the payment of the Incentive Award for reasons of misconduct, failure to perform or other
cause.






	(d)	 	Resignation. An Incentive Award will generally not be made to any Participant who resigns for any
reason, including retirement, before the Incentive Award is made. However, if the Participant has voluntarily
terminated his or her employment with the Company’s consent, the Participant may be considered for a pro rata
Incentive Award, provided the Participant otherwise qualifies for the Incentive Award.






	(e)	 	Death and Disability. A Participant whose status as an active employee is changed prior to the payment
of the Incentive Award for any reason other than the reasons cited above may be considered for a pro rata
Incentive Award, provided the Participant otherwise qualifies for the Incentive Award. In the event that an
Incentive Award is made on behalf of an employee who has terminated employment by reason of death, any such
payments or other amounts due will generally be paid to the Participant’s estate.



3

 


3









 







Crown Castle International Corp.

2010 EMT Annual Incentive Plan




The above guidelines are subject to the terms of any applicable severance or similar agreements. Nothing in the Plan
shall confer any right to any employee to continue in the employ of the Company.



Section 6. Incentive Opportunity



The CEO will determine, and recommend for approval by the Committee, incentive opportunities for each Participant. The
incentive opportunities will be defined as Incentive Opportunity Zones that represent a range of threshold, target and
maximum performance outcomes for which incremental increases in performance will result in incremental increases in the
Incentive Award.



Each Incentive Opportunity Zone will include threshold, target and maximum incentive opportunities. The Participant’s
target incentive opportunity will be based on the Participant’s role and responsibilities, and will be expressed as a
percentage of the Participant’s base salary. The Participant’s threshold and maximum incentive opportunities will be
expressed as a Payout Multiple of the target incentive opportunity and will also be based on the Participant’s role and
responsibilities. The tables set forth on Exhibit A outline the target Payout Multiples for certain
Participant categories.



The target incentive opportunity as a multiple of base salary, and the resulting threshold and maximum opportunities
will be determined and approved in writing and kept on file for each Participant in the appropriate Human Resources
department.



Section 7. Performance Goals



Each Participant shall have specific performance goals (the “Performance Goals”) determined for his or her position for
the Plan Year. These Performance Goals will be based on certain financial and nonfinancial performance measures that
support the approved business plan of the Company and/or business unit, and should identify how the Participant will
support the achievement of such goals.



Two performance categories will generally be used for each Participant:




	1.	 	Corporate/Business Unit Performance 3⁄4 There will be one or more performance measures with equal or
different weights that may be used within this category, including without limitation any one or more of the
performance criteria described below:






	 	•	 	Corporate Adjusted EBITDA – calculated as EBITDA adjusted for non-cash compensation.






	 	•	 	Corporate Recurring Cash Flow per Share – calculated as Recurring Cash Flow divided by calendar
year-end total CCIC common shares outstanding.




4

 


4









 







Crown Castle International Corp.

2010 EMT Annual Incentive Plan






	 	•	 	Business Unit Recurring Cash Flow – calculated as Business Unit Adjusted EBITDA adjusted for
Sustaining Capital Expenditures.






	 	•	 	Business Unit Net New Sales – calculated as Gross New Tenant GAAP Revenue adjusted for Churn and
DAS New Revenue.






The Performance Goals for these financial measures will generally be based on the Company’s 2010 financial
budget/forecasts as approved by the Board.




	2.	 	Individual Performance 3⁄4 The Individual Performance Goals will generally be based on those established
using the Company’s annual performance management system.





The target mix and weighting of the Performance Goals for each Participant will vary depending on the Participant’s
role and responsibilities, as set forth on Exhibit B.



For the financial performance measures, threshold, target, and maximum Performance Goals will be established and
aligned within the Participant’s applicable Incentive Opportunity Zone as defined above in Section 6. The threshold,
target, and maximum Performance Goals for these financial measures, based on the Company’s budget/forecast for 2010 are
set forth on Exhibit C.



The threshold, target and maximum individual Performance Goals will be based on how well the Participant met the goals
established using the Company’s annual performance management system. The Individual Performance Goals will be aligned
within the Participant’s applicable Incentive Opportunity Zone. While the interpretation of how well the Individual
Performance Goals are met will be more subjective than for financial measures, the following descriptions will be used
to interpret individual performance:




	 	1.	 	Exceeds Expectations – Defined as performance that consistently exceeds established expectations
regarding the Participant’s key individual goals. Performance at this level creates new standards of
performance. Individual performance near or at the maximum will be achieved if the participant has exhibited
“Exceeds Expectations” performance.






	 	2.	 	Meets Expectations - Defined as performance that consistently meets and often exceeds established
expectations regarding the Participant’s key individual goals. Individual performance at target will be
achieved if the Participant has exhibited “Meets Expectations” performance.






	 	3.	 	Meets Most Expectations - Defined as performance that often meets established expectations regarding
the Participant’s key individual goals, but also requires some development. Individual performance near or
at the minimum will be achieved if the Participant has exhibited “Meets Most Expectations” performance.




5

 


5









 







Crown Castle International Corp.

2010 EMT Annual Incentive Plan






	 	4.	 	Does Not Meet Expectations - Defined as performance that does not consistently meet established
expectations regarding the Participant’s key individual goals and requires significant development.
Individual performance at this level will result in no individual annual incentive payment for the
Participant.





Section 8. Minimum Performance Requirements



There are three minimum performance requirements in order to receive a full Annual Incentive in accordance with the
Plan:




	1.	 	The Minimum Financial Performance Target level set forth on Exhibit C must be achieved for Participants
to be eligible for the Annual Incentive.






	2.	 	The business units or departments for which the Participants are responsible must receive an acceptable 404
assessment of applicable internal controls. The receipt of a 404 assessment with a material weakness may result
in a reduction or elimination of the potential 2010 Annual Incentive for the responsible Participants and
potentially all Participants.






	3.	 	The Participant must receive an Individual Performance Rating of Meets Expectations or Exceeds Expectations. If a
Participant receives an Individual Performance Rating of Meets Most Expectations, the Participant’s Payout
Multiple for the Corporate/Business Unit Performance Goals will be reduced to the lower of the Individual Payout
Multiple received for the Meets Most Expectations Rating or the Payout Multiple received for the
Corporate/Business Unit Performance Goals. If a Participant receives an Individual Performance Rating of Does Not
Meet Expectations, the Participant will not receive an Annual Incentive Award.





Section 9. Incentive Award Calculation



The Incentive Awards will be calculated based on the Incentive Opportunity Zones established for each Participant at
the beginning of the Plan Year. The Incentive Opportunity Zones can be depicted as target Incentive Opportunity Curves
that correlate the incentive Payout Multiples with each of the Performance Goals.



The target Incentive Opportunity Curves for each of the Performance Goals are set forth on Exhibit D.



At Plan Year-end, the following steps will occur to calculate each Participant’s final Incentive Award:




	•	 	The actual performance results will be plotted on each applicable Incentive Opportunity Curve for the
Participant.



6

 


6









 







Crown Castle International Corp.

2010 EMT Annual Incentive Plan





	 	•	 	If actual performance results fall between the threshold and target, or the target and maximum Performance
Goals, the Payout Multiples will be calculated by interpolating the actual performance results with the
threshold, target, and maximum Payout Multiples. However, no incentive will be paid if actual results fall
below the threshold Performance Goal.






	•	 	Each of the resulting Payout Multiples will then be multiplied by the weighted percentage for the applicable
Performance Goal.






	•	 	The products of each will then be added together to determine the total Payout Multiple for the Participant.






	•	 	The total Payout Multiple will then be applied to the Participant’s target Incentive Award as a percentage of
base salary to determine the total Incentive Award.





An illustration of how this calculation is performed is set forth on Exhibit E.



Section 10. Incentive Award Payments



Incentive Award payments in accordance with this Plan will be processed by the second pay period following the Board of
Directors approval of the Plan Year’s financial statements.



7

 


7