Exhibit 10.1


    

      


      


      


      


      


      


      


      


      


      
 

      


      


      


      


      


      


      


      


      


      


      2007
        EMT Annual Incentive Plan

       

      Plan
        Document

       

      (Effective
        January 1, 2007)

      



      
        
          
            


            


            


          

          
          

        

        
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            CROWN
              CASTLE INTERNATIONAL CORP.

            2007
              EMT Annual Incentive Plan

          

          
            


          

        

      



      Overview

      


      This
        Plan
        Document is designed to outline the provisions of the Crown Castle International
        Corp. (“CCIC” or “Company”) 2007 Executive Annual Incentive Plan (the “Plan”)
        effective as of the 1st
        day of
        January 2007, 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:

       

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

            


       

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

            


       

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

            


       

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

            


       

      	n  	
              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, 2007. The Plan will remain in effect
        from January 1, 2007, to December 31, 2007 (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.

      


      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.


      
        
          
          

        

        
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      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 after March 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, 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.

            


       

      	(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.

            


      


      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.


      
        
          
          

        

        
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      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 -
                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:

            


       

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

       

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

       

      n  Business
        Unit Adjusted EBITDA
        -
        calculated as Business Unit EBITDA adjusted for Business Unit non-cash
        compensation.

       

      n  Business
        Unit Recurring Free Cash Flow per Share
        -
        calculated as Business Unit Recurring Free Cash Flow divided by calendar
        year-end total common shares outstanding.

       

      n  Business
        Unit Net New Sales
        -
        calculated as New Tenant Revenue adjusted for Churn.

      


      The
        Performance Goals for these financial measures will generally be based on
        the
        Company’s 2007 financial budget/forecasts as approved by the Board.

       

      	2.  	
              Individual
                Performance -
                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
        2007 are set forth on Exhibit
        C.


      
        
          
          

        

        
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      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.

            


       

      	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
        two 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 significant deficiency or
                other
                material internal control issues may result in a reduction or elimination
                of the potential 2007 Annual Incentive for the responsible Participants
                and potentially all Participants.

            


      



      
        
          
          

        

        
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      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:

       

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

            


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              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.

            


       

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

            


       

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

            


       

      	n  	
              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.