Exhibit 10.1


 


DEFERRED
COMPENSATION PLAN


 


FOR SELECT EMPLOYEES


 


OF


 


ATLANTIC TELE-NETWORK, INC.


 


 


Effective December 5, 2008


 

















 


TABLE OF CONTENTS


 


	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  	
  ELIGIBILITY

  	
  3

  
	
   

  	
   

  	
   

  
	
  2.1.

  	
  Eligibility

  	
  3

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CONTRIBUTIONS

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1.

  	
  Establishment of Participant’s Accounts

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.2.

  	
  Deemed Investment of Accounts and Accounting Rules

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.3.

  	
  Vesting

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  BENEFIT PAYMENTS

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.1.

  	
  Amount of Benefit

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.2.

  	
  Form of Distribution

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.3.

  	
  Death Prior to Termination of Employment

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.4.

  	
  Benefit Payments Upon Termination of Employment

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.5.

  	
  Unsecured Creditor Status for Participants

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.6.

  	
  Election of Time and Form of Payment

  	
  5

  
	
   

  	
   

  	
   

  
	
  4.7.

  	
  Timing of Benefit Payments

  	
  6

  
	
   

  	
   

  	
   

  
	
  4.8.

  	
  Other Payment Events

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  ADMINISTRATION OF THE PLAN

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.1.

  	
  Administration by the Compensation Committee

  	
  7

  
	
   

  	
   

  	
   

  
	
  5.2.

  	
  General Powers of Administration

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  AMENDMENT AND TERMINATION

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.1.

  	
  Amendment or Termination

  	
  8

  
	
   

  	
   

  	
   

  
	
  6.2.

  	
  Effect of Amendment or Termination

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE VII

  	
  GENERAL PROVISIONS

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.1.

  	
  No Enlargement of Employee Rights

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.2.

  	
  Spendthrift Provision

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.3.

  	
  Applicable Law

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.4.

  	
  Incapacity of Recipient

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.5.

  	
  Corporate Successors

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.6.

  	
  Unclaimed Benefits

  	
  9

  
	
   

  	
   

  	
   

  
	
  7.7.

  	
  Appeals of Denied Claims

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.8.

  	
  Deduction Limitation on Benefit Payments

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE VIII

  	
  IN-SERVICE DISTRIBUTIONS FOR
  FINANCIAL HARDSHIP

  	
  11

  
				



 


i

















 


This DEFERRED
COMPENSATION PLAN FOR SELECT EMPLOYEES OF ATLANTIC TELE-NETWORK, INC. (the “Plan”)
is adopted effective December 5, 2008. 
The Plan is established and maintained by the Company solely for the
purpose of permitting a select group of management or highly compensated
employees to accumulate funds to provide retirement income.  The Plan is intended to be unfunded for
purposes of the Internal Revenue Code of 1986, as amended (“Code”), and for
purposes of Title I of the Employment Retirement Income Security Act of 1974 (“ERISA”).


 


ARTICLE I


 


DEFINITIONS


 


Whenever used
herein the following terms shall have the meanings set forth below.  Words in the masculine gender shall include
the feminine and the singular shall include the plural, and vice versa, unless
qualified by the context.  Any headings
used herein are included for ease of reference only, and are not to be
construed so as to alter the terms hereof.


 


1.1.          “Account”
means the account maintained for each Participant that represents the
Participant’s total interest in the Plan, accounted for separately as Annual
Accounts for each calendar year contribution made in accordance with Section 3.1.


 


1.2.          “Annual
Account” means the separate calendar year contribution made in accordance with Section 3.1.
adjusted for any investment earnings or losses.


 


1.3.          “Beneficiary”
or “Beneficiaries” means the individual or trust designated by the Participant
on a Beneficiary Designation Form filed with the Company to receive the
value of the Participant’s Account in the event of a Participant’s death
following the election of cash installments as provided in Section 4.6 or
to receive the death benefit provided in Section 4.3 of the Plan in the
event of the Participant’s death prior to retirement or termination of
employment.


 


1.4.          “Company”
means Atlantic Tele-Network, Inc. or, to the extent provided in Section 7.5
below, any successor corporation or other entity resulting from a merger or
consolidation into or with the Company or a transfer or sale of substantially
all of the assets of the Company.


 


1.5.          “Compensation”
means a Participant’s base salary.


 


1.6.          “Compensation
Committee” means the Compensation Committee of the Board of Directors of the
Company.


 


1.7.          “Compensation
Contribution” means the amount credited to a Participant’s Account in
accordance with Section 3.1 of the Plan.


 


1.8.          “Compensation
Deferral Form” or “Form” means the written compensation deferral election filed
by the Participant with the Company pursuant to the terms of the Plan.


 

















 


1.9.          “Domestic
Relations Order” means an order described in Section 414(p)(1)(B) of
the Internal Revenue Code of 1986, as amended.


 


1.10.        “Investment Fund” means the fund or funds in
which a Participant’s Account are deemed invested.


 


1.11.        “Participant” means an employee of the Company who
qualifies to participate in the Plan under the Eligibility requirements of Article II
of the Plan.


 


1.12.        “Plan Year” means the year ending December 31.


 


1.13.        “Valuation Date” shall mean each day on which
the U.S. financial markets are open.


 


2

















 


ARTICLE II


 


ELIGIBILITY


 


2.1.          Eligibility.  Upon establishment of this Plan, and from
time-to-time thereafter, the Compensation Committee shall determine which key
employees of the Company are eligible to participate in this Plan, except that
eligibility shall be limited to management employees or highly compensated
employees, within the meaning of Title I of ERISA.  A Participant’s participation in the Plan may
be terminated by the Compensation Committee at any time with respect to future
Compensation Contributions.


 


3

















 


ARTICLE III


 


CONTRIBUTIONS


 


3.1.          Establishment
of Participant’s Accounts.  No later than the last day of the 2008 Plan
Year, the Company shall credit to the Participant’s Account a Compensation
Contribution equal to 8% of the Participant’s Compensation for such 2008 Plan
Year.  In addition, no later than the
last day of each succeeding Plan Year (i.e., 2009 and
after), the Company shall credit to the Participant’s Account a Compensation
Contribution equal to 8% of the Participant’s Compensation for the applicable
year, prorated for such Plan Year if a Participant’s participation in the Plan
begins after the first day of the applicable Plan Year.  The Company may credit additional
Compensation Contributions to the Participant’s Annual Account in its sole
discretion and from time to time.  Such
additional amounts so credited to the Participant may be smaller or larger than
the amount credited to any other Participant. 
Compensation Contributions shall only be made on a behalf of a
Participant who is an active employee as of the day of such contribution.
Notwithstanding the foregoing, the Company may, in its sole discretion, make a
contribution for any Plan Year in which the Participant’s employment is
terminated to the extent a Compensation Contribution has not been previously
made for such Plan Year.  The amount (or
the method of formula for determining the amount) of a Compensation
Contribution shall be set forth in one or more documents, which shall be deemed
to be incorporated into this Plan, no later than the date on which such
Compensation Contribution is credited to a Participant’s Account.


 


3.2.          Deemed
Investment of Accounts and Accounting Rules.


 


(a)           Investment Funds.  The Participants’ Accounts shall be deemed
invested in such Investment Funds as selected in advance by the Compensation
Committee, and as may be modified from time to time.


 


(b)           Manner and Time of Debiting Distributions.  For any Participant who receives a
distribution from his Account, distribution shall be made in accordance with
provisions dealing with the timing of commencement of benefit payments in Article IV.  The distribution shall be equal to or based
on the fair market value of the Participant’s Account as of the Valuation Date
of the distribution.


 


3.3.          Vesting. 
A Participant will at all times be fully vested and will have a
nonforfeitable interest in the balance of his Account.


 


4

















 


ARTICLE IV


 


BENEFIT PAYMENTS


 


4.1.          Amount
of Benefit.  The benefit payable to a Participant or such
Participant’s Beneficiary or Beneficiaries shall be the amount of the
Participant’s Account determined in accordance with Article III of the
Plan.


 


4.2.          Form of
Distribution. 
The Annual Accounts payable to a Participant under this Plan
shall be paid to such Participant as a cash single sum or annual installments
over a period of years, which may not exceed 15 years as the Participant elects
in accordance with Section 4.6.  If
the Participant elects the installment form of distributions, each annual
installment will be determined by multiplying the then-current balance of the
Participant’s Annual Account by a fraction, the numerator of which is one and the
denominator of which is the number of years remaining in the payout period and
will be treated as a separate payment in accordance with Treasury Regulation
§1.409A-2(b)(2)(iii).


 


4.3.          Death
Prior to Termination of Employment.  In the event of the Participant’s
death prior to termination of employment, the benefit provided shall be a lump
sum distribution to his Beneficiary. 
Payment shall be made by the end of the calendar year in which his death
occurs.


 


4.4.          Benefit
Payments Upon Termination of Employment.  Except as otherwise provided
herein, the benefit payable to a Participant under this Plan shall be payable
following Participant’s termination of employment in accordance with Section 4.7.  In the event of a Participant’s death after
termination of employment but before all of his Account has been paid to him,
the lump sum distribution or the remainder of the installments due to him shall
be paid to his Beneficiary at the same time it would have been paid to the
Participant. To the extent required in order to avoid accelerated taxation
and/or tax penalties under Section 409A of the Code, the Participant shall
not be considered to have terminated employment with the Company for purposes
of the Plan and no payments shall be due under the Plan which are payable upon
termination of employment until the Participant would be considered to have
incurred a “separation from service” from the Company within the meaning of Section 409A
of the Code.


 


4.5.          Unsecured
Creditor Status for Participants.  A Participant has the status of an unsecured
general creditor of the Company and the Plan constitutes a mere promise by the
Company to make benefit payments in the future. 
The Company may establish a trust to assist it in meeting its
obligations under the Plan, and the assets in such trust will be subject to
claims of creditors of the Company.  Any
such Trust shall conform to the terms of the model trust, as described in IRS
Revenue Procedure 92-64.


 


4.6.          Election
of Time and Form of Payment.  No later than December 31 of the year immediately preceding the Plan
Year in which an employee first becomes a 


 


5

















 


Participant in the Plan (or
such later date within 30 days after first becoming eligible to participate in
the Plan as permitted by the Compensation Committee in accordance with and
subject to the limitations of Treas. Reg. § 1.409A-2(a)(7)), the Participant
shall elect by execution of the Compensation Deferral Form provided by the
Administrator (i) whether to receive payment of the benefit in a lump sum
or in installments over a fixed period of years, not exceeding fifteen (15)
years, applied separately to each Annual Account; and (ii) whether to
begin receiving payment on a date certain or in accordance with Section 4.7,
applied separately to each Annual Account. 
Notwithstanding the foregoing, the portion of a Participant’s
Account (including any earnings or losses) attributable to the Compensation
Contribution for the Plan Year 2008 shall be payable in a single lump sum within
90 days of a Participant’s termination of employment.  A
Participant may change the time and form of payment with respect to an Annual
Account if the following conditions are satisfied: (i) the change
will not be effective for 12 months after it is made; (ii) the change must
be made at least 12 months prior to the date payment was scheduled to begin
under the prior election; and (iii) the change of election will result in
a delay of the date payment of the benefit is to begin to a date no sooner than
5 years from the originally schedule date.


 


4.7.          Timing
of Benefit Payments.  If a Participant is a key employee (as
defined in Section 416(i) of the Code without regard to paragraph (5) thereof)
and the Company’s stock is publicly traded on an established securities market
or otherwise, payment of the benefit hereunder shall be made no sooner than the
beginning of the seventh month after the date of the Participant’s separation
from service unless the Participant has elected to receive payment as of a date
certain in accordance with Section 4.6. 
If a Participant is not described in the previous sentence, payment of
his benefit shall be made or shall begin within 90 days following his
termination of employment, unless the Participant has elected to receive
payment as of a date in accordance with Section 4.6.


 


4.8.          Other
Payment Events.       Notwithstanding the above, distribution of
Participant’s Account will be made prior to termination of employment with the
Company:


 


(i)            To
the extent necessary to satisfy the emergency need (including any taxes on the
distribution) if the Participant has an “unforeseeable emergency” in accordance
with Article VIII herein and requests such distribution;


 


(ii)           To
the extent necessary to fulfill a Domestic Relations Order; or


 


(iii)          To the extent an amount is included in income
as the result of failure to comply with the requirements of Section 409A
of the Internal Revenue Code and the regulations thereunder.


 


6
















 


ARTICLE V


 


ADMINISTRATION OF THE PLAN


 


5.1.          Administration
by the Compensation Committee.  Except to the extent otherwise determined
hereafter by the Board of Directors, the Compensation Committee or such other
committee appointed by the Board (the “Administrator”) shall be responsible for
the general operation and administration of the Plan and for carrying out the
provisions thereof.


 


5.2.          General
Powers of Administration.  The Administrator shall be
entitled to rely conclusively upon all opinions and reports furnished by any
accountant, controller, counsel or other person employed or engaged by the
Administrator with respect to the Plan. 
The Administrator will have full power to administer the Plan in all of
its details, subject to applicable requirements of law.  For this purpose, the Administrator’s powers
will include, but will not be limited to, the following authority, in addition
to all other powers provided by this Plan:


 


(a)           To
make and enforce such rules and regulations as it deems necessary or proper
for the efficient administration of the Plan, including the establishment of
any claims procedures that may be required by applicable provisions of law;


 


(b)           To
interpret the Plan in its discretion, its interpretation thereof in good faith
to be final and conclusive on all persons claiming benefits under the Plan;


 


(c)           To
decide all questions concerning the Plan and the eligibility of any person to
participate in the Plan;


 


(d)           To
appoint such agents, counsel, accountants, consultants and other persons, as
may be required to assist in administering the Plan; and


 


(e)           To
allocate and delegate its responsibilities under the Plan and to designate
other persons to carry out any of its responsibilities under the Plan, any such
allocation, delegation or designation to be in writing.


 


7

















 


ARTICLE VI


 


AMENDMENT AND TERMINATION


 


6.1.          Amendment
or Termination.  The Company intends the Plan to be permanent
but reserves the right to terminate the Plan when, in the sole opinion of the
Company, such termination is advisable. 
Termination shall be done pursuant to a resolution of the Board of
Directors of the Company and shall be effective as of the date specified in
such resolution.  The Company may amend,
alter or modify the Plan at any time, or from time to time, in whole or in
part.  Any such amendment shall become
effective under its terms upon adoption by the Company.


 


6.2.          Effect
of Amendment or Termination.  No amendment or termination of the
Plan shall directly or indirectly reduce the balance of any Participant’s
Account as of the effective date of such amendment or termination or otherwise
deny a Participant a Plan benefit which exists at the time the amendment or
termination is approved, unless each Participant affected by such amendment or
termination consents in writing.  Upon
termination of the Plan, distribution of the Participants’ Accounts shall be
made in such time and such manner as though the Plan had not terminated, or by
any other appropriate method.  However,
accelerated distributions in the form of lump sums may be made at the
discretion of the Company, provided that:


 


(a)           All
accounts are terminated with respect to all Participants,


 


(b)           No
payments other than those otherwise payable under the terms of the Plan absent
a termination of the Plan are made within twelve months of the termination,


 


(c)           All
payments are made within twenty-four months of termination of the Plan, and


 


(d)           A
new plan is not adopted that would be aggregated with any terminated plan for a
period of five years following termination.


 


8

















 


ARTICLE VII


 


GENERAL PROVISIONS


 


7.1.          No
Enlargement of Employee Rights.  Establishment and operation of the
Plan shall not be construed to give any Participant the right to be retained in
the service of the Company.


 


7.2.          Spendthrift
Provision. 
No interest of any person or entity in, or right to receive a
benefit payment under, the Plan shall be subject in any manner to sale,
transfer, assignment, pledge, attachment, garnishment, or other alienation or
encumbrance of any kind; nor may such interest or right to receive a benefit
payment be taken, either voluntarily or involuntarily, for the satisfaction of
the debts of, or other obligations or claims against, such person or entity,
including claims for alimony, support, separate maintenance and claims in
bankruptcy proceedings.


 


7.3.          Applicable
Law.  The
Plan is an employee benefit plan and shall be construed and administered in
accordance with ERISA as an unfunded pension plan described in Section 201(2) of
ERISA.


 


7.4.          Incapacity
of Recipient. 
If any person entitled to a benefit payment under the Plan is
deemed by the Compensation Committee to be incapable of personally receiving
and giving a valid receipt for such payment, then, unless and until claim
therefore shall have been made by a duly appointed guardian or other legal
representative of such person, the Compensation Committee may provide for such
payment or any part thereof to be made to any other legal representative of
such person or institution then contributing toward or providing for the care
and maintenance of such person.  Any such
payment shall be a payment for the account of such person and a complete
discharge of any liability of the Compensation Committee and the Plan
therefore.


 


7.5.          Corporate
Successors. 
In the event of the merger or consolidation of the Company
into or with any other corporation or other entity, the Plan shall be binding
on such successor entity.  In the event
of the sale of the Company’s assets, the Plan may be continued by the
purchaser; if the Plan is not continued by the purchaser, then the Plan shall
terminate subject to the provisions of Section 6.2.


 


7.6.          Unclaimed
Benefits. 
Each Participant shall keep the Company informed of his
current address and the current address of his designated beneficiary.  The Company shall not be obligated to search
for the whereabouts of any person.  If
the location of a Participant is not made known to the Company within three (3) years
after the date on which the Participant’s Account may first be paid, payment
may be made as though the Participant had died at the end of the three-year
period.  If, within one additional year
after such three-year period has elapsed, or, within three years after the
actual death of a Participant, the Company is unable to locate any designated
beneficiary of the Participant, then the Company shall have


 


9

















 


no further
obligation to pay any benefits hereunder to such Participant or designated
beneficiary and such benefits shall be forfeited to the Company.


 


7.7.          Appeals
of Denied Claims.  If a claim for benefits is denied,
the Company shall so notify the claimant, within a reasonable time after the
claim is filed, in writing with the reasons for the denial, citations to
pertinent provisions of the Plan, a description of any additional material or
information to be furnished by the claimant to perfect the claim and an
explanation of why it is necessary, and an explanation of the Plan’s review
procedure.  If the claimant wishes
further consideration of the claim, the claimant or his authorized
representative shall submit to the Company within sixty (60) days after his
claim has been denied a written request for a review of the claim.  Such claimant or his authorized
representative may then examine pertinent documents and submit issues and
comments in writing.  The Company shall
schedule an opportunity for a full and fair review of the claim within in the
next sixty (60) days after receipt of the request for such a review.  Within sixty days (60) after such a review,
the Company shall communicate it’s decision to the claimant in writing stating
the reasons for its decision and referring to pertinent Plan provisions.


 


7.8.          Deduction
Limitation on Benefit Payments.  If the
Company reasonably anticipates that the Company’s deduction with respect to any
distribution from this Plan would be limited or eliminated by application of
Code Section 162(m), then to the extent permitted by Treas. Reg. §
1.409A-2(b)(7)(i), payment shall be delayed as deemed necessary to ensure that
the entire amount of any distribution from this Plan is deductible.


 


10

















 


ARTICLE VIII


 


IN-SERVICE DISTRIBUTIONS FOR FINANCIAL HARDSHIP


 


A  Participant
may, while still employed by the Company, receive a distribution of all or a
portion of his or her Participant’s Account for certain financial hardship
reasons, subject to the following restrictions:


 


(a)           All
such distributions are subject to the Participant having filed a written
application with the Compensation Committee prior to the effective date of the
distribution.


 


(b)           All
such distributions shall be in the form of a lump-sum payment and the amounts
distributed shall be debited from the Participant’s Account as of the date the
payment is made.


 


(c)           All
distributions shall be subject to the participant’s furnishing proof of “unforeseeable
emergency” to the Compensation Committee. 
“Unforeseeable emergency” shall mean a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of the
Participant, the Participant’s spouse or a dependent (as defined in Section 152(a) of
the Code) of the Participant, loss of the Participant’s property due to
casualty, or other similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the Participant.  The circumstances that will constitute an “unforeseeable
emergency” shall depend upon the facts of each case, but in any case, payment
may not be made in the event that such hardship is or may be relieved:


 


(i)            Through
reimbursement or compensation by insurance or otherwise;


 


(ii)           By
liquidation of the Participant’s assets, to the extent that liquidation of such
assets would not itself cause severe financial hardship; or


 


(iii)          By
cessation of deferrals under this Plan.


 


(d)           Any
distribution due to an unforeseeable emergency shall be limited to an amount
sufficient to meet such emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution.


 


11

















 


IN WITNESS WHEREOF,
the Company has caused this instrument to be executed by its duly authorized
officer this 29th day of December, 2008.


 


	
   

  	
   

  
	
  ATTEST:

  	
  ATLANTIC
  TELE-NETWORK, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  Douglas J.
  Minster

  	
   

  	
  By:

  	
  /s/ Justin
  D. Benincasa

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  	
  Chief
  Financial Officer

  
				



 


12