**Exhibit 10.1****SPECTRASITE, INC. 2005 INCENTIVE PLAN****1.****Purpose**     The purpose of the Plan is to provide a means through which theCompany and its Affiliates may attract able persons to enter andremain in the employ of the Company and its Affiliates and toprovide a means whereby employees, directors and consultants ofthe Company and its Affiliates can acquire and maintain CommonStock ownership, or be paid incentive compensation measured byreference to the value of Common Stock, thereby strengtheningtheir commitment to the welfare of the Company and itsAffiliates and promoting an identity of interest betweenstockholders and these persons.     So that the appropriate incentive can be provided, the Planprovides for granting Incentive Stock Options, NonqualifiedStock Options, Stock Appreciation Rights, Restricted Stock,Restricted Stock Units, Stock Bonuses and PerformanceCompensation Awards, or any combination of the foregoing.**2.****Definitions**     The following definitions shall be applicable throughout thePlan.     (a) “Affiliate” means any entity that directly orindirectly is controlled by, controls or is under common controlwith the Company.     (b) “Award” means, individually or collectively,any Incentive Stock Option, Nonqualified Stock Option, StockAppreciation Right, Restricted Stock, Restricted Stock Unit,Stock Bonus or Performance Compensation Award granted under thePlan.     (c) “Board” means the Board of Directors of theCompany.     (d) “Cause” means the Company or an Affiliatehaving “cause” to terminate a Participant’semployment or service, as defined in any existing employment,consulting or any other agreement between the Participant andthe Company or an Affiliate or, in the absence of such anemployment, consulting or other agreement, upon (i) thedetermination by the Committee that the Participant has ceasedto perform his duties to the Company, or an Affiliate (otherthan as a result of his incapacity due to physical or mentalillness or injury), which failure amounts to an intentional andextended neglect of his duties to such party, (ii) theCommittee’s determination that the Participant has engagedor is about to engage in conduct materially injurious to theCompany or an Affiliate, (iii) the Participant having beenconvicted of, or plead guilty or no contest to, a felony or anycrime involving as a material element fraud or dishonesty,(iv) the failure of the Participant to follow the lawfulinstructions of the Board or his direct superiors or (v) inthe case of a Participant who is a non-employee director, theParticipant ceasing to be a member of the Board in connectionwith the Participant engaging in any of the activities describedin clauses (i) through (iv) above.     (e) “Change in Control” shall, unless in the caseof a particular Award the applicable Award agreement statesotherwise or contains a different definition of “Change inControl,” be deemed to occur upon:          (i) any person, as such term is used in Sections 13(d)    and 14(d) of the Exchange Act is or becomes the beneficial    owner, as defined in Exchange Act Rules 13d-3 and 13d-5,    except that for purposes of this paragraph (i) such    person shall be deemed to have beneficial ownership of all    shares that such person has the right to acquire, whether such    right is exercisable immediately or only after the passage of    time, directly or indirectly, of more than 35% of the total    voting power of the Company’s Voting Stock. For purposes of    this paragraph (i), such other person shall be deemed to    beneficially own any Voting Stock of a specified entity held by    a parent entity, if such other person is the beneficial owner,    directly or indirectly, of more than 35% of the voting power of    the parent entity’s Voting Stock;           (ii) during any period of two consecutive years,    individuals who at the beginning of such period constituted the    Board, together with any new directors whose election by the    Board or whose nomination for election by the Company’s    shareholders was approved by a vote of a majority of the    Company’s
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     directors then still in office who were either directors at the    beginning of such period or whose election or nomination for    election was previously so approved, cease for any reason to    constitute a majority of the Board then in office;           (iii) the merger or consolidation of the Company with or    into another person or the merger of another person with or into    the Company, other than a transaction following which the    holders of securities that represented 100% of the aggregate    voting power of the Voting Stock of the Company immediately    prior to such transaction own, directly or indirectly, at least    a majority of the aggregate voting power of the Voting Stock of    the surviving person immediately after such transaction in    substantially the same proportion that such holders held the    aggregate voting power of the Voting Stock of the Company    immediately prior to such transaction; or           (iv) the sale of all or substantially all of the    Company’s assets to another person.     (f) “Code” means the Internal Revenue Code of1986, as amended. Reference in the Plan to any section of theCode shall be deemed to include any amendments or successorprovisions to such section and any regulations under suchsection.     (g) “Committee” means a committee of at least twopeople as the Board may appoint to administer the Plan or, if nosuch committee has been appointed by the Board, the Board.Unless the Board is acting as the Committee or the Boardspecifically determines otherwise, each member of the Committeeshall, at the time he takes any action with respect to an Awardunder the Plan, be an Eligible Director. However, the fact thata Committee member shall fail to qualify as an Eligible Directorshall not invalidate any Award granted by the Committee whichAward is otherwise validly granted under the Plan.     (h) “Common Stock” means the common stock, parvalue $0.01 per share, of the Company and any stock intowhich such common stock may be converted or into which it may beexchanged.     (i) “Company” means SpectraSite, Inc. and anysuccessor thereto.     (j) “Date of Grant” means the date on which thegranting of an Award is authorized, or such other date as may bespecified in such authorization or, if there is no such date,the date indicated on the applicable Award agreement.     (k) “Disability” means, unless in the case of aparticular Award the applicable Award agreement statesotherwise, the Company or an Affiliate having cause to terminatea Participant’s employment or service on account of“disability,” as defined in any existing employment,consulting or other similar agreement between the Participantand the Company or an Affiliate or, in the absence of such anemployment, consulting or other agreement, a condition entitlingthe Participant to receive benefits under a long-term disabilityplan of the Company or an Affiliate or, in the absence of such aplan, the complete and permanent inability by reason of illnessor accident to perform the duties of the occupation at which aParticipant was employed or served when such disabilitycommenced, as determined by the Committee based upon medicalevidence acceptable to it.     (l) “Effective Date” means February 24, 2005.     (m) “Eligible Director” means a person who is(i) a “non-employee director” within the meaningof Rule 16b-3 under the Exchange Act, or a person meetingany similar requirement under any successor rule or regulationand (ii) an “outside director” within the meaningof Section 162(m) of the Code, and the Treasury Regulationspromulgated thereunder; *provided, however,* thatclause (ii) shall apply only with respect to grants ofAwards with respect to which the Company’s tax deductioncould be limited by Section 162(m) of the Code if suchclause did not apply.     (n) “Eligible Person” means any(i) individual regularly employed by the Company orAffiliate who satisfies all of the requirements ofSection 6; *provided, however,* that no such employeecovered by a collective bargaining agreement shall be anEligible Person unless and to the extent that such eligibilityis set forth in such collective bargaining agreement or in anagreement or instrument relating thereto; (ii) director ofthe Company or an Affiliate; or (iii) consultant or advisorto the Company or an Affiliate who may be offered securitiespursuant to Form S-8.
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     (o) “Exchange Act” means the Securities ExchangeAct of 1934, as amended.     (p) “Fair Market Value, on a given date means(i) if the Stock is listed on a national securitiesexchange, the average of the highest and lowest sale pricesreported as having occurred on the primary exchange with whichthe Stock is listed and traded on the date prior to such date,or, if there is no such sale on that date, then on the lastpreceding date on which such a sale was reported; (ii) ifthe Stock is not listed on any national securities exchange butis quoted in the Nasdaq National Market (the “Nasdaq”)on a last sale basis, the average between the high bid price andlow ask price reported on the date prior to such date, or, ifthere is no such sale on that date, then on the last precedingdate on which a sale was reported; or (iii) if the Stock isnot listed on a national securities exchange nor quoted in theNasdaq on a last sale basis, the amount determined by theCommittee to be the fair market value based upon a good faithattempt to value the Stock accurately and computed in accordancewith applicable regulations of the Internal Revenue Service.     (q) “Incentive Stock Option” means an Optiongranted by the Committee to a Participant under the Plan whichis designated by the Committee as an incentive stock option asdescribed in Section 422 of the Code and otherwise meetsthe requirements set forth herein.     (r) “Mature Shares” means shares of Stock ownedby a Participant which are not subject to any pledge or othersecurity interest and have either been held by the Participantfor six months (if, and only if, required to avoid adverseaccounting treatment), previously acquired by the Participant onthe open market or meet such other requirements as the Committeemay determine are necessary in order to avoid an accountingearnings charge on account of the use of such shares to pay theOption Price or satisfy a withholding obligation in respect ofan Option.     (s) “Negative Discretion” shall mean thediscretion authorized by the Plan to be applied by the Committeeto eliminate or reduce the size of a Performance CompensationAward in accordance with Section 11(d)(iv) of the Plan;*provided,* that the exercise of such discretion would notcause the Performance Compensation Award to fail to qualify as“performance-based compensation” underSection 162(m) of the Code.     (t) “Nonqualified Stock Option” means an Optiongranted by the Committee to a Participant under the Plan whichis not designated by the Committee as an Incentive Stock Option.     (u) “Option” means an Award granted underSection 7 of the Plan.     (v) “Option Period” means the period described inSection 7(c) of the Plan.     (w) “Option Price” means the exercise price foran Option as described in Section 7(a) of the Plan.     (x) “Participant” means an Eligible Person whohas been selected by the Committee to participate in the Planand to receive an Award pursuant to Section 6 of the Plan.     (y) “Parent” means any parent of the Company asdefined in Section 424(e) of the Code.     (z) “Performance Compensation Award” shall meanany Award designated by the Committee as a PerformanceCompensation Award pursuant to Section 11 of the Plan.     (aa) “Performance Criteria” shall mean thecriterion or criteria that the Committee shall select forpurposes of establishing the Performance Goal(s) for aPerformance Period with respect to any Performance CompensationAward under the Plan. The Performance Criteria that will be usedto establish the Performance Goal(s) shall be based on theattainment of specific levels of performance of the Company (orAffiliate, division or operational unit of the Company) andshall be limited to the following:          (i) net earnings or net income (before or after taxes);           (ii) basic or diluted earnings per share (before or after    taxes);           (iii) net revenue or net revenue growth;           (iv) gross profit or gross profit growth;
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          (v) net operating profit (before or after taxes);           (vi) return measures (including, but not limited to, return    on assets, capital, invested capital, equity, or sales);           (vii) cash flow (including, but not limited to, operating    cash flow, free cash flow, and cash flow return on capital);           (viii) earnings before or after taxes, interest,    depreciation and/or amortization;           (ix) gross or operating margins;           (x) productivity ratios;           (xi) share price (including, but not limited to, growth    measures and total stockholder return);           (xii) expense targets;           (xiii) margins;           (xiv) operating efficiency;           (xv) objective measures of customer satisfaction;           (xvi) working capital targets;           (xvii) measures of economic value added;           (xviii) inventory control; and           (xix) enterprise value.     Any one or more of the Performance Criterion may be used on anabsolute or relative basis to measure the performance of theCompany and/or an Affiliate as a whole or any business unit ofthe Company and/or an Affiliate or any combination thereof, asthe Committee may deem appropriate, or any of the abovePerformance Criteria as compared to the performance of a groupof comparator companies, or published or special index that theCommittee, in its sole discretion, deems appropriate, or theCompany may select Performance Criterion (xi) above ascompared to various stock market indices. The Committee also hasthe authority to provide for accelerated vesting of any Awardbased on the achievement of Performance Goals pursuant to thePerformance Criteria specified in this paragraph. To the extentrequired under Section 162(m) of the Code, the Committeeshall, within the first 90 days of a Performance Period(or, if longer or shorter, within the maximum period allowedunder Section 162(m) of the Code), define in an objectivefashion the manner of calculating the Performance Criteria itselects to use for such Performance Period. In the event thatapplicable tax and/or securities laws change to permit Committeediscretion to alter the governing Performance Criteria withoutobtaining stockholder approval of such changes, the Committeeshall have sole discretion to make such changes withoutobtaining stockholder approval.     (bb) “Performance Formula” shall mean, for aPerformance Period, the one or more objective formulas appliedagainst the relevant Performance Goal to determine, with regardto the Performance Compensation Award of a particularParticipant, whether all, some portion but less than all, ornone of the Performance Compensation Award has been earned forthe Performance Period.     (cc) “Performance Goals” shall mean, for aPerformance Period, the one or more goals established by theCommittee for the Performance Period based upon the PerformanceCriteria. The Committee is authorized at any time during thefirst 90 days of a Performance Period (or, if longer orshorter, within the maximum period allowed underSection 162(m) of the Code), or at any time thereafter, inits sole and absolute discretion, to adjust or modify thecalculation of a Performance Goal for such Performance Period inorder to prevent the dilution or enlargement of the rights ofParticipants based on the following events:          (i) asset write-downs;           (ii) litigation or claim judgments or settlements;
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          (iii) the effect of changes in tax laws, accounting    principles, or other laws or regulatory rules affecting reported    results;           (iv) any reorganization and restructuring programs;           (v) extraordinary nonrecurring items as described in    Accounting Principles Board Opinion No. 30 (or any    successor pronouncement thereto) and/or in management’s    discussion and analysis of financial condition and results of    operations appearing in the Company’s annual report to    stockholders for the applicable year;           (vi) acquisitions or divestitures;           (vii) any other specific unusual or nonrecurring events, or    objectively determinable category thereof;           (viii) foreign exchange gains and losses; and           (ix) a change in the Company’s fiscal year.     (dd) “Performance Period” shall mean the one ormore periods of time not less than one (1) year induration, as the Committee may select, over which the attainmentof one or more Performance Goals will be measured for thepurpose of determining a Participant’s right to, and thepayment of, a Performance Compensation Award.     (ee) “Plan” means this SpectraSite, Inc. 2005Incentive Plan.     (ff) “Prior Plan” means the SpectraSite, Inc.2003 Equity Incentive Plan.     (gg) “Restricted Period” means, with respect toany Award of Restricted Stock or any Restricted Stock Unit, theperiod of time determined by the Committee during which suchAward is subject to the restrictions set forth in Section 9or, as applicable, the period of time within which performanceis measured for purposes of determining whether an Award hasbeen earned.     (hh) “Restricted Stock Unit” means a hypotheticalinvestment equivalent to one share of Stock granted inconnection with an Award made under Section 9.     (ii) “Restricted Stock” means shares of Stockissued or transferred to a Participant subject to forfeiture andthe other restrictions set forth in Section 9 of the Plan.     (jj) “Securities Act” means the Securities Act of1933, as amended.     (kk) “Stock” means the Common Stock or such otherauthorized shares of stock of the Company as the Committee mayfrom time to time authorize for use under the Plan.     (ll) “Stock Appreciation Right” or“SAR” means an Award granted under Section 8 ofthe Plan.     (mm) “Stock Bonus” means an Award granted underSection 10 of the Plan.     (nn) “Stock Option Agreement” means any agreementbetween the Company and a Participant who has been granted anOption pursuant to Section 7 which defines the rights andobligations of the parties thereto.     (oo) “Strike Price” means, (i) in the caseof a SAR granted in tandem with an Option, the Option Price ofthe related Option, or (ii) in the case of a SAR grantedindependent of an Option, the Fair Market Value on the Date ofGrant.     (pp) “Subsidiary” means any subsidiary of theCompany as defined in Section 424(f) of the Code.     (qq) “Substitution Award” means an Award that isintended to replace any existing incentive award held by anemployee or director of, or consultant or advisor to, an entityacquired by the Company or an Affiliate of the Company. Theterms and conditions of any Substitution Award shall be setforth in an Award agreement and shall, except as may beinconsistent with any provision of the Plan, to the extentpracticable provide the recipient with benefits (includingeconomic value) substantially similar to those provided to therecipient under the existing award which such Substitution Awardis intended to replace.
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     (rr) “Vested Unit” shall have the meaningascribed thereto in Section 9(d) of the Plan.     (ss) “Voting Stock” of a person means all classesof capital stock or other interests, including partnershipinterests, of such person then outstanding and normallyentitled, without regard to the occurrence of any contingency,to vote in the election of directors, managers, or trusteethereof.**3.****Effective Date, Duration and Shareholder Approval**     The Plan is effective as of the Effective Date; *provided,*that the validity and exercisability of any and all Awardsgranted pursuant to the Plan is contingent upon approval of thePlan by the shareholders of the Company in a manner intended tocomply with the shareholder approval requirements ofSection 162(m) of the Code and of the New York StockExchange. No Option shall be treated as an Incentive StockOption unless the Plan has been approved by the shareholders ofthe Company in a manner intended to comply with the shareholderapproval requirements of Section 422(b)(i) of the Code;*provided,* that any Option intended to be an IncentiveStock Option shall not fail to be effective solely on account ofa failure to obtain such approval, but rather such Option shallbe treated as a Nonqualified Stock Option unless and until suchapproval is obtained.     The expiration date of the Plan, on and after which no Awardsmay be granted hereunder, shall be the tenth anniversary of theEffective Date; *provided, however,* that such expirationshall not affect Awards then outstanding, and the terms andconditions of the Plan shall continue to apply to such Awards.**4.****Administration**     (a) The Committee shall administer the Plan. The majorityof the members of the Committee shall constitute a quorum. Theacts of a majority of the members present at any meeting atwhich a quorum is present or acts approved in writing by amajority of the Committee shall be deemed the acts of theCommittee.     (b) Subject to the provisions of the Plan and applicablelaw, the Committee shall have the power, and in addition toother express powers and authorizations conferred on theCommittee by the Plan, to: (i) designate Participants;(ii) determine the type or types of Awards to be granted toa Participant; (iii) determine the number of shares ofStock to be covered by, or with respect to which payments,rights, or other matters are to be calculated in connectionwith, Awards; (iv) determine the terms and conditions ofany Award; (v) determine whether, to what extent, and underwhat circumstances Awards may be settled or exercised in cash,shares of Stock, other securities, other Awards or otherproperty, or canceled, forfeited, or suspended and the method ormethods by which Awards may be settled, exercised, canceled,forfeited, or suspended; (vi) determine whether, to whatextent, and under what circumstances the delivery of cash,Stock, other securities, other Options, other property and otheramounts payable with respect to an Award shall be deferredeither automatically or at the election of the holder thereof orof the Committee; (vii) interpret, administer, reconcileany inconsistency, correct any defect and/or supply any omissionin the Plan and any instrument or agreement relating to, orAward granted under, the Plan; (viii) establish, amend,suspend, or waive such rules and regulations; (ix) appointsuch agents as it shall deem appropriate for the properadministration of the Plan; and (x) make any otherdetermination and take any other action that the Committee deemsnecessary or desirable for the administration of the Plan.     (c) Notwithstanding the foregoing, the committee maydelegate to any officer of the Company or any Affiliate theauthority to act on behalf of the Committee with respect to anymatter, right, obligation, or election which is theresponsibility of or which is allocated to the Committee herein,and which may be so delegated as a matter of law, except forgrants of Awards to (i) “covered employees” underCode Section 162(m) and (ii) persons subject toSection 16 of the 1934 Act.     (d) Unless otherwise expressly provided in the Plan, alldesignations, determinations, interpretations, and otherdecisions under or with respect to the Plan or any Award or anydocuments evidencing Awards granted pursuant to the Plan shallbe within the sole discretion of the Committee, may be made atany time
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and shall be final, conclusive and binding upon all parties,including, without limitation, the Company, any Affiliate, anyParticipant, any holder or beneficiary of any Award, and anyshareholder.     (e) No member of the Committee shall be liable for anyaction or determination made in good faith with respect to thePlan or any Award hereunder.**5.****Grant of Awards; Shares Subject to the Plan**     The Committee may, from time to time, grant Awards of Options,Stock Appreciation Rights, Restricted Stock, Restricted StockUnits, Stock Bonuses and/or Performance Compensation Awards toone or more Eligible Persons; *provided, however,* that:          (a) Subject to Section 13, the aggregate number of    shares of Stock in respect of which Awards may be granted under    the Plan is 3,200,000 shares;           (b) Shares of Stock delivered (either directly or by means    of attestation) in full or partial payment of the Option Price    in accordance with Section 7(b) shall be deducted from the    number of shares of Stock delivered to the Participant pursuant    to such Option for purposes of determining the number of shares    of Stock acquired pursuant to the Plan. In accordance with (and    without limitation upon) the preceding sentence, if and to the    extent an Award under the Plan or the Prior Plan expires,    terminates or is canceled for any reason whatsoever without the    Participant having received any benefit therefrom, the shares    covered by such Award shall again become available for future    Awards under the Plan. In addition, Awards under the Plan that    are settled in cash and Substitution Awards shall not be counted    against the aggregate number of shares available for issuance.    For purposes of the foregoing sentence, a Participant shall not    be deemed to have received any “benefit” in the case    of forfeited Restricted Stock Awards by reason of having enjoyed    voting rights and dividend rights prior to the date of    forfeiture.           (c) Stock delivered by the Company in settlement of Awards    may be authorized and unissued Stock, Stock held in the treasury    of the Company, Stock purchased on the open market or by private    purchase, or a combination of the foregoing.           (d) Subject to Section 13, no person may be granted    Options or SARs under the Plan during any calendar year with    respect to more than 1,000,000 shares of Stock.**6.****Eligibility**     Participation shall be limited to Eligible Persons who haveentered into an Award agreement or who have received writtennotification from the Committee, or from a person designated bythe Committee, that they have been selected to participate inthe Plan.**7.****Options**     The Committee is authorized to grant one or more Incentive StockOptions or Nonqualified Stock Options to any Eligible Person;*provided, however,* that no Incentive Stock Option shallbe granted to any Eligible Person who is not an employee of theCompany or a Parent or Subsidiary. Each Option so granted shallbe subject to the conditions set forth in this Section 7,or to such other conditions as may be reflected in theapplicable Stock Option Agreement.     (a) **Option Price.** The exercise price (“OptionPrice”) per share of Stock for each Option which is not aSubstitution Award shall be set by the Committee at the time ofgrant but shall not be less than the Fair Market Value of ashare of Stock on the Date of Grant.     (b) **Manner of Exercise and Form of Payment.** Noshares of Stock shall be delivered pursuant to any exercise ofan Option until payment in full of the Option Price therefor isreceived by the Company. Options which have become exercisablemay be exercised by delivery of written notice of exercise tothe Committee accompanied by payment of the Option Price. TheOption Price shall be payable (i) in cash, check, cashequivalent and/or shares of Stock valued at the Fair MarketValue at the time the Option is exercised (including by means ofattestation of ownership of a sufficient number of shares ofStock in lieu of actual
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delivery of such shares to the Company); *provided,* thatsuch shares of Stock are Mature Shares; (ii) in thediscretion of the Committee, either (A) in other propertyhaving a fair market value on the date of exercise equal to theOption Price or (B) by delivering to the Committee a copyof irrevocable instructions to a stockbroker to deliver promptlyto the Company an amount sufficient to pay the Option Price; or(iii) by such other method as the Committee may allow.Notwithstanding the foregoing, in no event shall a Participantbe permitted to exercise an Option in the manner described inclause (ii) or (iii) of the preceding sentence if theCommittee determines that exercising an Option in such mannerwould violate the Sarbanes-Oxley Act of 2002, or any otherapplicable law or the applicable rules and regulations of theSecurities and Exchange Commission or the applicable rules andregulations of any securities exchange or inter dealer quotationsystem on which the securities of the Company or any Affiliatesare listed or traded.     (c) **Vesting, Option Period and Expiration.** Optionsshall vest and become exercisable in such manner and on suchdate or dates determined by the Committee and shall expire aftersuch period, not to exceed ten years, as may be determined bythe Committee (the “Option Period”); *provided,however,* that notwithstanding any vesting dates set by theCommittee, the Committee may, in its sole discretion, acceleratethe exercisability of any Option, which acceleration shall notaffect the terms and conditions of such Option other than withrespect to exercisability. If an Option is exercisable ininstallments, such installments or portions thereof which becomeexercisable shall remain exercisable until the Option expires.     (d) **Stock Option Agreement — Other Terms andConditions.** Each Option granted under the Plan shall beevidenced by a Stock Option Agreement. Except as specificallyprovided otherwise in such Stock Option Agreement, each Optiongranted under the Plan shall be subject to the following termsand conditions:          (i) Each Option or portion thereof that is exercisable    shall be exercisable for the full amount or for any part thereof.           (ii) Each share of Stock purchased through the exercise of    an Option shall be paid for in full at the time of the exercise.    Each Option shall cease to be exercisable, as to any share of    Stock, when the Participant purchases the share or exercises a    related SAR or when the Option expires.           (iii) Subject to Section 12(k), Options shall not be    transferable by the Participant except by will or the laws of    descent and distribution and shall be exercisable during the    Participant’s lifetime only by him.           (iv) Each Option shall vest and become exercisable by the    Participant in accordance with the vesting schedule established    by the Committee and set forth in the Stock Option Agreement.           (v) At the time of any exercise of an Option, the Committee    may, in its sole discretion, require a Participant to deliver to    the Committee a written representation that the shares of Stock    to be acquired upon such exercise are to be acquired for    investment and not for resale or with a view to the distribution    thereof and any other representation deemed necessary by the    Committee to ensure compliance with all applicable federal and    state securities laws. Upon such a request by the Committee,    delivery of such representation prior to the delivery of any    shares issued upon exercise of an Option shall be a condition    precedent to the right of the Participant or such other person    to purchase any shares. In the event certificates for Stock are    delivered under the Plan with respect to which such investment    representation has been obtained, the Committee may cause a    legend or legends to be placed on such certificates to make    appropriate reference to such representation and to restrict    transfer in the absence of compliance with applicable federal or    state securities laws.           (vi) Each Participant awarded an Incentive Stock Option    under the Plan shall notify the Company in writing immediately    after the date he or she makes a disqualifying disposition of    any Stock acquired pursuant to the exercise of such Incentive    Stock Option. A disqualifying disposition is any disposition    (including any sale) of such Stock before the later of    (A) two years after the Date of Grant of the Incentive    Stock Option or (B) one year after the date the Participant    acquired the Stock by exercising the Incentive Stock Option. The    Company may, if determined by the Committee and in accordance    with procedures established by it, retain possession of any    Stock acquired pursuant to the exercise of an Incentive Stock    Option as agent for the applicable Participant until the end of    the period described in the
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     preceding sentence, subject to complying with any instructions    from such Participant as to the sale of such Stock.     (e) **Incentive Stock Option Grants to 10%Stockholders.** Notwithstanding anything to the contrary inthis Section 7, if an Incentive Stock Option is granted toa Participant who owns stock representing more than ten percentof the voting power of all classes of stock of the Company or ofa Subsidiary or Parent, the Option Period shall not exceed fiveyears from the Date of Grant of such Option and the Option Priceshall be at least 110 percent of the Fair Market Value (onthe Date of Grant) of the Stock subject to the Option.     (f) **$100,000 Per Year Limitation for Incentive StockOptions.** To the extent the aggregate Fair Market Value(determined as of the Date of Grant) of Stock for whichIncentive Stock Options are exercisable for the first time byany Participant during any calendar year (under all plans of theCompany) exceeds $100,000, such excess Incentive Stock Optionsshall be treated as Nonqualified Stock Options.**8.****Stock Appreciation Rights**     Any Option granted under the Plan may include SARs, either atthe Date of Grant or, except in the case of an Incentive StockOption, by subsequent amendment. The Committee also may awardSARs to Eligible Persons independent of any Option. A SAR shallbe subject to such terms and conditions not inconsistent withthe Plan as the Committee shall impose, including, but notlimited to, the following:          (a) **Vesting, Transferability and Expiration.** A SAR    granted in connection with an Option shall become exercisable,    be transferable and shall expire according to the same vesting    schedule, transferability rules and expiration provisions as the    corresponding Option. A SAR granted independent of an Option    shall become exercisable, be transferable and shall expire in    accordance with a vesting schedule, transferability rules and    expiration provisions as established by the Committee and    reflected in an Award agreement.           (b) **Automatic Exercise.** If on the last day of the    Option Period (or in the case of a SAR independent of an option,    the period established by the Committee after which the SAR    shall expire), the Fair Market Value exceeds the Strike Price,    the Participant has not exercised the SAR or the corresponding    Option, and neither the SAR nor the corresponding Option has    expired, 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.           (c) **Payment.** Upon the exercise of a SAR, the Company    shall pay to the Participant an amount equal to the number of    shares subject to the SAR multiplied by the excess, if any, of    the Fair Market Value of one share of Stock on the exercise date    over the Strike Price. The Company shall pay such excess in    shares of Stock valued at Fair Market Value.           (d) **Method of Exercise.** A Participant may exercise a    SAR 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 be exercised and the date on which such SARs were    awarded.           (e) **Expiration.** Except as otherwise provided in the    case of SARs granted in connection with Options, a SAR shall    expire on a date designated by the Committee which is not later    than ten years after the Date of Grant of the SAR.**9.****Restricted Stock and Restricted Stock Units**     (a) **Award of Restricted Stock and Restricted StockUnits.**          (i) The Committee shall have the authority (A) to    grant Restricted Stock and Restricted Stock Units to Eligible    Persons, (B) to issue or transfer Restricted Stock to    Participants, and (C) to establish terms, conditions and    restrictions applicable to such Restricted Stock and Restricted    Stock Units, including the Restricted Period, as applicable,    which may differ with respect to each grantee, the time or
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     times at which Restricted Stock or Restricted Stock Units shall    be granted or become vested and the number of shares or units to    be covered by each grant.           (ii) Each Participant granted Restricted Stock shall    execute and deliver to the Company an Award agreement with    respect to the Restricted Stock setting forth the restrictions    and other terms and conditions applicable to such Restricted    Stock. If the Committee determines that the Restricted Stock    shall be held in escrow rather than delivered to the Participant    pending the release of the applicable restrictions, the    Committee may require the Participant to additionally execute    and deliver to the Company (A) an escrow agreement    satisfactory to the Committee and (B) the appropriate blank    stock powers with respect to the Restricted Stock covered by    such agreement. If a Participant shall fail to execute an    agreement evidencing an Award of Restricted Stock and, if    applicable, an escrow agreement and stock powers, the Award    shall be null and void. Subject to the restrictions set forth in    Section 9(b), the Participant generally shall have the    rights and privileges of a stockholder as to such Restricted    Stock, including the right to vote such Restricted Stock. At the    discretion of the Committee, cash dividends and stock dividends    with respect to the Restricted Stock may be either currently    paid to the Participant or withheld by the Company for the    Participant’s account, and interest may be credited on the    amount of dividends withheld at a rate and subject to such terms    as determined by the Committee. The cash dividends or stock    dividends so withheld by the Committee and attributable to any    particular share of Restricted Stock (and earnings thereon, if    applicable) shall be distributed to the Participant in cash or,    at the discretion of the Committee, in shares of Stock having a    Fair Market Value equal to the amount of such dividends and    earnings, if applicable, upon the release of restrictions on    such share and, if such share is forfeited, the Participant    shall have no right to such cash dividends, stock dividends or    earnings.           (iii) Upon the grant of Restricted Stock, the Committee    shall cause a stock certificate registered in the name of the    Participant to be issued and, if it so determines, deposited    together with the stock powers with an escrow agent designated    by the Committee. If an escrow arrangement is used, the    Committee may cause the escrow agent to issue to the Participant    a receipt evidencing any stock certificate held by it,    registered in the name of the Participant.           (iv) The terms and conditions of a grant of Restricted    Stock Units shall be reflected in a written Award agreement. No    shares of Stock shall be issued at the time a Restricted Stock    Unit is granted, and the Company will not be required to set    aside a fund for the payment of any such Award. At the    discretion of the Committee, each Restricted Stock Unit    (representing one share of Stock) may be credited with cash and    stock dividends paid by the Company in respect of one share of    Stock (“Dividend Equivalents”). At the discretion of    the Committee, Dividend Equivalents may be either currently paid    to the Participant or withheld by the Company for the    Participant’s account, and interest may be credited on the    amount of cash Dividend Equivalents withheld at a rate and    subject to such terms as determined by the Committee. Dividend    Equivalents credited to a Participant’s account and    attributable to any particular Restricted Stock Unit (and    earnings thereon, if applicable) shall be distributed in cash    or, at the discretion of the Committee, in shares of Stock    having a Fair Market Value equal to the amount of such Dividend    Equivalents and earnings, if applicable, to the Participant upon    settlement of such Restricted Stock Unit and, if such Restricted    Stock Unit is forfeited, the Participant shall have no right to    such Dividend Equivalents.     (b) **Restrictions.**          (i) Restricted Stock awarded to a Participant shall be    subject to the following restrictions until the expiration of    the Restricted Period, and to such other terms and conditions as    may be set forth in the applicable Award agreement: (A) if    an escrow arrangement is used, the Participant shall not be    entitled to delivery of the stock certificate; (B) the    shares shall be subject to the restrictions on transferability    set forth in the Award agreement; (C) the shares shall be    subject to forfeiture to the extent provided in    Section 9(d) and the applicable Award agreement; and    (D) to the extent such shares are forfeited, the stock    certificates shall be returned to the Company, and all rights of    the Participant to such shares and as a shareholder shall    terminate without further obligation on the part of the Company.
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          (ii) Restricted Stock Units awarded to any Participant    shall be subject to (A) forfeiture until the expiration of    the Restricted Period, and satisfaction of any applicable    Performance Goals during such period, to the extent provided in    the applicable Award agreement, and to the extent such    Restricted Stock Units are forfeited, all rights of the    Participant to such Restricted Stock Units shall terminate    without further obligation on the part of the Company and    (B) such other terms and conditions as may be set forth in    the applicable Award agreement.           (iii) The Committee shall have the authority to remove any    or all of the restrictions on the Restricted Stock and    Restricted Stock Units whenever it may determine that, by reason    of changes in applicable laws or other changes in circumstances    arising after the date of the Restricted Stock or Restricted    Stock Units are granted, such action is appropriate.     (c) **Restricted Period.** The Restricted Period ofRestricted Stock and Restricted Stock Units shall commence onthe Date of Grant and shall expire from time to time as to thatpart of the Restricted Stock and Restricted Stock Unitsindicated in a schedule established by the Committee in theapplicable Award agreement.     (d) **Delivery of Restricted Stock and Settlement ofRestricted Stock Units.** Upon the expiration of theRestricted Period with respect to any shares of RestrictedStock, the restrictions set forth in Section 9(b) and theapplicable Award agreement shall be of no further force oreffect with respect to such shares, except as set forth in theapplicable Award agreement. If an escrow arrangement is used,upon such expiration, the Company shall deliver to theParticipant, or his beneficiary, without charge, the stockcertificate evidencing the shares of Restricted Stock which havenot then been forfeited and with respect to which the RestrictedPeriod has expired (to the nearest full share) and any cashdividends or stock dividends credited to the Participant’saccount with respect to such Restricted Stock and the interestthereon, if any.     Upon the expiration of the Restricted Period with respect to anyoutstanding Restricted Stock Units, the Company shall deliver tothe Participant, or his beneficiary, without charge, one shareof Stock for each such outstanding Restricted Stock Unit(“Vested Unit”) and cash equal to any DividendEquivalents credited with respect to each such Vested Unit inaccordance with Section 9(a)(iv) hereof and the interestthereon or, at the discretion of the Committee, in shares ofStock having a Fair Market Value equal to such DividendEquivalents and interest thereon, if any; *provided,however,* that, if explicitly provided in the applicableAward agreement, the Committee may, in its sole discretion,elect to (i) pay cash or part cash and part Stock in lieuof delivering only shares of Stock for Vested Units or(ii) delay the delivery of Stock (or cash or part Stock andpart cash, as the case may be) beyond the expiration of theRestricted Period. If a cash payment is made in lieu ofdelivering shares of Stock, the amount of such payment shall beequal to the Fair Market Value of the Stock as of the date onwhich the Restricted Period lapsed with respect to such VestedUnit.     (e) **Stock Restrictions.** Each certificaterepresenting Restricted Stock awarded under the Plan shall beara legend substantially in the form of the following until thelapse of all restrictions with respect to such Stock as well asany other information the Company deems appropriate:          Transfer of this certificate and the shares represented hereby    is restricted pursuant to the terms of the SpectraSite, Inc.    2005 Incentive Plan and a Restricted Stock Purchase and Award    Agreement, dated as    of                     ,    between SpectraSite, Inc.    and                     .    A copy of such Plan and Agreement is on file at the offices of    SpectraSite, Inc.Stop transfer orders shall be entered with the Company’stransfer agent and registrar against the transfer of legendedsecurities.**10.****Stock Bonus Awards**The Committee may issue unrestricted Stock, or other Awardsdenominated in Stock, under the Plan to Eligible Persons, aloneor in tandem with other Awards, in such amounts and subject tosuch terms and conditions as the Committee shall from time totime in its sole discretion determine. A Stock Bonus Award underthe Plan shall be granted as, or in payment of, a bonus, or toprovide incentives or recognize special achievements orcontributions.
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**11.****Performance Compensation Awards**     (a) **General.** The Committee shall have the authority,at the time of grant of any Award described in Sections 7through 10 (other than Options and Stock Appreciation Rightsgranted with an exercise price or grant price, as the case maybe, equal to or greater than the Fair Market Value per share ofStock on the date of grant), to designate such Award as aPerformance Compensation Award in order to qualify such Award as“performance-based compensation” underSection 162(m) of the Code. In addition, the Committeeshall have the authority to make an award of a cash bonus to anyParticipant and designate such Award as a PerformanceCompensation Award in order to qualify such Award as“performance-based compensation” underSection 162(m).     (b) **Eligibility.** The Committee will, in its solediscretion, designate which Participants will be eligible toreceive Performance Compensation Awards in respect of suchPerformance Period. However, designation of a Participanteligible to receive an Award hereunder for a Performance Periodshall not in any manner entitle the Participant to receivepayment in respect of any Performance Compensation Award forsuch Performance Period. The determination as to whether or notsuch Participant becomes entitled to payment in respect of anyPerformance Compensation Award shall be decided solely inaccordance with the provisions of this Section 11.Moreover, designation of a Participant eligible to receive anAward hereunder for a particular Performance Period shall notrequire designation of such Participant eligible to receive anAward hereunder in any subsequent Performance Period anddesignation of one person as a Participant eligible to receivean Award hereunder shall not require designation of any otherperson as a Participant eligible to receive an Award hereunderin such period or in any other period.     (c) **Discretion of Committee with Respect to PerformanceCompensation Awards.** With regard to a particular PerformancePeriod, the Committee shall have full discretion to select thelength of such Performance Period (provided any such PerformancePeriod shall be not less than one (1) year in duration),the type(s) of Performance Compensation Awards to be issued, thePerformance Criteria that will be used to establish thePerformance Goal(s), the kind(s) and/or level(s) of thePerformance Goals(s) that is(are) to apply to the Company andthe Performance Formula. Within the first 90 days of aPerformance Period (or, if longer or shorter, within the maximumperiod allowed under Section 162(m) of the Code), theCommittee shall, with regard to the Performance CompensationAwards to be issued for such Performance Period, exercise itsdiscretion with respect to each of the matters enumerated in theimmediately preceding sentence of this Section 11(c) andrecord the same in writing.     (d) **Payment of Performance Compensation Awards**          (i) **Condition to Receipt of Payment.** Unless    otherwise provided in the applicable Award agreement, a    Participant must be employed by the Company on the last day of a    Performance Period to be eligible for payment in respect of a    Performance Compensation Award for such Performance Period.           (ii) **Limitation.** A Participant shall be eligible to    receive payment in respect of a Performance Compensation Award    only to the extent that: (A) the Performance Goals for such    period are achieved; and (B) the Performance Formula as    applied against such Performance Goals determines that all or    some portion of such Participant’s Performance Award has    been earned for the Performance Period.           (iii) **Certification.** Following the completion of a    Performance Period, the Committee shall review and certify in    writing whether, and to what extent, the Performance Goals for    the Performance Period have been achieved and, if so, calculate    and certify in writing that amount of the Performance    Compensation Awards earned for the period based upon the    Performance Formula. The Committee shall then determine the    actual size of each Participant’s Performance Compensation    Award for the Performance Period and, in so doing, may apply    Negative Discretion in accordance with Section 11(d)(iv)    hereof, if and when it deems appropriate.           (iv) **Use of Discretion.** In determining the actual    size of an individual Performance Award for a Performance    Period, the Committee may reduce or eliminate the amount of the    Performance Compensation Award earned under the Performance    Formula in the Performance Period through the use of Negative    Discretion if, in its sole judgment, such reduction or    elimination is appropriate. The Committee
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     shall not have the discretion to (a) grant or provide    payment in respect of Performance Compensation Awards for a    Performance Period if the Performance Goals for such Performance    Period have not been attained; or (b) increase a    Performance Compensation Award above the maximum amount payable    under Section 5(a) or Section 11(d)(vi) of the Plan.           (v) **Timing of Award Payments.** Performance    Compensation Awards granted for a Performance Period shall be    paid to Participants as soon as administratively practicable    following completion of the certifications required by this    Section 11.           (vi) **Maximum Award Payable.** Notwithstanding any    provision contained in this Plan to the contrary, the maximum    Performance Compensation Award payable to any one Participant    under the Plan for a Performance Period is 1,000,000 shares    of Stock or, in the event such Performance Compensation Award is    paid in cash, the equivalent cash value thereof on the first or    last day of the Performance Period to which such Award relates,    as determined by the Committee. The maximum amount that can be    paid in any calendar year to any Participant pursuant to a cash    bonus Award described in the last sentence of Section 11(a)    shall be $2,000,000. Furthermore, any Performance Compensation    Award that has been deferred shall not (between the date as of    which the Award is deferred and the payment date) increase    (A) with respect to Performance Compensation Award that is    payable in cash, by a measuring factor for each fiscal year    greater than a reasonable rate of interest set by the Committee    or (B) with respect to a Performance Compensation Award    that is payable in shares of Stock, by an amount greater than    the appreciation of a share of Stock from the date such Award is    deferred to the payment date.**12.****General**     (a) **Additional Provisions of an Award.** Awards to aParticipant under the Plan also may be subject to such otherprovisions (whether or not applicable to Awards granted to anyother Participant) as the Committee determines appropriate,including, without limitation, provisions (in addition to thoseprovisions of Section 9 providing for the payment ofdividends with respect to Restricted Stock and DividendEquivalents with respect to Restricted Stock Units) addingdividend equivalent rights or other protections to Participantsin respect of dividends paid on Stock underlying any Award,provisions for the forfeiture of or restrictions on resale orother disposition of shares of Stock acquired under any Award,provisions giving the Company the right to repurchase shares ofStock acquired under any Award in the event the Participantelects to dispose of such shares, provisions allowing theParticipant to elect to defer the receipt of payment in respectof Awards for a specified period or until a specified event, andprovisions to comply with Federal and state securities laws andFederal and state tax withholding requirements; provided,however, that any such deferral does not result in accelerationof taxability of an Award prior to receipt, or tax penalties,under Section 409A of the Code. Any such provisions shallbe reflected in the applicable Award agreement.     (b) **Privileges of Stock Ownership.** Except asotherwise specifically provided in the Plan, no person shall beentitled to the privileges of ownership in respect of shares ofStock which are subject to Awards hereunder until such shareshave been issued to that person.     (c) **Government and Other Regulations.** The obligationof the Company to settle Awards in Stock shall be subject to allapplicable laws, rules, and regulations, and to such approvalsby governmental agencies as may be required. Notwithstanding anyterms or conditions of any Award to the contrary, the Companyshall be under no obligation to offer to sell or to sell, andshall be prohibited from offering to sell or selling, any sharesof Stock pursuant to an Award unless such shares have beenproperly registered for sale pursuant to the Securities Act withthe Securities and Exchange Commission or unless the Company hasreceived an opinion of counsel, satisfactory to the Company,that such shares may be offered or sold without suchregistration pursuant to an available exemption therefrom andthe terms and conditions of such exemption have been fullycomplied with. The Company shall be under no obligation toregister for sale under the Securities Act any of the shares ofStock to be offered or sold under the Plan. If the shares ofStock offered for sale or sold under the Plan are offered orsold pursuant to an exemption from registration under theSecurities Act, the Company
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may restrict the transfer of such shares and may legend theStock certificates representing such shares in such manner as itdeems advisable to ensure the availability of any such exemption.     (d) **Tax Withholding.**          (i) A Participant may be required to pay to the Company or    any Affiliate, and the Company or any Affiliate shall have the    right and is hereby authorized to withhold from any shares of    Stock or other property deliverable under any Award or from any    compensation or other amounts owing to a Participant, the amount    (in cash, Stock or other property) of any required income tax    withholding and payroll taxes in respect of an Award, its    exercise, or any payment or transfer under an Award or under the    Plan and to take such other action as may be necessary in the    opinion of the Company to satisfy all obligations for the    payment of such withholding and taxes.           (ii) Without limiting the generality of clause (i)    above, the Committee may, in its sole discretion, permit a    Participant to satisfy, in whole or in part, the foregoing    withholding liability (but no more than the minimum required    withholding liability) by (A) the delivery of Mature Shares    owned by the Participant having a Fair Market Value equal to    such withholding liability or (B) having the Company    withhold from the number of shares of Stock otherwise issuable    pursuant to the exercise or settlement of the Award a number of    shares with a Fair Market Value equal to such withholding    liability.     (e) **Claim to Awards and Employment Rights.** Noemployee of the Company or an Affiliate, or other person, shallhave any claim or right to be granted an Award under the Planor, having been selected for the grant of an Award, to beselected for a grant of any other Award. Neither the Plan norany action taken hereunder shall be construed as giving anyParticipant any right to be retained in the employ or service ofthe Company or an Affiliate.     (f) **Designation and Change of Beneficiary.** EachParticipant may file with the Committee a written designation ofone or more persons as the beneficiary who shall be entitled toreceive the amounts payable with respect to an Award, if any,due under the Plan upon his death. A Participant may, from timeto time, revoke or change his beneficiary designation withoutthe consent of any prior beneficiary by filing a new designationwith the Committee. The last such designation received by theCommittee shall be controlling; *provided, however,* thatno designation, or change or revocation thereof, shall beeffective unless received by the Committee prior to theParticipant’s death, and in no event shall it be effectiveas of a date prior to such receipt. If no beneficiarydesignation is filed by a Participant, the beneficiary shall bedeemed to be his or her spouse or, if the Participant isunmarried at the time of death, his or her estate.     (g) **Payments to Persons Other Than Participants.** Ifthe Committee shall find that any person to whom any amount ispayable under the Plan is unable to care for his affairs becauseof illness or accident, or is a minor, or has died, then anypayment due to such person or his estate (unless a prior claimtherefor has been made by a duly appointed legal representative)may, if the Committee so directs the Company, be paid to hisspouse, child, relative, an institution maintaining or havingcustody of such person, or any other person deemed by theCommittee to be a proper recipient on behalf of such personotherwise entitled to payment. Any such payment shall be acomplete discharge of the liability of the Committee and theCompany therefor.     (h) **No Liability of Committee Members.** No member ofthe Committee shall be personally liable by reason of anycontract or other instrument executed by such member or on hisbehalf in his capacity as a member of the Committee nor for anymistake of judgment made in good faith, and the Company shallindemnify and hold harmless each member of the Committee andeach other employee, officer or director of the Company to whomany duty or power relating to the administration orinterpretation of the Plan may be allocated or delegated,against any cost or expense (including counsel fees) orliability (including any sum paid in settlement of a claim)arising out of any act or omission to act in connection with thePlan unless arising out of such person’s own fraud orwillful bad faith; *provided, however,* that approval ofthe Board shall be required for the payment of any amount insettlement of a claim against any such person. The foregoingright of indemnification shall not be exclusive of any otherrights of indemnification to which such persons may be entitledunder the Company’s Articles of Incorporation or By-Laws,as a matter of law, or otherwise, or any power that the Companymay have to indemnify them or hold them harmless.
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     (i) **Governing Law.** The Plan shall be governed by andconstrued in accordance with the internal laws of the State ofDelaware applicable to contracts made and performed whollywithin the State of Delaware.     (j) **Funding.** No provision of the Plan shall requirethe Company, for the purpose of satisfying any obligations underthe Plan, to purchase assets or place any assets in a trust orother entity to which contributions are made or otherwise tosegregate any assets, nor shall the Company maintain separatebank accounts, books, records or other evidence of the existenceof a segregated or separately maintained or administered fundfor such purposes. Participants shall have no rights under thePlan other than as unsecured general creditors of the Company,except that insofar as they may have become entitled to paymentof additional compensation by performance of services, theyshall have the same rights as other employees under general law.     (k) **Nontransferability.**          (i) Each Award shall be exercisable only by a Participant    during the Participant’s lifetime, or, if permissible under    applicable law, by the Participant’s legal guardian or    representative. No Award may be assigned, alienated, pledged,    attached, sold or otherwise transferred or encumbered by a    Participant other than by will or by the laws of descent and    distribution and any such purported assignment, alienation,    pledge, attachment, sale, transfer or encumbrance shall be void    and unenforceable against the Company or an Affiliate; provided    that the designation of a beneficiary shall not constitute an    assignment, alienation, pledge, attachment, sale, transfer or    encumbrance.           (ii) Notwithstanding the foregoing, the Committee may, in    its sole discretion, permit Awards other than Incentive Stock    Options to be transferred by a Participant, without    consideration, subject to such rules as the Committee may adopt    consistent with any applicable Award agreement to preserve the    purposes of the Plan, to:          (A) any person who is a “family member” of the    Participant, as such term is used in the instructions to    Form S-8 (collectively, the “Immediate Family    Members”);           (B) a trust solely for the benefit of the Participant and    his or her Immediate Family Members;           (C) a partnership or limited liability company whose only    partners or shareholders are the Participant and his or her    Immediate Family Members; or           (D) any other transferee as may be approved either    (a) by the Board or the Committee in its sole discretion,    or (b) as provided in the applicable Award agreement;(each transferee described in clauses (A), (B),(C) and (D) above is hereinafter referred to as a“Permitted Transferee”); *provided* that theParticipant gives the Committee advance written noticedescribing the terms and conditions of the proposed transfer andthe Committee notifies the Participant in writing that such atransfer would comply with the requirements of the Plan.          (iii) The terms of any Award transferred in accordance with    the immediately preceding sentence shall apply to the Permitted    Transferee and any reference in the Plan, or in any applicable    Award agreement, to a Participant shall be deemed to refer to    the Permitted Transferee, except that (A) Permitted    Transferees shall not be entitled to transfer any Award, other    than by will or the laws of descent and distribution; (B)    Permitted Transferees shall not be entitled to exercise any    transferred Option unless there shall be in effect a    registration statement on an appropriate form covering the    shares of Stock to be acquired pursuant to the exercise of such    Option if the Committee determines, consistent with any    applicable Award agreement, that such a registration statement    is necessary or appropriate; (C) the Committee or the    Company shall not be required to provide any notice to a    Permitted Transferee, whether or not such notice is or would    otherwise have been required to be given to the Participant    under the Plan or otherwise; and (D) the consequences of    the termination of the Participant’s employment by, or    services to, the Company or an Affiliate under the terms of the    Plan and the applicable Award agreement shall continue to be    applied with respect to the Participant, including, without    limitation, that an Option shall be exercisable by the Permitted    Transferee only to the extent, and for the periods, specified in    the Plan and the applicable Award agreement.
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     (l) **Reliance on Reports.** Each member of theCommittee and each member of the Board shall be fully justifiedin acting or failing to act, as the case may be, and shall notbe liable for having so acted or failed to act in good faith, inreliance upon any report made by the independent publicaccountant of the Company and its Affiliates and/or any otherinformation furnished in connection with the Plan by any personor persons other than himself.     (m) **Relationship to Other Benefits.** No payment underthe Plan shall be taken into account in determining any benefitsunder any pension, retirement, profit sharing, group insuranceor other benefit plan of the Company except as otherwisespecifically provided in such other plan.     (n) **Expenses.** The expenses of administering the Planshall be borne by the Company and Affiliates.     (o) **Pronouns.** Masculine pronouns and other words ofmasculine gender shall refer to both men and women.     (p) **Titles and Headings.** The titles and headings ofthe sections in the Plan are for convenience of reference only,and in the event of any conflict, the text of the Plan, ratherthan such titles or headings shall control.     (q) **Termination of Employment.** Unless an applicableAward agreement provides otherwise, for purposes of the Plan aperson who transfers from employment or service with the Companyto employment or service with an Affiliate or vice versa shallnot be deemed to have terminated employment or service with theCompany or an Affiliate.     (r) **Severability.** If any provision of the Plan orany Award agreement is or becomes or is deemed to be invalid,illegal, or unenforceable in any jurisdiction or as to anyperson or Award, or would disqualify the Plan or any Award underany law deemed applicable by the Committee, such provision shallbe construed or deemed amended to conform to the applicablelaws, or if it cannot be construed or deemed amended without, inthe determination of the Committee, materially altering theintent of the Plan or the Award, such provision shall bestricken as to such jurisdiction, person or Award and theremainder of the Plan and any such Award shall remain in fullforce and effect.**13.****Changes in Capital Structure**     Awards granted under the Plan and any agreements evidencing suchAwards, the maximum number of shares of Stock subject to allAwards stated in Section 5(a) and the maximum number ofshares of Stock with respect to which any one person may begranted Awards during any period stated in Sections 5(d) or11(d)(vi) shall be subject to adjustment or substitution, asdetermined by the Committee in its sole discretion, as to thenumber, price or kind of a share of Stock or other considerationsubject to such Awards or as otherwise determined by theCommittee to be equitable (i) in the event of changes inthe outstanding Stock or in the capital structure of the Companyby reason of stock or extraordinary cash dividends, stocksplits, reverse stock splits, recapitalization, reorganizations,mergers, consolidations, combinations, exchanges, or otherrelevant changes in capitalization occurring after the Date ofGrant of any such Award or (ii) in the event of any changein applicable laws or any change in circumstances which resultsin or would result in any substantial dilution or enlargement ofthe rights granted to, or available for, Participants, or whichotherwise warrants equitable adjustment because it interfereswith the intended operation of the Plan. Any adjustment inIncentive Stock Options under this Section 13 shall be madeonly to the extent not constituting a “modification”within the meaning of Section 424(h)(3) of the Code, andany adjustments under this Section 13 shall be made in amanner which does not adversely affect the exemption providedpursuant to Rule 16b-3 under the Exchange Act. Further,with respect to Awards intended to qualify as“performance-based compensation” underSection 162(m) of the Code, such adjustments orsubstitutions shall be made only to the extent that theCommittee determines that such adjustments or substitutions maybe made without causing the Company to be denied a tax deductionon account of Section 162(m) of the Code. The Company shallgive each Participant notice of an adjustment hereunder and,upon notice, such adjustment shall be conclusive and binding forall purposes.
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     Notwithstanding the above, in the event of any of the following:          A. The Company is merged or consolidated with another    corporation or entity and, in connection therewith,    consideration is received by shareholders of the Company in a    form other than stock or other equity interests of the surviving    entity;           B. All or substantially all of the assets of the Company    are acquired by another person;           C. The reorganization or liquidation of the Company; or           D. The Company shall enter into a written agreement to    undergo an event described in clauses A, B or C above,then the Committee may, in its discretion and upon at least10 days advance notice to the affected persons, cancel anyoutstanding Awards and cause the holders thereof to be paid, incash or stock, or any combination thereof, the value of suchAwards based upon the price per share of Stock received or to bereceived by other shareholders of the Company in the event. Theterms of this Section 13 may be varied by the Committee inany particular Award agreement.**14.****Effect of Change in Control**     (a) Except to the extent provided in a particular Awardagreement:          (i) In the event of a Change in Control, notwithstanding    any provision of the Plan to the contrary, all Options and SARs    shall become immediately exercisable with respect to    100 percent of the shares subject to such Option or SAR,    and the Restricted Period shall expire immediately with respect    to 100 percent of such shares of Restricted Stock or    Restricted Stock Units (including a waiver of any applicable    Performance Goals) and, to the extent practicable, such    acceleration of exercisability and expiration of the Restricted    Period (as applicable) shall occur in a manner and at a time    which allows affected Participants the ability to participate in    the Change in Control transaction with respect to the Stock    subject to their Awards.           (ii) In the event of a Change in Control, all incomplete    Performance Periods in effect on the date the Change in Control    occurs shall end on the date of such change, and the Committee    shall (A) determine the extent to which Performance Goals    with respect to each such Award Period have been met based upon    such audited or unaudited financial information then available    as it deems relevant, (B) cause to be paid to each    Participant partial or full Awards with respect to Performance    Goals for each such Award Period based upon the Committee’s    determination of the degree of attainment of Performance Goals    which Awards may be adjusted, at the discretion of the    Committee, to reflect the portion of the Award Period occurring    before such Change in Control, and (C) cause all previously    deferred Awards to be settled in full as soon as possible,    provided, however, that any such payment does not result in    acceleration of taxability of an Award prior to receipt, or tax    penalties, under Section 409A of the Code.     (b) In addition, in the event of a Change in Control, theCommittee may in its discretion and upon at least10 days’ advance notice to the affected persons,cancel any outstanding Awards and pay to the holders thereof, incash or stock, or any combination thereof, the value of suchAwards based upon the price per share of Stock received or to bereceived by other shareholders of the Company in the event.     (c) The obligations of the Company under the Plan shall bebinding upon any successor corporation or organization resultingfrom the merger, consolidation or other reorganization of theCompany, or upon any successor corporation or organizationsucceeding to substantially all of the assets and business ofthe Company. The Company agrees that it will make appropriateprovisions for the preservation of Participants’ rightsunder the Plan in any agreement or plan which it may enter intoor adopt to effect any such merger, consolidation,reorganization or transfer of assets.
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**15.****Nonexclusivity of the Plan**     Neither the adoption of this Plan by the Board nor thesubmission of this Plan to the stockholders of the Company forapproval shall be construed as creating any limitations on thepower of the Board to adopt such other incentive arrangements asit may deem desirable, including, without limitation, thegranting of stock options otherwise than under this Plan, andsuch arrangements may be either applicable generally or only inspecific cases.**16.****Amendments and Termination**     (a) **Amendment and Termination of the Plan.** The Boardmay amend, alter, suspend, discontinue, or terminate the Plan orany portion thereof at any time; *provided,* that no suchamendment, alteration, suspension, discontinuation ortermination shall be made without shareholder approval if suchapproval is necessary to comply with any tax or regulatoryrequirement applicable to the Plan (including as necessary tocomply with any applicable stock exchange listing requirement orto prevent the Company from being denied a tax deduction onaccount of Section 162(m) of the Code); and *provided,further,* that any such amendment, alteration, suspension,discontinuance or termination that would impair the rights ofany Participant or any holder or beneficiary of any Awardtheretofore granted shall not to that extent be effectivewithout the consent of the affected Participant, holder orbeneficiary. The expiration date of the Plan is the tenthanniversary of the Effective Date, as described inSection 3 of the Plan.     (b) **Amendment of Award Agreements.** The Committeemay, to the extent consistent with the terms of any applicableAward agreement, waive any conditions or rights under, amend anyterms of, or alter, suspend, discontinue, cancel or terminate,any Award theretofore granted or the associated Award agreement,prospectively or retroactively; provided that any such waiver,amendment, alteration, suspension, discontinuance, cancellationor termination that would impair the rights of any Participantor any holder or beneficiary of any Award theretofore grantedshall not to that extent be effective without the consent of theaffected Participant, holder or beneficiary; and *provided,further,* that, without stockholder approval, (i) noamendment or modification may reduce the Option Price of anyOption or the Strike Price of any SAR, (ii) the Committeemay not cancel any outstanding Option or SAR and replace it witha new Option or SAR (with a lower Option Price or Strike Price,as the case may be) in a manner which would either (A) bereportable on the Company’s proxy statement as Optionswhich have been “repriced” (as such term is used inItem 402 of Regulation S-K promulgated under theExchange Act), or (B) result in any “repricing”for financial statement reporting purposes and (iii) theCommittee may not take any other action which is considered a“repricing” for purposes of the shareholder approvalrules of any applicable stock exchange.     (c) **Section 162(m) Reapproval**     The provisions of the Plan regarding Performance CompensationAwards shall be disclosed and reapproved by stockholders of theCompany no later than the first stockholder meeting that occursin the fifth year following the year that stockholderspreviously approved such provisions, in order for PerformanceCompensation Awards granted after such time to be exempt fromthe deduction limitations of Section 162(m) of the Code.Nothing in this Section 16(c), however, shall affect thevalidity of Performance Compensation Awards granted after suchtime if such stockholder approval has not been sought.* * *As adopted by the Board of Directors ofSpectraSite, Inc. at a meeting heldon                     .
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