Exhibit 10.1
 
 XO Holdings, Inc.
2009 Annual Executive Bonus Plan
 I. Overview
 XOH Company
 II. Plan Administration
 Compensation Committee
 III. Bonus Period
 Bonus Period
 IV. Eligibility Requirements
 all
 
    
    Designated as eligible to participate by the Compensation Committee;
    
    Occupies an eligible position for a minimum of three consecutive months during the
applicable Bonus Period;
    
    Renders overall satisfactory work performance; and
    
    On XOHs payroll and actively employed on the date of the Plan bonus payment,
which, if applicable, will occur during the subsequent fiscal year.
 participant




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2009 Annual Executive Bonus Plan
    
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  
    
    Executive officers hired, rehired or moved into a bonus-eligible
position on or after October 1 of the Bonus Period;
    
    Otherwise-eligible executive officers who either voluntarily or
involuntarily discontinue employment at XOH prior to the date of any
bonus payment; and/or
    
    Any person, regardless of his or her position or title, to the
extent not designated as eligible to participate by the Compensation
Committee.
 V. Plan Funding Level and Corporate Goals
 PFL
 VI. Individual Performance Goals




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2009 Annual Executive Bonus Plan
    
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  VII. Annual Bonus Target and Determination of Individual Awards
 ABT
   VIII. COMPUTATION AND DISBURSEMENT OF FUNDS
  IX. Administration Rules and Definitions
 Eligible Base Salary
  
    
    In cases of grade/target change that occur during the Bonus
Period, the base salary in effect at the end of each time period will be
used to compute the target bonus award for each respective portion of the
Bonus Period.
    
    In cases of changes in work schedule, (i.e., 35 to 40 hours or
vice versa), the base salary in effect at the end of each time period
will be used to compute the annual target bonus award.




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2009 Annual Executive Bonus Plan
    
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 Prorated Bonus Awards
  
    
    New Hires and Rehires Bonus award will be prorated based upon
the number of months employed during the Bonus Period. For example, a
participant initially hired on July 1st would be eligible for
50% of the annual bonus award. In the case of rehires, there is no
credit for prior service and the rehire date must occur prior to October
1st in order for the participant to be eligible under the Plan
for the Bonus Period.
    
    Leaves of Absence Time taken during a leave of absence is not
credited toward eligibility for a bonus award; therefore, awards will be
prorated for the length of time on leave of absence. Furthermore, bonus
payments are not considered earned and payable unless and until the
participant returns to work, with the exception of Military Leave. If
the leave of absence lasts nine months or more during the Bonus Period,
the participant will not have met the three-month eligibility required to
earn a bonus for that Bonus Period.
    
    Promotions and Demotions If the action results in a movement
from one bonus-eligible position to another bonus-eligible position (with
either a higher or lower bonus target) a pro-rated bonus award will be
calculated. The bonus award will be calculated separately by factoring
the time in each bonus eligible position by the corresponding bonus
target and base pay during the participants tenure in each position.
However, if a participant is both promoted and later demoted during the
Bonus Period, the participants entire bonus eligibility and bonus target
percent will be determined by the lower grade.
    
    Status Change
 o
    
    Change in employment status The bonus award is not
payable unless the participant has occupied a bonus-eligible
position for at least three months during the Bonus Period
and meets all eligibility criteria during the last full
quarter of the Bonus Period, i.e., from Oct 1st
through December 31st. The bonus award will be
based upon the base salary in effect at the end of the
applicable time period and the annual bonus target while in the bonus-eligible position.




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2009 Annual Executive Bonus Plan
    
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 o
    
    Bonus-eligible position to a non-bonus eligible position
The bonus award is prorated based upon the time in a
bonus-eligible position as long as the participant was in
the position for a minimum of three months during the Bonus
Period. A participant must occupy a bonus-eligible position
prior to October 1st in order to be eligible to
receive a bonus payment for the Bonus Period.o
    
    Non-bonus-eligible position to a bonus-eligible position
The bonus award will be prorated based on the time worked,
the corresponding bonus target, and the salary in effect at
the end of the period while in the bonus-eligible position
as long as the participant was in the eligible position for
a minimum of three months during the Bonus Period. A
participant must move into the bonus-eligible position prior
to October 1st in order to be eligible to receive
a bonus payment for the Bonus Period.
 If pro-rated awards are granted, the awards shall be paid within 30 days
following the final approval of bonus awards for the Bonus Period, but not
later than December 31, 2010.
 Termination
  Other
 at will




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2009 Annual Executive Bonus Plan
    
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  XOH determines, at its sole discretion, whether bonuses will be paid. XOH
reserves the right to amend and/or terminate this or any other bonus, reward,
and recognition plan at any time without notice. This Plan is not a promise,
guarantee, announcement, contract or agreement that a bonus will be paid, nor
is it a contract of employment.