EX-10.1



 Exhibit 10.1 

COMMUNICATIONS SALES & LEASING, INC. 

2015 SHORT TERM INCENTIVE PLAN 

As of May 29, 2015 (the “Effective Date”), Communications Sales & Leasing, a Maryland corporation (the
“Corporation”), hereby adopts this 2015 Short Term Incentive Plan (this “Plan”). 
 WHEREAS, the Board of
Directors of the Corporation deems it in the best interest of the Corporation that the Corporation reward certain executives of the Corporation with a short-term incentive program (annual cash bonuses) in order to assist the Corporation in
attracting and retaining executives of outstanding ability and to promote the alignment of their interests with those of the stockholders of the Corporation; and 

WHEREAS, the Board of Directors approved on the Effective Date the terms of this Plan, including Attachment A hereto which is
incorporated by reference in its entirety. 
 NOW, THEREFORE, BE IT RESOLVED: 

Section 1. Definitions. The following words and phrases shall have the following meanings unless a different meaning is plainly
required by the context: 
 (a) “Award” means any Short-Term Incentive Bonus granted under this Plan. 

(b) “Award Agreement” means any written agreement, contract or other instrument or document evidencing an
Award. 
 (c) “Board” means the Board of Directors of the Corporation. 

(d) “Code” means the Internal Revenue Code of 1986, as amended. 

(e) “Committee” means the Compensation Committee of the Board. 

(f) “Corporation” means Communications Sales & Leasing, Inc., a Maryland corporation, and any direct
or indirect Subsidiary thereof. 
 (g) “Eligible Executive” means an executive officer of the Corporation
holding the positions set forth in Section 3 of this Plan. 
 (h) “Employee” means an individual who is
an employee of the Corporation or its Subsidiaries who is reported on the payroll records as a common-law employee. 

(i) “Plan” means this 2015 Short Term Incentive Plan of the Corporation. 

(j) “Short-Term Incentive Bonus” means the incentive compensation granted to an Eligible Executive pursuant to
Section 6 of this Plan. 
 (k) “Subsidiary” means a legal entity at least 50% of the total combined
voting power of all classes of equity interests which is owned by the Corporation, either directly or through one or more other Subsidiaries. 







 Section 2. Administration. This Plan will be administered by the Committee. In
addition to any other powers granted to the Committee, the Committee will have the following powers: 
 (a) to determine
whether and to what extent Short-Term Incentive Bonuses are to be granted under this Plan to Eligible Executives; 
 (b) to
determine whether the performance metrics required to receive Short-Term Incentive Bonuses have been satisfied and to what extent they have been satisfied; 

(c) to construe and interpret this Plan; 

(d) to require, at the time Short-Term Incentive Bonuses are to be paid or issued, the
making of any representations or agreements that the Committee may deem necessary or advisable in order for the Corporation to comply with the securities laws of the United States of America or of any state or any rule or regulation thereunder; 

(e) to provide for satisfaction of an Eligible Executive’s tax liabilities arising in connection with this Plan; and 

(f) to make all other determinations and take all other actions necessary or advisable for the administration of this Plan.

 Any determinations or actions made or taken by the Committee pursuant to this Section 2 will be binding and final. 

Section 3. Eligibility. The individuals holding the following executive officer positions of the Corporation on the Effective Date
shall be eligible to receive Short-Term Incentive Bonuses under this Plan: 
 (a)
President and Chief Executive Officer; 
 (b) Senior Vice President and Chief Financial Officer; and 

(c) Senior Vice President and General Counsel. 

Section 4. Short-Term Incentive Bonuses. 

(a) Generally. Short-Term Incentive Bonuses shall be awarded to the
Eligible Executives as set forth in this Section 4 and Attachment A to this Plan. Short-Term Incentive Bonuses may also be payable in cash upon the attainment of certain criteria as the Committee shall determine, in its sole discretion.

 (b) Grants. Each Eligible Executive who is granted Short-Term Incentive Bonuses under this Plan shall enter
into an Award Agreement with the Corporation, containing such terms and conditions as the Committee shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the amount or formula to determine the amount of
the Award, the time of payment, and the vesting criteria for the Award. Once Short-Term Incentive Bonus Awards are agreed upon by the Committee, they shall be attached hereto as an exhibit and become part of this Plan. 







 Section 5. Termination or Amendment. The Board or Committee may amend or terminate
this Plan in any respect at any time. Board approval must be accompanied by (a) stockholder approval in those cases in which amendment requires stockholder approval under applicable law or regulations or the requirements of the principal
exchange or interdealer quotation system on which the shares of common stock of the Corporation are listed or quoted, and (b) affected Eligible Executive approval if the amendment or termination would adversely affect the holder’s rights
under any outstanding grants or Awards. The Short-Term Incentive Bonus provisions may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the
Committee or the Board. To the extent required by Section 162(m) of the Code with respect to Awards that the Committee determines should qualify as performance-based compensation as described in
Section 162(m)(4)(C), no action may modify the performance criteria or bonus potentials after the commencement of the measurement period with respect to which such Awards relate. 

Section 6. Effectiveness of this Plan. This Plan is effective as of the Effective Date which is the date of adoption of this Plan
by the Board. 
 Section 7. Term of this Plan. Unless terminated sooner pursuant to Section 5, this Plan will terminate on
the date all benefits anticipated by this Plan have been paid. 
 Section 8. Indemnification of Committee. In addition to such
other rights of indemnification as they may have as directors of a corporation or as members of the Committee, the members of the Committee will be indemnified by the Corporation against the reasonable expenses, including attorneys’ fees,
actually and reasonably incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in
connection with this Plan or any grant or Award hereunder, and against all amounts reasonably paid by them in settlement thereof or paid by them in satisfaction of a judgment in any such action, suit or proceeding, if such members acted in good
faith and in a manner that they believed to be in, and not opposed to, the best interests of the Corporation. 
 Section 9. General
Provisions. 
 (a) The establishment of this Plan will not confer upon any Eligible Executive or Employee, any legal or
equitable right against the Corporation, any Subsidiary or the Committee, except as expressly provided in this Plan or employment agreement of the Eligible Executive, if any. 

(b) This Plan does not constitute inducement or consideration for the employment of any Employee, nor is it a contract of
employment between the Corporation or any Subsidiary and any Employee. Participation in this Plan, or the receipt of a grant or Award hereunder, will not give an Employee any right to be retained in the service of the Corporation or any Subsidiary.

 (c) The interests of any Employee under this Plan are not subject to the claims of creditors and may not, in any way, be
assigned, alienated or encumbered except as otherwise provided herein. 
 (d) The Corporation may withhold any federal, state
or local taxes required with respect to any distribution under this Plan. The Employee shall take whatever action the Committee deems appropriate with respect to withholding of taxes, including, but not limited to, the Employee remitting to the
Corporation any taxes required to be withheld by the Corporation under federal, state or local law as a result of the distribution. 







 (e) Notwithstanding anything contained herein to the contrary, this Plan shall be
administered and operated in accordance with any applicable laws and regulations, including, but not limited to, Section 409A of the Code. The Corporation reserves the right to amend this Plan at any time in order for this Plan to comply with
any such laws and regulations. 
 (f) This Plan will be governed, construed and administered in accordance with the laws of
Maryland. 
 (g) If any provision of this Plan is held invalid or unenforceable, its invalidity or unenforceability shall not
affect any other provisions of this Plan, and this Plan shall be construed and enforced as if such provision had not been included. 
 IN
WITNESS WHEREOF, the Corporation, by its duly authorized officer, has executed this Plan on the Effective Date and as duly authorized by the Board. 
  

			
	COMMUNICATIONS SALES & LEASING, INC.
		
	By		 /s/ Kenneth A. Gunderman

	Name:		Kenneth A. Gunderman
	Title:		President and Chief Executive Officer









 Attachment A to the 

2015 Short Term Incentive Plan 

2015 Short Term Incentive Plan 
  

	A.	Threshold Level – $250 million of reported Normalized AFFO(1) for the period from April 27, 2015 to December 31, 2015. 


 

	B.	Target and Maximum Levels – Performance based on a qualitative assessment by the Compensation Committee of the following corporate goals: 


 

	 	a.	Corporate Development and Investments 

  

	 	b.	Capital Market Transactions 

  

	 	c.	Stakeholder Engagement (i.e.: investors, analysts, rating agencies) 

  

	 	d.	Organizational Development 

  

	 	e.	Corporate Governance 

  

	 	f.	Spin Completion and Initial Financing 

  

	C.	Potential payouts determined by Compensation Committee: 

  

									
	 Performance Achievement Level
	  	Potential as Percent of Base Salary(2)	 
	  	CEO	 	 	CFO/GC	 
	 Threshold
	  	 	75	% 	 	 	50	% 
	 Target
	  	 	150	% 	 	 	100	% 
	 Superior
	  	 	225	% 	 	 	150	% 

  

	(1)	Normalized AFFO to be calculated consistent with public information, excluding customary non-cash items, capital market and M&A transaction pursuit and closing cost, infrequent and non-recurring items. Excludes
effect of future capital market transactions, M&A transactions, and first year corporate development and other similar costs. 


	(2)	Subject to adjustment as determined by Compensation Committee in its sole discretion.