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
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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 1 st 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:
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To
provide a compensation package that is competitive with the
market.
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To
motivate executives by providing the appropriate reward for
individual and corporate performance based on Company goals and
objectives.
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To
focus business unit executives on maximizing results of their
business units, while also reinforcing the importance of teamwork
at the corporate level.
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To
link the Plan’s financial measures with investor
expectations.
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To
link the Plan’s financial and nonfinancial measures with the
individual performance of the executives.
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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
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3.
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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:
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(a)
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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.
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(b)
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Demotion . An Incentive Award will generally
not be made to an employee who has been demoted during the Plan
Year because of performance.
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(c)
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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.
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(d)
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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.
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(e)
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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.
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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,
inc
