Exhibit 10.1

AMENDMENT TO

AMERICAN TOWER CORPORATION 2007 EQUITY INCENTIVE PLAN

This Amendment to the American Tower Corporation 2007 Equity Incentive Plan (this “Amendment”) is entered into as of the 9th day of March, 2017 by American Tower Corporation, a Delaware corporation (the “Company”).

WHEREAS, the American Tower Corporation 2007 Equity Incentive Plan (the “Plan”) was adopted by the Board of Directors (the “Board”) of the Company and subsequently approved by the stockholders of the Company on May 9, 2007; and

WHEREAS, the Board has duly adopted and approved this Amendment at a meeting held on the 9th day of March, 2017.

NOW, THEREFORE, the Plan is amended as follows:

The last sentence of Section 6(i) is hereby amended and restated as follows:

“The foregoing notwithstanding, without further approval of the stockholders of the Company, the Committee shall not authorize the amendment of any outstanding Option or Stock Appreciation Right to reduce the exercise price, no Option or Stock Appreciation Right shall be canceled and replaced with an Award exercisable for Common Stock at a lower exercise price and no underwater Option or Stock Appreciation Right shall be purchased by the Company for cash.”

All other provisions of the Plan, as amended by the foregoing, shall remain in full force and effect notwithstanding the execution and delivery of this Amendment.

[Signature Page Follows]

IN WITNESS WHEREOF, this Amendment to the Plan has been executed as of the day and year first above written.

 

Exhibit 10.2

February 27, 2017

William Hess

625 Tremont Street

Boston, MA 02118

Amended and Restated Language

Dear Hal:

As we discussed recently, this letter is to confirm that you will be continuing to undertake your current employment duties as, and fulfill the scope of responsibilities for, and in consideration of the terms applicable to, the position of Executive Vice President, International Operations and President, Latin America and EMEA of American Tower Corporation (“ American Tower ” or “ us ” and, with correlative meaning, “ our ” and “ we ”), where you have held your current position since February 2007 and have been employed since March 2001, by and through a relocation to the offices of ATC International Cooperatief U.A., (the “ Company ”), an indirectly held, wholly owned subsidiary of American Tower, currently located at Regus Amsterdam - Teleport Towers, Kingsfordweg 151, 1043 GR, The Netherlands and becoming seconded to, or employed by, that organization and/or its Netherlands based subsidiaries and affiliates, as necessary and appropriate to facilitate this change in assignment (this “ Assignment ”). During this Assignment you will continue reporting to the Chairman, President and CEO. For expatriate purposes your home location (“ Home Location ”) is considered to be Boston (MA), United States, and your host location is Amsterdam, Netherlands.

Your Annual Salary will remain at the rate of USD $650,000 (Six Hundred Fifty Thousand US Dollars), (as adjusted from time to time pursuant to the Company’s annual compensation process or otherwise by mutual agreement) an amount equal to approximately €613,600 (Six Hundred Thirteen Thousand Six Hundred Euros), or approximately €51,133 (Fifty-One Thousand One Hundred Thirty-Three Euros) per month. You also will remain eligible to receive a discretionary bonus similar to other similarly situated Executive Vice Presidents, which is based upon performance against agreed upon goals and objectives.

The duration of this Assignment is anticipated to be for a period of twenty-four months (24 months), beginning on June 1, 2016, and ending on May 31, 2018, subject to the provisions of this letter. Prior to the end of this Assignment, your position will be reviewed by you and your Manager and a decision will be made as to whether you shall continue this Assignment in Amsterdam for an extended period of time. Your normal place of work will be the offices of the Company either at its current location or such other offices as the Company may open in the Netherlands. The Company’s normal hours of work are between 9:00 a.m. and 5:00 p.m. Mondays to Fridays, but you agree to work such additional hours as may be necessary for the proper performance of your duties without extra remuneration.

Your compensation and all reimbursements and allowances contemplated under this letter shall be paid in US Dollars, unless, and only to the extent, it is otherwise mutually agreed.

You will be eligible for the following allowances and benefits for as long as you remain on assignment under the terms of this letter:

Assignment to the extent it is higher in terms of employee cost than comparable coverage in the United States. You remain eligible to participate in all other U.S. benefit programs, including but not limited to life and disability insurance programs and the 401(k) Plan. Participation in all benefit programs must be in accordance with the terms of each plan and/or program. American Tower reserves the right to amend, update, modify and/or terminate any or all of these programs.

Tax equalization is provided to (i) help ensure that you incur no additional tax liability or benefit with respect to base salary, commissions, bonuses and equity paid by American Tower under this agreement, as well as from other personal non-company income and deductions, as a result of having an assignment outside of your home country, and (ii) provide tax preparation assistance to ensure compliance with home and host country expatriate tax laws. Each year, a final tax equalization calculation will be prepared to settle your assignment tax obligations.

The timely gathering and submission of information for filing of tax returns and the payment of income taxes remains your responsibility. To facilitate in the preparation of your home and host country tax returns, American Tower will pay customary and reasonable costs of its designated outside tax consultants for pre-assignment tax counseling, as well as for the preparation of your home and host country tax returns for each year in which you have assignment-related tax impacts. Our designated tax consultants will contact you to discuss any relevant tax implications of this assignment before your arrival in the host country.

It is your responsibility to comply with home and host country tax laws and other applicable tax requirements while on international assignment. Any tax penalties or interest resulting from improper reporting or delays attributable to your action will be your responsibility.

Notwithstanding the foregoing, the tax equalization arrangement described above is subject to review and change should your tax status in your home country change during or prior to this Assignment.

With regard to any provision in this letter that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Internal Revenue Code of 1986: the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit; the amount of expenses eligible for reimbursement, or in-kind benefits provided during any taxable year, shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year; and such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred.

By signing this agreement, you are authorizing American Tower's designated outside tax consultants to release any pertinent information to American Tower relating to the period of your assignment.

Termination : You will be eligible to receive severance benefits afforded to Company Executive Vice Presidents under the American Tower Corporation Severance Program and the policies thereunder. In the event that this Assignment is terminated by American Tower or the Company without Cause (as defined in the American Tower Corporation Severance Program), then American Tower or the Company will reimburse all reasonable expenses associated with your relocation back to your Home Location. Further, though severance would not be applicable, should there be a mutual decision for an early termination of this Assignment, such reasonable relocation expenses would be reimbursed.

The terms contained in this letter will serve as the terms and conditions of your assignment. Once your relocation process has been completed, to the extent there is any material variation from achieving the intended equalization under actual conditions encountered, these terms and conditions of this letter of assignment could be amended, under mutual agreement between you and American Tower.

This letter agreement, unless earlier terminated or amended, and its terms and conditions, including, its allowances and benefits, will remain in effect until the above stated ending date, but may be extended by the mutual written agreement of the parties.

 

Sincerely,

/s/ James D. Taiclet, Jr.

James D. Taiclet, Jr.

Chairman, Chief Executive Officer and President

American Tower Corporation

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My signature acknowledges receipt and acceptance of this letter of assignment and my agreement with the terms and conditions set forth in the letter and also acknowledge the adequacy of the consideration provided to me in connection therewith.

Exhibit 10.3

March 7, 2017

Mr. Steven C. Marshall

Latimer Lodge, Burtons Lane,    

Chalfont St. Giles

Buckinghamshire, England HP8 4BS

Dear Steve:

Per our discussion, I am pleased that you will be continuing in your assignment with American Tower Corporation, as President-US Tower Division, which remains an Executive Vice President position reporting to me. You will continue to be considered as seconded from the Company’s U.K. subsidiary to the US Tower Division for the duration of this assignment, which is anticipated to be through February 28, 2019, subject to the other provisions of this letter.

Your Basic Salary, bonus and long term incentives, and normal benefits will be on a basis consistent with that as applicable for the position of an EVP in the US and in accordance with and subject to the terms of the respective terms and conditions such plans. Increments to Basic Salary, and bonus and equity awards will be as recommended by our Chief Executive Officer, subject to review and approval by the Compensation Committee consistent with past practice.

Your compensation and all reimbursements and allowances contemplated under this letter relating to your status as an expat and being based in Massachusetts as head of our US Tower Division operation, shall be paid in United States Dollars, unless and only to the extent otherwise mutually agreed in writing. Payments hereunder shall not be subject to adjustment for fluctuations in foreign currency exchange rates or otherwise.

You will continue to be eligible for the following Allowances and Benefits for so long as you remain on assignment under the terms of this letter:

• Housing: In recognition that your residence is in Little Chalfont, Buckinghamshire (England), you will be provided a monthly housing allowance of up to $3,800 per month.

• Movement of Personal Effects: upon completion of your assignment, you are eligible for reimbursement up to a maximum of $15,000 for the reasonable costs of moving your personal effects, and for reasonable service fees and investment account establishment fees incurred within the year prior to the completion of your assignment, that result from closing accounts or costs assessed by banks or financial service providers for making account or asset transfers (“Bank Service Fees”), provided that all such moving costs

and/or Bank Service Fees are deemed reasonable, necessary and result from your move back to the United Kingdom or, if not the United Kingdom, the equivalent if the move had been back to the United Kingdom.

• Car: The Company will continue to provide you with a monthly car allowance of $1,000, plus the cost of providing car insurance for one vehicle.

• Goods and Services: The Company will continue to provide you with a monthly goods and services allowance of $1,200 per month.

• Other Travel /Home Leave: reimbursement of reasonable round trip airfare transportation back to the United Kingdom and reasonable expenses and transit costs en route for you and your spouse two times during each twelve month period. Home leave counts towards holiday time and this can be taken at your discretion at any time during the assignment subject to the normal approval process. Travel to locations other than the United Kingdom will not be reimbursed under this home leave policy.

• Company Benefits/Other and Pension - To help with your being able to continue with the retirement investments that have been made by you or on your behalf in the UK, the Company, instead of making contributions to the prior designated UK retirement fund, will make payments to you through a combination of a 401(k) match and a year-end true up payment, so that you can select and invest in alternatives offered through the 401(k) program or independent outside options. The total of the match and the true up payments will be up to 10% of your Basic Salary, but will be made in U.S. dollars. The true up payment will be determined at year end and be subject to withholding. If for some reason you are or become ineligible to participate in the 401(k) program or to receive the full match, the Company will make then make up that difference in total payments to that extent through the year end true up.

      

• Company Benefits/Holidays: The Company’s holiday year runs from 1st January to 31st December. You are (in addition to the Usual Company holidays) entitled to 25 days paid holiday in any holiday year. Holiday pay shall be calculated according to your Basic Salary.

• Emergency Leave: Should you need to return to your home location for a personal or medical emergency, such as a death in the family or serious medical illness, you will be reimbursed for economy airfare to the United Kingdom only. Emergency leaves should be communicated and approved through Human Resources as soon as possible.

• Taxes and Tax Preparation: To facilitate in the preparation of your tax returns for the years that you are on this assignment, the Company will continue to pay customary and reasonable costs of the Company’s designated outside tax consultants for tax counseling, as well as for the preparation of your tax returns for each year you are on assignment and the tax year of exit. We will also provide you with reimbursement of costs incurred up to $5,000 should you decide it would be beneficial to seek supplemental tax advice and counseling on compliance and planning considerations under U.S. federal and state tax laws.

• Termination: General: You will be eligible to receive severance benefits afforded to Company Executive Vice Presidents under the American Tower Corporation Severance Program, in the case of defined circumstances of involuntary termination. All severance benefits are subject to the terms and conditions of the Severance Program and the policies thereunder. In the event that your assignment is terminated by the Company without Cause (as defined in the American Tower Corporation Severance Program), then the Company will reimburse all reasonable expenses associated with your relocation back to the United Kingdom. Further, though severance would not be applicable, should there be a mutual decision for an early termination of the assignment, or, if there were a mutual decision for an EVP position to be based out of the United Kingdom, such reasonable relocation expenses would be reimbursed.

This letter agreement supersedes the previous agreement entered into with the Company, and unless earlier terminated, its terms and conditions, including, its allowances and benefits, will remain in effect until February 28, 2019, but may be extended by the mutual written agreement of the parties.

Sincerely,

/s/ Jim Taiclet

Jim Taiclet

Chairman, President and CEO

American Tower Corporation

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By my signature below, I acknowledge receipt and my agreement with the terms and conditions set forth in the letter and also acknowledge the adequacy of the consideration provided to me in connection therewith.