EX-10.1



 











Exhibit 10.1




SPECTRASITE, INC. 2005 INCENTIVE PLAN






		
	1.	
    Purpose



     
The purpose of the Plan is to provide a means through which the
Company and its Affiliates may attract able persons to enter and
remain in the employ of the Company and its Affiliates and to
provide a means whereby employees, directors and consultants of
the Company and its Affiliates can acquire and maintain Common
Stock ownership, or be paid incentive compensation measured by
reference to the value of Common Stock, thereby strengthening
their commitment to the welfare of the Company and its
Affiliates and promoting an identity of interest between
stockholders and these persons.



     
So that the appropriate incentive can be provided, the Plan
provides for granting Incentive Stock Options, Nonqualified
Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Stock Bonuses and Performance
Compensation Awards, or any combination of the foregoing.






		
	2.	
    Definitions



     
The following definitions shall be applicable throughout the
Plan.



     
(a) “Affiliate” means any entity that directly or
indirectly is controlled by, controls or is under common control
with the Company.



     
(b) “Award” means, individually or collectively,
any Incentive Stock Option, Nonqualified Stock Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit,
Stock Bonus or Performance Compensation Award granted under the
Plan.



     
(c) “Board” means the Board of Directors of the
Company.



     
(d) “Cause” means the Company or an Affiliate
having “cause” to terminate a Participant’s
employment or service, as defined in any existing employment,
consulting or any other agreement between the Participant and
the Company or an Affiliate or, in the absence of such an
employment, consulting or other agreement, upon (i) the
determination by the Committee that the Participant has ceased
to perform his duties to the Company, or an Affiliate (other
than as a result of his incapacity due to physical or mental
illness or injury), which failure amounts to an intentional and
extended neglect of his duties to such party, (ii) the
Committee’s determination that the Participant has engaged
or is about to engage in conduct materially injurious to the
Company or an Affiliate, (iii) the Participant having been
convicted of, or plead guilty or no contest to, a felony or any
crime involving as a material element fraud or dishonesty,
(iv) the failure of the Participant to follow the lawful
instructions of the Board or his direct superiors or (v) in
the case of a Participant who is a non-employee director, the
Participant ceasing to be a member of the Board in connection
with the Participant engaging in any of the activities described
in clauses (i) through (iv) above.



     
(e) “Change in Control” shall, unless in the case
of a particular Award the applicable Award agreement states
otherwise or contains a different definition of “Change in
Control,” 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 of
1986, as amended. Reference in the Plan to any section of the
Code shall be deemed to include any amendments or successor
provisions to such section and any regulations under such
section.



     
(g) “Committee” means a committee of at least two
people as the Board may appoint to administer the Plan or, if no
such committee has been appointed by the Board, the Board.
Unless the Board is acting as the Committee or the Board
specifically determines otherwise, each member of the Committee
shall, at the time he takes any action with respect to an Award
under the Plan, be an Eligible Director. However, the fact that
a Committee member shall fail to qualify as an Eligible Director
shall not invalidate any Award granted by the Committee which
Award is otherwise validly granted under the Plan.



     
(h) “Common Stock” means the common stock, par
value $0.01 per share, of the Company and any stock into
which such common stock may be converted or into which it may be
exchanged.



     
(i) “Company” means SpectraSite, Inc. and any
successor thereto.



     
(j) “Date of Grant” means the date on which the
granting of an Award is authorized, or such other date as may be
specified 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 a
particular Award the applicable Award agreement states
otherwise, the Company or an Affiliate having cause to terminate
a Participant’s employment or service on account of
“disability,” as defined in any existing employment,
consulting or other similar agreement between the Participant
and the Company or an Affiliate or, in the absence of such an
employment, consulting or other agreement, a condition entitling
the Participant to receive benefits under a long-term disability
plan of the Company or an Affiliate or, in the absence of such a
plan, the complete and permanent inability by reason of illness
or accident to perform the duties of the occupation at which a
Participant was employed or served when such disability
commenced, as determined by the Committee based upon medical
evidence 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 meaning
of Rule 16b-3 under the Exchange Act, or a person meeting
any similar requirement under any successor rule or regulation
and (ii) an “outside director” within the meaning
of Section 162(m) of the Code, and the Treasury Regulations
promulgated thereunder; provided, however, that
clause (ii) shall apply only with respect to grants of
Awards with respect to which the Company’s tax deduction
could be limited by Section 162(m) of the Code if such
clause did not apply.



     
(n) “Eligible Person” means any
(i) individual regularly employed by the Company or
Affiliate who satisfies all of the requirements of
Section 6; provided, however, that no such employee
covered by a collective bargaining agreement shall be an
Eligible Person unless and to the extent that such eligibility
is set forth in such collective bargaining agreement or in an
agreement or instrument relating thereto; (ii) director of
the Company or an Affiliate; or (iii) consultant or advisor
to the Company or an Affiliate who may be offered securities
pursuant to Form S-8.



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(o) “Exchange Act” means the Securities Exchange
Act of 1934, as amended.



     
(p) “Fair Market Value, on a given date means
(i) if the Stock is listed on a national securities
exchange, the average of the highest and lowest sale prices
reported as having occurred on the primary exchange with which
the 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 last
preceding date on which such a sale was reported; (ii) if
the Stock is not listed on any national securities exchange but
is quoted in the Nasdaq National Market (the “Nasdaq”)
on a last sale basis, the average between the high bid price and
low ask price reported on the date prior to such date, or, if
there is no such sale on that date, then on the last preceding
date on which a sale was reported; or (iii) if the Stock is
not listed on a national securities exchange nor quoted in the
Nasdaq on a last sale basis, the amount determined by the
Committee to be the fair market value based upon a good faith
attempt to value the Stock accurately and computed in accordance
with applicable regulations of the Internal Revenue Service.



     
(q) “Incentive Stock Option” means an Option
granted by the Committee to a Participant under the Plan which
is designated by the Committee as an incentive stock option as
described in Section 422 of the Code and otherwise meets
the requirements set forth herein.



     
(r) “Mature Shares” means shares of Stock owned
by a Participant which are not subject to any pledge or other
security interest and have either been held by the Participant
for six months (if, and only if, required to avoid adverse
accounting treatment), previously acquired by the Participant on
the open market or meet such other requirements as the Committee
may determine are necessary in order to avoid an accounting
earnings charge on account of the use of such shares to pay the
Option Price or satisfy a withholding obligation in respect of
an Option.



     
(s) “Negative Discretion” shall mean the
discretion authorized by the Plan to be applied by the Committee
to eliminate or reduce the size of a Performance Compensation
Award in accordance with Section 11(d)(iv) of the Plan;
provided, that the exercise of such discretion would not
cause the Performance Compensation Award to fail to qualify as
“performance-based compensation” under
Section 162(m) of the Code.



     
(t) “Nonqualified Stock Option” means an Option
granted by the Committee to a Participant under the Plan which
is not designated by the Committee as an Incentive Stock Option.



     
(u) “Option” means an Award granted under
Section 7 of the Plan.



     
(v) “Option Period” means the period described in
Section 7(c) of the Plan.



     
(w) “Option Price” means the exercise price for
an Option as described in Section 7(a) of the Plan.



     
(x) “Participant” means an Eligible Person who
has been selected by the Committee to participate in the Plan
and to receive an Award pursuant to Section 6 of the Plan.



     
(y) “Parent” means any parent of the Company as
defined in Section 424(e) of the Code.



     
(z) “Performance Compensation Award” shall mean
any Award designated by the Committee as a Performance
Compensation Award pursuant to Section 11 of the Plan.



     
(aa) “Performance Criteria” shall mean the
criterion or criteria that the Committee shall select for
purposes of establishing the Performance Goal(s) for a
Performance Period with respect to any Performance Compensation
Award under the Plan. The Performance Criteria that will be used
to establish the Performance Goal(s) shall be based on the
attainment of specific levels of performance of the Company (or
Affiliate, division or operational unit of the Company) and
shall 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 an
absolute or relative basis to measure the performance of the
Company and/or an Affiliate as a whole or any business unit of
the Company and/or an Affiliate or any combination thereof, as
the Committee may deem appropriate, or any of the above
Performance Criteria as compared to the performance of a group
of comparator companies, or published or special index that the
Committee, in its sole discretion, deems appropriate, or the
Company may select Performance Criterion (xi) above as
compared to various stock market indices. The Committee also has
the authority to provide for accelerated vesting of any Award
based on the achievement of Performance Goals pursuant to the
Performance Criteria specified in this paragraph. To the extent
required under Section 162(m) of the Code, the Committee
shall, within the first 90 days of a Performance Period
(or, if longer or shorter, within the maximum period allowed
under Section 162(m) of the Code), define in an objective
fashion the manner of calculating the Performance Criteria it
selects to use for such Performance Period. In the event that
applicable tax and/or securities laws change to permit Committee
discretion to alter the governing Performance Criteria without
obtaining stockholder approval of such changes, the Committee
shall have sole discretion to make such changes without
obtaining stockholder approval.



     
(bb) “Performance Formula” shall mean, for a
Performance Period, the one or more objective formulas applied
against the relevant Performance Goal to determine, with regard
to the Performance Compensation Award of a particular
Participant, whether all, some portion but less than all, or
none of the Performance Compensation Award has been earned for
the Performance Period.



     
(cc) “Performance Goals” shall mean, for a
Performance Period, the one or more goals established by the
Committee for the Performance Period based upon the Performance
Criteria. The Committee is authorized at any time during the
first 90 days of a Performance Period (or, if longer or
shorter, within the maximum period allowed under
Section 162(m) of the Code), or at any time thereafter, in
its sole and absolute discretion, to adjust or modify the
calculation of a Performance Goal for such Performance Period in
order to prevent the dilution or enlargement of the rights of
Participants 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 or
more periods of time not less than one (1) year in
duration, as the Committee may select, over which the attainment
of one or more Performance Goals will be measured for the
purpose of determining a Participant’s right to, and the
payment of, a Performance Compensation Award.



     
(ee) “Plan” means this SpectraSite, Inc. 2005
Incentive Plan.



     
(ff) “Prior Plan” means the SpectraSite, Inc.
2003 Equity Incentive Plan.



     
(gg) “Restricted Period” means, with respect to
any Award of Restricted Stock or any Restricted Stock Unit, the
period of time determined by the Committee during which such
Award is subject to the restrictions set forth in Section 9
or, as applicable, the period of time within which performance
is measured for purposes of determining whether an Award has
been earned.



     
(hh) “Restricted Stock Unit” means a hypothetical
investment equivalent to one share of Stock granted in
connection with an Award made under Section 9.



     
(ii) “Restricted Stock” means shares of Stock
issued or transferred to a Participant subject to forfeiture and
the other restrictions set forth in Section 9 of the Plan.



     
(jj) “Securities Act” means the Securities Act of
1933, as amended.



     
(kk) “Stock” means the Common Stock or such other
authorized shares of stock of the Company as the Committee may
from time to time authorize for use under the Plan.



     
(ll) “Stock Appreciation Right” or
“SAR” means an Award granted under Section 8 of
the Plan.



     
(mm) “Stock Bonus” means an Award granted under
Section 10 of the Plan.



     
(nn) “Stock Option Agreement” means any agreement
between the Company and a Participant who has been granted an
Option pursuant to Section 7 which defines the rights and
obligations of the parties thereto.



     
(oo) “Strike Price” means, (i) in the case
of a SAR granted in tandem with an Option, the Option Price of
the related Option, or (ii) in the case of a SAR granted
independent of an Option, the Fair Market Value on the Date of
Grant.



     
(pp) “Subsidiary” means any subsidiary of the
Company as defined in Section 424(f) of the Code.



     
(qq) “Substitution Award” means an Award that is
intended to replace any existing incentive award held by an
employee or director of, or consultant or advisor to, an entity
acquired by the Company or an Affiliate of the Company. The
terms and conditions of any Substitution Award shall be set
forth in an Award agreement and shall, except as may be
inconsistent with any provision of the Plan, to the extent
practicable provide the recipient with benefits (including
economic value) substantially similar to those provided to the
recipient under the existing award which such Substitution Award
is intended to replace.



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(rr) “Vested Unit” shall have the meaning
ascribed thereto in Section 9(d) of the Plan.



     
(ss) “Voting Stock” of a person means all classes
of capital stock or other interests, including partnership
interests, of such person then outstanding and normally
entitled, without regard to the occurrence of any contingency,
to vote in the election of directors, managers, or trustee
thereof.






		
	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 Awards
granted pursuant to the Plan is contingent upon approval of the
Plan by the shareholders of the Company in a manner intended to
comply with the shareholder approval requirements of
Section 162(m) of the Code and of the New York Stock
Exchange. No Option shall be treated as an Incentive Stock
Option unless the Plan has been approved by the shareholders of
the Company in a manner intended to comply with the shareholder
approval requirements of Section 422(b)(i) of the Code;
provided, that any Option intended to be an Incentive
Stock Option shall not fail to be effective solely on account of
a failure to obtain such approval, but rather such Option shall
be treated as a Nonqualified Stock Option unless and until such
approval is obtained.



     
The expiration date of the Plan, on and after which no Awards
may be granted hereunder, shall be the tenth anniversary of the
Effective Date; provided, however, that such expiration
shall not affect Awards then outstanding, and the terms and
conditions of the Plan shall continue to apply to such Awards.






		
	4.	
    Administration



     
(a) The Committee shall administer the Plan. The majority
of the members of the Committee shall constitute a quorum. The
acts of a majority of the members present at any meeting at
which a quorum is present or acts approved in writing by a
majority of the Committee shall be deemed the acts of the
Committee.



     
(b) Subject to the provisions of the Plan and applicable
law, the Committee shall have the power, and in addition to
other express powers and authorizations conferred on the
Committee by the Plan, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to
a Participant; (iii) determine the number of shares of
Stock to be covered by, or with respect to which payments,
rights, or other matters are to be calculated in connection
with, Awards; (iv) determine the terms and conditions of
any Award; (v) determine whether, to what extent, and under
what circumstances Awards may be settled or exercised in cash,
shares of Stock, other securities, other Awards or other
property, or canceled, forfeited, or suspended and the method or
methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended; (vi) determine whether, to what
extent, and under what circumstances the delivery of cash,
Stock, other securities, other Options, other property and other
amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or
of the Committee; (vii) interpret, administer, reconcile
any inconsistency, correct any defect and/or supply any omission
in the Plan and any instrument or agreement relating to, or
Award granted under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations; (ix) appoint
such agents as it shall deem appropriate for the proper
administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems
necessary or desirable for the administration of the Plan.



     
(c) Notwithstanding the foregoing, the committee may
delegate to any officer of the Company or any Affiliate the
authority to act on behalf of the Committee with respect to any
matter, right, obligation, or election which is the
responsibility of or which is allocated to the Committee herein,
and which may be so delegated as a matter of law, except for
grants of Awards to (i) “covered employees” under
Code Section 162(m) and (ii) persons subject to
Section 16 of the 1934 Act.



     
(d) Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations, and other
decisions under or with respect to the Plan or any Award or any
documents evidencing Awards granted pursuant to the Plan shall
be within the sole discretion of the Committee, may be made at
any time



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and shall be final, conclusive and binding upon all parties,
including, without limitation, the Company, any Affiliate, any
Participant, any holder or beneficiary of any Award, and any
shareholder.



     
(e) No member of the Committee shall be liable for any
action or determination made in good faith with respect to the
Plan 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 Stock
Units, Stock Bonuses and/or Performance Compensation Awards to
one 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 have
entered into an Award agreement or who have received written
notification from the Committee, or from a person designated by
the Committee, that they have been selected to participate in
the Plan.






		
	7.	
    Options



     
The Committee is authorized to grant one or more Incentive Stock
Options or Nonqualified Stock Options to any Eligible Person;
provided, however, that no Incentive Stock Option shall
be granted to any Eligible Person who is not an employee of the
Company or a Parent or Subsidiary. Each Option so granted shall
be subject to the conditions set forth in this Section 7,
or to such other conditions as may be reflected in the
applicable Stock Option Agreement.



     
(a) Option Price. The exercise price (“Option
Price”) per share of Stock for each Option which is not a
Substitution Award shall be set by the Committee at the time of
grant but shall not be less than the Fair Market Value of a
share of Stock on the Date of Grant.



     
(b) Manner of Exercise and Form of Payment. No
shares of Stock shall be delivered pursuant to any exercise of
an Option until payment in full of the Option Price therefor is
received by the Company. Options which have become exercisable
may be exercised by delivery of written notice of exercise to
the Committee accompanied by payment of the Option Price. The
Option Price shall be payable (i) in cash, check, cash
equivalent and/or shares of Stock valued at the Fair Market
Value at the time the Option is exercised (including by means of
attestation of ownership of a sufficient number of shares of
Stock in lieu of actual



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delivery of such shares to the Company); provided, that
such shares of Stock are Mature Shares; (ii) in the
discretion of the Committee, either (A) in other property
having a fair market value on the date of exercise equal to the
Option Price or (B) by delivering to the Committee a copy
of irrevocable instructions to a stockbroker to deliver promptly
to 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 Participant
be permitted to exercise an Option in the manner described in
clause (ii) or (iii) of the preceding sentence if the
Committee determines that exercising an Option in such manner
would violate the Sarbanes-Oxley Act of 2002, or any other
applicable law or the applicable rules and regulations of the
Securities and Exchange Commission or the applicable rules and
regulations of any securities exchange or inter dealer quotation
system on which the securities of the Company or any Affiliates
are listed or traded.



     
(c) Vesting, Option Period and Expiration. Options
shall vest and become exercisable in such manner and on such
date or dates determined by the Committee and shall expire after
such period, not to exceed ten years, as may be determined by
the Committee (the “Option Period”); provided,
however, that notwithstanding any vesting dates set by the
Committee, the Committee may, in its sole discretion, accelerate
the exercisability of any Option, which acceleration shall not
affect the terms and conditions of such Option other than with
respect to exercisability. If an Option is exercisable in
installments, such installments or portions thereof which become
exercisable shall remain exercisable until the Option expires.



     
(d) Stock Option Agreement — Other Terms and
Conditions. Each Option granted under the Plan shall be
evidenced by a Stock Option Agreement. Except as specifically
provided otherwise in such Stock Option Agreement, each Option
granted under the Plan shall be subject to the following terms
and 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



A-8







 


		
	 	
    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 in
this Section 7, if an Incentive Stock Option is granted to
a Participant who owns stock representing more than ten percent
of the voting power of all classes of stock of the Company or of
a Subsidiary or Parent, the Option Period shall not exceed five
years from the Date of Grant of such Option and the Option Price
shall be at least 110 percent of the Fair Market Value (on
the Date of Grant) of the Stock subject to the Option.



     
(f) $100,000 Per Year Limitation for Incentive Stock
Options. To the extent the aggregate Fair Market Value
(determined as of the Date of Grant) of Stock for which
Incentive Stock Options are exercisable for the first time by
any Participant during any calendar year (under all plans of the
Company) exceeds $100,000, such excess Incentive Stock Options
shall be treated as Nonqualified Stock Options.






		
	8.	
    Stock Appreciation Rights



     
Any Option granted under the Plan may include SARs, either at
the Date of Grant or, except in the case of an Incentive Stock
Option, by subsequent amendment. The Committee also may award
SARs to Eligible Persons independent of any Option. A SAR shall
be subject to such terms and conditions not inconsistent with
the Plan as the Committee shall impose, including, but not
limited 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 Stock
Units.






		
	 	     
    (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



A-9







 


		
	 	
    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.



A-10







 






		
	 	     
    (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 of
Restricted Stock and Restricted Stock Units shall commence on
the Date of Grant and shall expire from time to time as to that
part of the Restricted Stock and Restricted Stock Units
indicated in a schedule established by the Committee in the
applicable Award agreement.



     
(d) Delivery of Restricted Stock and Settlement of
Restricted Stock Units. Upon the expiration of the
Restricted Period with respect to any shares of Restricted
Stock, the restrictions set forth in Section 9(b) and the
applicable Award agreement shall be of no further force or
effect with respect to such shares, except as set forth in the
applicable Award agreement. If an escrow arrangement is used,
upon such expiration, the Company shall deliver to the
Participant, or his beneficiary, without charge, the stock
certificate evidencing the shares of Restricted Stock which have
not then been forfeited and with respect to which the Restricted
Period has expired (to the nearest full share) and any cash
dividends or stock dividends credited to the Participant’s
account with respect to such Restricted Stock and the interest
thereon, if any.



     
Upon the expiration of the Restricted Period with respect to any
outstanding Restricted Stock Units, the Company shall deliver to
the Participant, or his beneficiary, without charge, one share
of Stock for each such outstanding Restricted Stock Unit
(“Vested Unit”) and cash equal to any Dividend
Equivalents credited with respect to each such Vested Unit in
accordance with Section 9(a)(iv) hereof and the interest
thereon or, at the discretion of the Committee, in shares of
Stock having a Fair Market Value equal to such Dividend
Equivalents and interest thereon, if any; provided,
however, that, if explicitly provided in the applicable
Award agreement, the Committee may, in its sole discretion,
elect to (i) pay cash or part cash and part Stock in lieu
of delivering only shares of Stock for Vested Units or
(ii) delay the delivery of Stock (or cash or part Stock and
part cash, as the case may be) beyond the expiration of the
Restricted Period. If a cash payment is made in lieu of
delivering shares of Stock, the amount of such payment shall be
equal to the Fair Market Value of the Stock as of the date on
which the Restricted Period lapsed with respect to such Vested
Unit.



     
(e) Stock Restrictions. Each certificate
representing Restricted Stock awarded under the Plan shall bear
a legend substantially in the form of the following until the
lapse of all restrictions with respect to such Stock as well as
any 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’s
transfer agent and registrar against the transfer of legended
securities.






		
	10.	
    Stock Bonus Awards




The Committee may issue unrestricted Stock, or other Awards
denominated in Stock, under the Plan to Eligible Persons, alone
or in tandem with other Awards, in such amounts and subject to
such terms and conditions as the Committee shall from time to
time in its sole discretion determine. A Stock Bonus Award under
the Plan shall be granted as, or in payment of, a bonus, or to
provide incentives or recognize special achievements or
contributions.



A-11







 






		
	11.	
    Performance Compensation Awards



     
(a) General. The Committee shall have the authority,
at the time of grant of any Award described in Sections 7
through 10 (other than Options and Stock Appreciation Rights
granted with an exercise price or grant price, as the case may
be, equal to or greater than the Fair Market Value per share of
Stock on the date of grant), to designate such Award as a
Performance Compensation Award in order to qualify such Award as
“performance-based compensation” under
Section 162(m) of the Code. In addition, the Committee
shall have the authority to make an award of a cash bonus to any
Participant and designate such Award as a Performance
Compensation Award in order to qualify such Award as
“performance-based compensation” under
Section 162(m).



     
(b) Eligibility. The Committee will, in its sole
discretion, designate which Participants will be eligible to
receive Performance Compensation Awards in respect of such
Performance Period. However, designation of a Participant
eligible to receive an Award hereunder for a Performance Period
shall not in any manner entitle the Participant to receive
payment in respect of any Performance Compensation Award for
such Performance Period. The determination as to whether or not
such Participant becomes entitled to payment in respect of any
Performance Compensation Award shall be decided solely in
accordance with the provisions of this Section 11.
Moreover, designation of a Participant eligible to receive an
Award hereunder for a particular Performance Period shall not
require designation of such Participant eligible to receive an
Award hereunder in any subsequent Performance Period and
designation of one person as a Participant eligible to receive
an Award hereunder shall not require designation of any other
person as a Participant eligible to receive an Award hereunder
in such period or in any other period.



     
(c) Discretion of Committee with Respect to Performance
Compensation Awards. With regard to a particular Performance
Period, the Committee shall have full discretion to select the
length of such Performance Period (provided any such Performance
Period shall be not less than one (1) year in duration),
the type(s) of Performance Compensation Awards to be issued, the
Performance Criteria that will be used to establish the
Performance Goal(s), the kind(s) and/or level(s) of the
Performance Goals(s) that is(are) to apply to the Company and
the Performance Formula. Within the first 90 days of a
Performance Period (or, if longer or shorter, within the maximum
period allowed under Section 162(m) of the Code), the
Committee shall, with regard to the Performance Compensation
Awards to be issued for such Performance Period, exercise its
discretion with respect to each of the matters enumerated in the
immediately preceding sentence of this Section 11(c) and
record 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



A-12







 


		
	 	
    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 a
Participant under the Plan also may be subject to such other
provisions (whether or not applicable to Awards granted to any
other Participant) as the Committee determines appropriate,
including, without limitation, provisions (in addition to those
provisions of Section 9 providing for the payment of
dividends with respect to Restricted Stock and Dividend
Equivalents with respect to Restricted Stock Units) adding
dividend equivalent rights or other protections to Participants
in respect of dividends paid on Stock underlying any Award,
provisions for the forfeiture of or restrictions on resale or
other disposition of shares of Stock acquired under any Award,
provisions giving the Company the right to repurchase shares of
Stock acquired under any Award in the event the Participant
elects to dispose of such shares, provisions allowing the
Participant to elect to defer the receipt of payment in respect
of Awards for a specified period or until a specified event, and
provisions to comply with Federal and state securities laws and
Federal and state tax withholding requirements; provided,
however, that any such deferral does not result in acceleration
of taxability of an Award prior to receipt, or tax penalties,
under Section 409A of the Code. Any such provisions shall
be reflected in the applicable Award agreement.



     
(b) Privileges of Stock Ownership. Except as
otherwise specifically provided in the Plan, no person shall be
entitled to the privileges of ownership in respect of shares of
Stock which are subject to Awards hereunder until such shares
have been issued to that person.



     
(c) Government and Other Regulations. The obligation
of the Company to settle Awards in Stock shall be subject to all
applicable laws, rules, and regulations, and to such approvals
by governmental agencies as may be required. Notwithstanding any
terms or conditions of any Award to the contrary, the Company
shall be under no obligation to offer to sell or to sell, and
shall be prohibited from offering to sell or selling, any shares
of Stock pursuant to an Award unless such shares have been
properly registered for sale pursuant to the Securities Act with
the Securities and Exchange Commission or unless the Company has
received an opinion of counsel, satisfactory to the Company,
that such shares may be offered or sold without such
registration pursuant to an available exemption therefrom and
the terms and conditions of such exemption have been fully
complied with. The Company shall be under no obligation to
register for sale under the Securities Act any of the shares of
Stock to be offered or sold under the Plan. If the shares of
Stock offered for sale or sold under the Plan are offered or
sold pursuant to an exemption from registration under the
Securities Act, the Company



A-13







 




may restrict the transfer of such shares and may legend the
Stock certificates representing such shares in such manner as it
deems 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. No
employee of the Company or an Affiliate, or other person, shall
have any claim or right to be granted an Award under the Plan
or, having been selected for the grant of an Award, to be
selected for a grant of any other Award. Neither the Plan nor
any action taken hereunder shall be construed as giving any
Participant any right to be retained in the employ or service of
the Company or an Affiliate.



     
(f) Designation and Change of Beneficiary. Each
Participant may file with the Committee a written designation of
one or more persons as the beneficiary who shall be entitled to
receive the amounts payable with respect to an Award, if any,
due under the Plan upon his death. A Participant may, from time
to time, revoke or change his beneficiary designation without
the consent of any prior beneficiary by filing a new designation
with the Committee. The last such designation received by the
Committee shall be controlling; provided, however, that
no designation, or change or revocation thereof, shall be
effective unless received by the Committee prior to the
Participant’s death, and in no event shall it be effective
as of a date prior to such receipt. If no beneficiary
designation is filed by a Participant, the beneficiary shall be
deemed to be his or her spouse or, if the Participant is
unmarried at the time of death, his or her estate.



     
(g) Payments to Persons Other Than Participants. If
the Committee shall find that any person to whom any amount is
payable under the Plan is unable to care for his affairs because
of illness or accident, or is a minor, or has died, then any
payment due to such person or his estate (unless a prior claim
therefor has been made by a duly appointed legal representative)
may, if the Committee so directs the Company, be paid to his
spouse, child, relative, an institution maintaining or having
custody of such person, or any other person deemed by the
Committee to be a proper recipient on behalf of such person
otherwise entitled to payment. Any such payment shall be a
complete discharge of the liability of the Committee and the
Company therefor.



     
(h) No Liability of Committee Members. No member of
the Committee shall be personally liable by reason of any
contract or other instrument executed by such member or on his
behalf in his capacity as a member of the Committee nor for any
mistake of judgment made in good faith, and the Company shall
indemnify and hold harmless each member of the Committee and
each other employee, officer or director of the Company to whom
any duty or power relating to the administration or
interpretation of the Plan may be allocated or delegated,
against any cost or expense (including counsel fees) or
liability (including any sum paid in settlement of a claim)
arising out of any act or omission to act in connection with the
Plan unless arising out of such person’s own fraud or
willful bad faith; provided, however, that approval of
the Board shall be required for the payment of any amount in
settlement of a claim against any such person. The foregoing
right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled
under the Company’s Articles of Incorporation or By-Laws,
as a matter of law, or otherwise, or any power that the Company
may have to indemnify them or hold them harmless.



A-14







 



     
(i) Governing Law. The Plan shall be governed by and
construed in accordance with the internal laws of the State of
Delaware applicable to contracts made and performed wholly
within the State of Delaware.



     
(j) Funding. No provision of the Plan shall require
the Company, for the purpose of satisfying any obligations under
the Plan, to purchase assets or place any assets in a trust or
other entity to which contributions are made or otherwise to
segregate any assets, nor shall the Company maintain separate
bank accounts, books, records or other evidence of the existence
of a segregated or separately maintained or administered fund
for such purposes. Participants shall have no rights under the
Plan other than as unsecured general creditors of the Company,
except that insofar as they may have become entitled to payment
of additional compensation by performance of services, they
shall 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 the
Participant gives the Committee advance written notice
describing the terms and conditions of the proposed transfer and
the Committee notifies the Participant in writing that such a
transfer 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.



A-15







 



     
(l) Reliance on Reports. Each member of the
Committee and each member of the Board shall be fully justified
in acting or failing to act, as the case may be, and shall not
be liable for having so acted or failed to act in good faith, in
reliance upon any report made by the independent public
accountant of the Company and its Affiliates and/or any other
information furnished in connection with the Plan by any person
or persons other than himself.



     
(m) Relationship to Other Benefits. No payment under
the Plan shall be taken into account in determining any benefits
under any pension, retirement, profit sharing, group insurance
or other benefit plan of the Company except as otherwise
specifically provided in such other plan.



     
(n) Expenses. The expenses of administering the Plan
shall be borne by the Company and Affiliates.



     
(o) Pronouns. Masculine pronouns and other words of
masculine gender shall refer to both men and women.



     
(p) Titles and Headings. The titles and headings of
the sections in the Plan are for convenience of reference only,
and in the event of any conflict, the text of the Plan, rather
than such titles or headings shall control.



     
(q) Termination of Employment. Unless an applicable
Award agreement provides otherwise, for purposes of the Plan a
person who transfers from employment or service with the Company
to employment or service with an Affiliate or vice versa shall
not be deemed to have terminated employment or service with the
Company or an Affiliate.



     
(r) Severability. If any provision of the Plan or
any Award agreement is or becomes or is deemed to be invalid,
illegal, or unenforceable in any jurisdiction or as to any
person or Award, or would disqualify the Plan or any Award under
any law deemed applicable by the Committee, such provision shall
be construed or deemed amended to conform to the applicable
laws, or if it cannot be construed or deemed amended without, in
the determination of the Committee, materially altering the
intent of the Plan or the Award, such provision shall be
stricken as to such jurisdiction, person or Award and the
remainder of the Plan and any such Award shall remain in full
force and effect.






		
	13.	
    Changes in Capital Structure



     
Awards granted under the Plan and any agreements evidencing such
Awards, the maximum number of shares of Stock subject to all
Awards stated in Section 5(a) and the maximum number of
shares of Stock with respect to which any one person may be
granted Awards during any period stated in Sections 5(d) or
11(d)(vi) shall be subject to adjustment or substitution, as
determined by the Committee in its sole discretion, as to the
number, price or kind of a share of Stock or other consideration
subject to such Awards or as otherwise determined by the
Committee to be equitable (i) in the event of changes in
the outstanding Stock or in the capital structure of the Company
by reason of stock or extraordinary cash dividends, stock
splits, reverse stock splits, recapitalization, reorganizations,
mergers, consolidations, combinations, exchanges, or other
relevant changes in capitalization occurring after the Date of
Grant of any such Award or (ii) in the event of any change
in applicable laws or any change in circumstances which results
in or would result in any substantial dilution or enlargement of
the rights granted to, or available for, Participants, or which
otherwise warrants equitable adjustment because it interferes
with the intended operation of the Plan. Any adjustment in
Incentive Stock Options under this Section 13 shall be made
only to the extent not constituting a “modification”
within the meaning of Section 424(h)(3) of the Code, and
any adjustments under this Section 13 shall be made in a
manner which does not adversely affect the exemption provided
pursuant to Rule 16b-3 under the Exchange Act. Further,
with respect to Awards intended to qualify as
“performance-based compensation” under
Section 162(m) of the Code, such adjustments or
substitutions shall be made only to the extent that the
Committee determines that such adjustments or substitutions may
be made without causing the Company to be denied a tax deduction
on account of Section 162(m) of the Code. The Company shall
give each Participant notice of an adjustment hereunder and,
upon notice, such adjustment shall be conclusive and binding for
all purposes.



A-16







 



     
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 least
10 days advance notice to the affected persons, cancel any
outstanding Awards and cause the holders thereof to be paid, in
cash or stock, or any combination thereof, the value of such
Awards based upon the price per share of Stock received or to be
received by other shareholders of the Company in the event. The
terms of this Section 13 may be varied by the Committee in
any particular Award agreement.






		
	14.	
    Effect of Change in Control



     
(a) Except to the extent provided in a particular Award
agreement:






		
	 	     
    (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, the
Committee may in its discretion and upon at least
10 days’ advance notice to the affected persons,
cancel any outstanding Awards and pay to the holders thereof, in
cash or stock, or any combination thereof, the value of such
Awards based upon the price per share of Stock received or to be
received by other shareholders of the Company in the event.



     
(c) The obligations of the Company under the Plan shall be
binding upon any successor corporation or organization resulting
from the merger, consolidation or other reorganization of the
Company, or upon any successor corporation or organization
succeeding to substantially all of the assets and business of
the Company. The Company agrees that it will make appropriate
provisions for the preservation of Participants’ rights
under the Plan in any agreement or plan which it may enter into
or adopt to effect any such merger, consolidation,
reorganization or transfer of assets.



A-17







 






		
	15.	
    Nonexclusivity of the Plan



     
Neither the adoption of this Plan by the Board nor the
submission of this Plan to the stockholders of the Company for
approval shall be construed as creating any limitations on the
power of the Board to adopt such other incentive arrangements as
it may deem desirable, including, without limitation, the
granting of stock options otherwise than under this Plan, and
such arrangements may be either applicable generally or only in
specific cases.






		
	16.	
    Amendments and Termination



     
(a) Amendment and Termination of the Plan. The Board
may amend, alter, suspend, discontinue, or terminate the Plan or
any portion thereof at any time; provided, that no such
amendment, alteration, suspension, discontinuation or
termination shall be made without shareholder approval if such
approval is necessary to comply with any tax or regulatory
requirement applicable to the Plan (including as necessary to
comply with any applicable stock exchange listing requirement or
to prevent the Company from being denied a tax deduction on
account of Section 162(m) of the Code); and provided,
further, that any such amendment, alteration, suspension,
discontinuance or termination that would impair the rights of
any Participant or any holder or beneficiary of any Award
theretofore granted shall not to that extent be effective
without the consent of the affected Participant, holder or
beneficiary. The expiration date of the Plan is the tenth
anniversary of the Effective Date, as described in
Section 3 of the Plan.



     
(b) Amendment of Award Agreements. The Committee
may, to the extent consistent with the terms of any applicable
Award agreement, waive any conditions or rights under, amend any
terms 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, cancellation
or termination that would impair the rights of any Participant
or any holder or beneficiary of any Award theretofore granted
shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary; and provided,
further, that, without stockholder approval, (i) no
amendment or modification may reduce the Option Price of any
Option or the Strike Price of any SAR, (ii) the Committee
may not cancel any outstanding Option or SAR and replace it with
a new Option or SAR (with a lower Option Price or Strike Price,
as the case may be) in a manner which would either (A) be
reportable on the Company’s proxy statement as Options
which have been “repriced” (as such term is used in
Item 402 of Regulation S-K promulgated under the
Exchange Act), or (B) result in any “repricing”
for financial statement reporting purposes and (iii) the
Committee may not take any other action which is considered a
“repricing” for purposes of the shareholder approval
rules of any applicable stock exchange.



     
(c) Section 162(m) Reapproval



     
The provisions of the Plan regarding Performance Compensation
Awards shall be disclosed and reapproved by stockholders of the
Company no later than the first stockholder meeting that occurs
in the fifth year following the year that stockholders
previously approved such provisions, in order for Performance
Compensation Awards granted after such time to be exempt from
the deduction limitations of Section 162(m) of the Code.
Nothing in this Section 16(c), however, shall affect the
validity of Performance Compensation Awards granted after such
time if such stockholder approval has not been sought.




* * *




As adopted by the Board of Directors of




SpectraSite, Inc. at a meeting held
on                     .



A-18