Filed by Bowne Pure Compliance





Exhibit 10.1


2009 Executive Management Team Annual Incentive Plan


Plan Document


(Effective January 1, 2009)


 





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	Crown Castle International Corp.
2009 EMT Annual Incentive Plan	 	 	2.	 





Overview


This Plan Document is designed to outline the provisions of the Crown Castle
International Corp. (“CCIC” or “Company”) 2009 Executive Management Team (EMT) Annual
Incentive Plan (the “Plan”) effective as of the 1st day of January 2009, in accordance with
the terms provided herein.


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


Section 1. Objectives


The Company’s main objectives for the Plan are:



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






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






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






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






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





Section 2. Plan Year


The effective date of this Plan is January 1, 2009. The Plan will remain
in effect from January 1, 2009, to December 31, 2009 (the “Plan Year”).


Section 3. Administration


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


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


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





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	Crown Castle International Corp.
2009 EMT Annual Incentive Plan	 	 	3.	 





Section 4. Eligibility


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


Section 5. Change in Eligibility Status


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



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






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






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






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






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





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


Section 6. Incentive Opportunity


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





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	Crown Castle International Corp.
2009 EMT Annual Incentive Plan	 	 	4.	 





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

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


Section 7. Performance Goals


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


Two performance categories will generally be used for each Participant:



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





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


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


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


• Business Unit Net New Sales – calculated
as New Tenant Revenue adjusted for Churn and FAS on new BBEs.


The Performance Goals for these financial measures will
generally be based on the Company’s 2009 financial budget/forecasts as approved by the Board.



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





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





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	Crown Castle International Corp.
2009 EMT Annual Incentive Plan	 	 	5.	 





For the financial performance measures, threshold, target, and maximum
Performance Goals will be established and aligned within the Participant’s applicable Incentive Opportunity Zone
as defined above in Section 6. The threshold, target, and maximum Performance Goals for these financial measures,
based on the Company’s budget/forecast for 2009 are set forth on Exhibit C.


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



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






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






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






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





Section 8. Minimum Performance Requirements


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



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






	2.	 	The business units or departments for which the Participants are responsible must receive an acceptable 404
assessment of applicable internal controls. The receipt of a 404 assessment with a material weakness may result in a
reduction or elimination of the potential 2009 Annual Incentive for the responsible Participants and potentially all
Participants.








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	Crown Castle International Corp.
2009 EMT Annual Incentive Plan	 	 	6.	 






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





Section 9. Incentive Award Calculation


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


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


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



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






	 	 	 	3⁄4 If actual performance results fall between the threshold and
target, or the target and maximum Performance Goals, the Payout Multiples will be calculated by interpolating the
actual performance results with the threshold, target, and maximum Payout Multiples. However, no incentive will be paid
if actual results fall below the threshold Performance Goal.






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






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






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





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


Section 10. Incentive Award Payments


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





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