UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): March 2, 2009

 

 

AMERICAN TOWER CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-14195   65-0723837

(State or Other Jurisdiction

of Incorporation)

  (Commission File Number)  

(IRS Employer

Identification No.)

116 Huntington Avenue

Boston, Massachusetts 02116

(Address of Principal Executive Offices) (Zip Code)

(617) 375-7500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) (c) On March 5, 2009, American Tower Corporation (the “Company”) issued a press release (the “Press Release”) announcing that Thomas Bartlett will be joining the Company as its Executive Vice President and Chief Financial Officer. In this role, Mr. Bartlett will lead the Company’s finance organization and will oversee the Company’s information technology organization. It is expected that Mr. Bartlett will commence his new role with the Company on April 1, 2009. Mr. Bartlett will assume responsibilities from Jean Bua, who has been serving as the Company’s Chief Financial Officer on an interim basis since June 30, 2008. Ms. Bua will assume the new position of Executive Vice President, Finance and Treasurer and report to Mr. Bartlett. A copy of the Press Release is furnished herewith as Exhibit 99.1.

Mr. Bartlett, age 50, comes to the Company from Verizon Communications, Inc., where he has served as Senior Vice President and Controller since November 2005. Mr. Bartlett previously held the roles of Senior Vice President and Treasurer, as well as Senior Vice President in Investor Relations. During his career with Verizon and its predecessor companies and affiliates, he has served in numerous operations and business development roles, including as the President and Chief Executive Officer of Bell Atlantic International Wireless from 1995-2000, where he was responsible for wireless activities in North America, Latin America, Europe and Asia.

The Company has entered into a letter agreement (the “Agreement”) with Mr. Bartlett that sets forth his compensation, severance and other benefits. Pursuant to the Agreement, Mr. Bartlett will receive an initial annual base salary of $630,000 with a target cash bonus potential equal to 60% of base salary. In addition, Mr. Bartlett’s cash bonus for 2009 will not be less than his bonus target, and it will not be subject to proration based on his start date. The Company also agreed to provide Mr. Bartlett with a one-time lump sum payment of $200,000 to assist with his relocation to Boston and Boston-based living expenses. In addition, Mr. Bartlett will be eligible for a cash signing bonus of $400,000, half which will be paid on the first anniversary of his start date and half of which will be paid on the second anniversary of his start date. In order to receive such bonus amounts, Mr. Bartlett must be an employee of the Company on the respective payment dates. Mr. Bartlett will be recommended to receive equity-based awards valued at $2.5 million (the “Equity Awards”) on the date of grant, comprised 50% of non-qualified stock options (based on Black-Scholes value) and 50% restricted stock units, subject to approval by the Compensation Committee of the Company’s Board of Directors. The Equity Awards will be granted pursuant to the Company’s 2007 Equity Incentive Plan and will vest over four years of continuous employment, or 25% per year, commencing one year from the date of the grant.

Pursuant to the Agreement, Mr. Bartlett will be entitled to severance benefits under the American Tower Severance Program (the “Severance Program”). The Severance Program was implemented by the Company on March 2, 2009, as discussed below. Under the terms of the Severance Program, Mr. Bartlett will be entitled to, among other things, 78 weeks of severance pay and a pro-rated target bonus payment in the event of a “Qualifying Termination,” including termination under certain situations after a “Change of Control,” all as set forth and defined in the Severance Program. In addition to the benefits under the Severance Program, the Agreement provides that, in the event Mr. Bartlett’s employment is terminated by the Company (other than for “Cause” or “Performance Reasons” as defined in the Severance Program), he will also be entitled to immediate vesting in full of the Equity Awards, which will be exercisable for a period of 90 days. The foregoing severance benefits are contingent upon Mr. Bartlett signing a separation and release agreement in acceptable form, which would include customary confidentiality and non-solicitation provisions, as well as restrict Mr. Bartlett from providing services to competitors of the Company.

 

1


The preceding disclosure is qualified in its entirety by reference to the Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

The Press Release is being furnished herewith and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such exhibit be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

(e) Severance Program —On March 2, 2009, the Company implemented the American Tower Corporation Severance Program to provide severance benefits to all eligible employees if they are terminated in certain circumstances. The Severance Program is a broad-based program that applies to all eligible employees and establishes different policies that provide for varying amounts of severance benefits depending on the employee’s position with the Company. The following is a summary of the severance benefits payable under the Severance Policy for Executive Vice Presidents and the Chief Executive Officer:

 

   

Upon a Qualifying Termination (i.e., termination by the executive for Good Reason or a termination of the executive by the Company other than for Cause or for Performance Reasons (as such terms are defined in the Severance Program)), the Company’s chief executive officer will be entitled to receive 104 weeks of base earnings and each of the Company’s executive vice presidents will be entitled to receive 78 weeks of base earnings. In addition, each executive will be entitled to a pro-rated portion of his or her target bonus for the portion of the year prior to termination, assuming 100% satisfaction of goals or objectives related thereto.

 

   

Upon a Qualifying Termination that occurs within 14 days prior to, or up to two years following, a Change of Control, each executive will also be entitled to full acceleration of vesting of all outstanding equity-based awards, including but not limited to, stock options and restricted stock units.

 

   

Following a Qualifying Termination, each executive will be eligible for continued health and welfare benefits, pursuant to which the Company will pay the employer share of the cost of coverage for a period equal to the number of weeks of base earnings payable under the Severance Program.

 

   

All severance benefits under the Severance Program are subject to the executive signing a separation and release agreement and a confidentiality and restrictive covenants agreement in forms satisfactory to the Company. In addition, at the Company’s discretion, the Company can require the deposit of a portion of the after-tax payments to each executive in a restricted account to serve as security for the executive’s compliance with the ongoing covenants, restrictions and obligations contained in such agreements, with restrictions on distribution up to and including forfeiture in the event of non-compliance.

The preceding disclosure is qualified in its entirety by reference to the Severance Program and the Severance Policy for Executive Vice Presidents and the Chief Executive Officer, which are attached hereto as Exhibits 10.2 and 10.3, respectively, and are incorporated herein by reference.

(e) Executive Employment Letters —In connection with the implementation of the Severance Program, certain of the Company’s executive officers agreed to waive their rights to existing severance benefits and to be subject to the provisions of the Severance Program. The Company had previously entered into employment letters with its executive officers that established initial base salaries and target cash bonus awards, as well as severance benefits. The following executive officers entered into a waiver and termination agreement (the “Waiver”), pursuant to which they agreed to waive the severance benefits under their existing employment letters and to terminate their letters:

 

2


Name

  

Position as of March 5, 2009

James D. Taiclet, Jr.    Chairman of the Board, President and Chief Executive Officer
Jean A. Bua    Executive Vice President, Finance and Chief Financial Officer (interim)
William H. Hess    Executive Vice President, International Operations and President, Latin America
Edmund DiSanto    Executive Vice President, Chief Administrative Officer and General Counsel

Accordingly, in the event that the employment of any of the above executive officers is terminated by the Company, such executive shall only be eligible for severance benefits under, and subject to the terms and conditions of, the Severance Program.

Under the employment letters with Messrs. Hess and DiSanto and Ms. Bua, each had the right to continued vesting and exercisability of stock options for a period of three years following termination by the Company other than for “Cause” or by the executive for “Good Reason.” Under the employment letter with Mr. Taiclet, he had the right to full acceleration of all unvested stock options upon a change of control. By agreeing to the Waiver, each agreed to waive these rights. Under the Severance Program, equity awards to our executives are subject instead to a so-called “double-trigger” standard, whereby the executive would only be entitled to acceleration of his or her equity awards in the event of a “Qualifying Termination” within 14 days before or two years following a “Change of Control” (each as set forth and defined in the Severance Program). In such an event, the executive would be entitled to acceleration of all unvested equity-based awards (including stock options and restricted stock units). In all other cases, the executive would not be entitled to any acceleration or continued vesting of his or her equity awards. In addition, the Severance Program does not provide for tax gross-ups, which certain of our executives had been entitled to under their employment letters.

The preceding disclosure is qualified in its entirety by reference to the form of Waiver and Termination Agreement, which is attached hereto as Exhibit 10.4, and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

 

Description

10.1

  Letter Agreement with Thomas Bartlett, dated February 20, 2009

10.2

  American Tower Corporation Severance Program

10.3

  Severance Policy for Executive Vice Presidents and Chief Executive Officer

10.4

  Form of Waiver and Termination Agreement

99.1

  Press Release, dated March 5, 2009 (Furnished herewith)

 

3


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  AMERICAN TOWER CORPORATION
                          (Registrant)
Date: March 5, 2009   By:  

/s/    Edmund DiSanto

    Edmund DiSanto
   

Executive Vice President,

Chief Administrative Officer

and General Counsel

 

4


EXHIBIT INDEX

 

Exhibit No.

 

Description

10.1   Letter Agreement with Thomas Bartlett, dated February 20, 2009
10.2   American Tower Corporation Severance Program
10.3   Severance Policy for Executive Vice Presidents and Chief Executive Officer
10.4   Form of Waiver and Termination Agreement
99.1   Press Release, dated March 5, 2009 (Furnished herewith)

Exhibit 10.1

LOGO

February 20, 2009

Mr. Thomas Bartlett

17 Tanglewood Drive

Titusville, New Jersey 08560

Dear Tom,

I am pleased to confirm our offer to you to join American Tower Corporation (“American Tower” or the “Company”), for the position of Executive Vice President and Chief Financial Officer, reporting to me and beginning on a mutually agreed upon date on or before April 1, 2009 ( the “Start Date”). In this position, you will be based in our corporate office in Boston, MA. It is understood that our offer is contingent on the approval of American Tower’s Board of Directors, satisfactory completion of and results from the reference and security checking process and your providing certain required documentation.

Your starting base salary will be at the annual rate of $630,000 and your next annual merit review cycle will be effective January 1, 2010. Paydays are scheduled on a bi-weekly basis. For 2009 and 2010, you will be eligible to receive an annual discretionary bonus based on a target of 60% of your annual base salary, subject to performance against to be agreed upon goals and objectives, and in accordance with the terms and conditions set forth in the relevant bonus plan. Thereafter, you will be eligible to participate per the then applicable terms and conditions of the relevant bonus plan. Further details summarizing our bonus plan will be provided to you by Allen Todres, SVP of Human Resources. Your bonus for service in 2009 (to be paid in early 2010) and your bonus for 2010 (to be paid in early 2011) will be calculated as if you began work at American Tower at the beginning of 2009, i.e., there will be no downward proration due to initiating employment part way through 2009. Moreover, your bonus for 2009 shall not be less than the 60% bonus target, or $378,000. In order to receive such bonus amounts, you must be an employee of the Company on the respective payment dates.

Additionally, the company will provide you with a one-time lump sum payment of $200,000 payable within thirty days of your Start Date, to assist you in the handling of your transition and Boston-based living expenses. Moreover, you will receive a cash signing bonus of $400,000, half which will be paid on the first anniversary of your Start Date and half on the second anniversary of your Start Date. In order to receive these payments, you must be an employee of the Company on the respective payment dates. As an Executive Vice President, you also will receive an annual car allowance of $12,000 and reimbursement for related auto insurance premiums.

In consideration of your acceptance of this offer, you will be recommended to receive an equity-based incentive award valued at $2,000,000 at the date of grant. The award will consist of 50%, in terms of award value, in Non Qualified Stock Options to purchase shares of the Company’s common stock, and 50% of such value will be in the form of restricted stock units (“RSUs”), subject to approval by the Compensation Committee of American Tower’s Board of Directors. In addition and in consideration of your potential future contributions to the Company, you will be recommended for a one-time “High Impact” grant, with a value of $500,000 on the date of grant. As to this grant as well, 50% of the value will be in the form of options and 50% of the value in the form of RSU’s.


The above equity-based awards will vest over four years of continuous employment, or 25% per year, commencing one year from the date of grant. These equity award recommendations will be submitted to the Compensation Committee for approval at its first regularly scheduled meeting following your start date (provided you start by the 15th of the month prior to the Compensation Committee meeting), or at such other approval date as determined by the Committee. The date of grant will be the first business day of the month following the Compensation Committee meeting in which the awards were approved. The awards will be subject to the terms and conditions of the award agreements and other plan documents relating to the American Tower 2007 Equity Incentive Plan (“Equity Plan”), which will be provided to you shortly after the awards are granted.

As an Executive Vice President, you will be eligible for benefits under the American Tower Corporation Severance Program (the “Program”). These benefits with respect to your Executive Vice President position, currently would include, among other things, 78 weeks of severance pay and a pro-rated target bonus payment, should you experience a “Qualifying Termination”, including termination under certain situations after a “Change of Control”, all as set forth and defined in the Program. All severance benefits are subject to the terms and conditions of the Program and the policies relating thereto, which will be provided to you shortly after your Start Date. You will also be eligible for the following supplemental benefit if your employment is terminated by the Company (other than for “Cause” or “Performance Reasons” as defined in the Program): the ‘employment offer’ equity-based incentive award and the “High Impact” grant, as described above valued at a total of $2,500,000, will immediately vest and be exercisable for ninety (90) days per the terms of the Equity Plan.

American Tower offers a very comprehensive benefits package. As a benefit eligible employee, if you intend to participate in either the Medical, Dental or Reimbursement Plans you must complete and return the appropriate enrollment forms within the first 30 days of employment. If you do not return the enrollment forms within 30 days from your Start Date, your next opportunity to enroll in these plans will be during annual open enrollment.

You will also be eligible to participate in the Company’s other employee benefit programs. Participation in all benefit programs must be in accordance with the terms of each plan and/or program. More information on the benefits package will be provided to you in a separate package of materials that Allen Todres will send.

We will provide you with American Tower’s Confidentiality Agreement, Employment Eligibility Verification (I-9) form, W-4, Personal Information Form as well, as a Benefits Summary. When you receive these documents, please complete the Confidentiality Agreement, Personal Information, W-4 and fax or mail them back to Allen. The top portion of the I-9 form must be completed and accompanied by acceptable documents within three (3) business days of your Start Date (a list of acceptable documents is also enclosed).

Please be advised that your employment with American Tower Corporation will be considered at will , which means that your employment may be terminated at any time with or without cause by either you or the Company, with or without advance notice.

By acceptance of this offer, you represent that on your first day of work you will be free to accept employment without any contractual or legal restrictions, express or implied, with respect to any of your prior employers or any commitments made to them. You also represent that you have not taken or otherwise misappropriated and you do not have in your possession or control any confidential or proprietary


information belonging to any of your prior employers or connected with or derived from your service with your prior employers. You represent that you have returned to all prior employers, any and all such confidential or proprietary information. You further acknowledge that the Company has informed you that you are not to use or cause the use of such confidential or proprietary information in any manner whatsoever in connection with your employment by the Company.

This offer of employment will remain open for your consideration and acceptance until the close of business on Friday, February 20, 2009. If you have any questions, please free to contact me.

Finally, Tom, I want to convey my enthusiasm at the opportunity for us to work together to take our company to the next level. The prospect of you joining our leadership team is unanimously favored by all of the Directors and executives at our company that you have met or spoken to. We can’t wait for you to get started.

 

Sincerely,

/s/ James Taiclet

James Taiclet
Chairman, President, and Chief Executive Officer
116 Huntington Ave, 11 th Floor
Boston, MA 02116
Phone: (617) 375-7520
Fax: (617) 375-7575

 

 

My signature acknowledges receipt and acceptance of this employment offer with American Tower Corporation as outlined above.

 

/s/ Thomas Bartlett

   

2/09

 
Signature     Date  

Exhibit 10.2

AMERICAN TOWER CORPORATION

SEVERANCE PROGRAM

 

 

Effective as of March 2, 2009

 

 

ARTICLE 1

PURPOSE

1.1 Establishment : American Tower Corporation (the “Company”) hereby adopts effective as of March 2, 2009 and as part of the American Tower Corporation Benefits Plan (the “Benefits Plan”), a severance program for the benefit of its employees eligible hereunder, which shall be known as the American Tower Corporation Severance Program (the “Severance Program” or the “Program”). The Severance Program is a Contract under the Benefits Plan. This document describes the features of the Benefits Plan that are unique to the Severance Program. Other features of the Severance Program are located in the policies, documents and rules governing the Benefits Plan.

1.2 Purpose : The purpose of the Severance Program is to provide transition assistance in the form of severance benefits for Eligible Employees in the event of a Qualifying Termination.

1.3 Effect of Prior Severance Pay Programs, Plans or Arrangements : The Program supersedes and replaces any prior severance pay programs, plans and arrangements (whether written or oral) for any Participant.

ARTICLE 2

DEFINITIONS

Whenever used in this Program, the following words and phrases have the meanings set forth below unless the context plainly requires a different meaning, and when the defined meaning is intended, the term is capitalized. Capitalized terms not defined below have the meanings set forth in the Benefits Plan.

2.1 Acquirer(s) : the person(s) or entity(ies) that acquire(s) the stock or assets of the Company in a Change of Control, and includes persons or entities (a) that directly or indirectly control such person(s) or entity(ies) and (b) that are controlled by or are under direct or indirect common control with such person(s) or entity(ies).

2.2 Base Earnings : means a Participant’s weekly rate of pay as of the date of the Qualifying Termination, exclusive of overtime, bonuses, commissions or other forms of premium, equity and/or incentive pay; provided that, if specifically provided for in the Severance Policy applicable to the Participant, Base Earnings shall also include, for a Participant who is a

 

Page 1 of 8


sales manager or account manager and who participates in an Employer plan or arrangement that provides for quota-based commissions, the weekly amount that would be payable to such Participant with respect to his or her annualized Commission Target related thereto, calculated as if such Commission Target was paid on a weekly basis.

2.3 Benefits Plan : has the meaning set forth in Section 1.1.

2.4 Cause : (a) gross negligence or material willful misconduct in the performance of a Participant’s duties and responsibilities; (b) insubordination; (c) conviction of a crime involving moral turpitude or imprisonment for any crime; (d) material violation of any agreement with an Employer to which the Participant is a party; or (e) any act or omission by the Participant resulting or intended to result in personal gain at an Employer’s expense or harm to an Employer, its interests or its reputation.

2.5 Change of Control : a transaction designated by the Board prior to the Closing Date as a Change of Control for purposes of this Severance Program, such as a sale of stock, a merger or other reorganization, or a sale of all or substantially all of the assets of the Company, that has the result that the majority ownership of the Company or its assets is thereafter held by persons not shareholders of the Company immediately prior to such transaction.

2.6 Closing Date : the date on which the Change of Control occurs.

2.7 Commission Target : means, for a Participant who is a sales manager or account manager under an Employer plan or arrangement that provides for quota-based commissions, the amount of commission that would have been paid to such Participant had the Participant not experienced a Qualifying Termination prior to the payment thereof, assuming 100% achievement of applicable targets or quotas by the Participant under such plan or arrangement.

2.8 Confidentiality and Restrictive Covenants Agreement : an agreement, in a form satisfactory to the Company, that restricts the Participant from using confidential information of the Company and any affiliate, from competing with the Company or any affiliate, from soliciting any employees of the Company or any affiliate, and disparaging the Company or any affiliate.

2.9 Company : has the meaning set forth in Section 1.1.

2.10 Employer : the Company and any affiliate that is designated by the Company as a participating company. As of the Effective Date, the following affiliates are participating companies: American Towers, Inc. and ATC Tower Services Inc.

2.11 Effective Date : means March 2, 2009.

2.12 Eligible Employee : an individual who is a common law employee of an Employer working in the United States; provided, however, that the term shall not include: (a) temporary or irregular employees or contractors; (b) independent contractors; (c) leased employees within the meaning of Section 414(n) of the Code; (d) except to the extent specifically bargained for, members of a collective bargaining unit; and (e) employees of any foreign affiliates (other than individuals designated as “expatriate employees” by the Plan Administrator); and provided, further, that any individual described in subparagraph (b) of this Section shall remain ineligible to participate in the Program, notwithstanding any re-characterization of the individual as an employee for any federal, state or local law purpose.

 

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An employee who is not regularly scheduled to work at least 20 hours per week and who has not been employed by an Employer for a continuous period of at least 90 days shall not be treated as an Eligible Employee for purposes of this Program.

2.13 Good Reason : means, without the written consent of a Participant, (i) a material diminution of a Participant’s annual Base Earnings; (ii) a material diminution of a Participant’s authority, duties or responsibilities; or (iii) a relocation of a Participant’s worksite of more than 50 miles from his or her existing worksite; provided, that the Participant has provided Employer written notice of the existence of the condition(s) within 60 days of its initial existence, and the Employer has failed to remedy the condition(s) after 30 days of receiving such notice from the Participant.

2.14 Participant : every Eligible Employee other than an employee who, at the time of the Qualifying Termination, is subject to an individual agreement with an Employer that provides for severance benefits that are different from those provided hereunder.

2.15 Performance Reasons : a substantive violation by a Participant of an applicable Employer policy or procedure or the performance by a Participant of his or her job or position in a manner deemed by an Employer to be unsatisfactory.

2.16 Program or Severance Program : this American Tower Corporation Severance Program, as set forth herein, with any and all supplements and amendments hereto that may be in effect.

2.17 Pro-Rated Bonus Payment : the portion of Severance Benefits that are payable based on a pro rata share of a cash bonus and/or commission payment that would have been made to a Participant under an Employer bonus or commission plan or arrangement (but with no double counting of any bonus or commission arrangement in the calculation of the Severance Benefits hereunder) had the Participant not experienced a Qualifying Termination. The amount paid will be pro rated based on the number of days of service in the relevant period completed as of the date of the Qualifying Termination to the total number of days of service in the relevant bonus or commission period, and shall be determined assuming all goals and objectives for such bonus or commission plan or arrangement had been 100% achieved.

2.18 Qualifying Termination : means the termination of a Participant’s employment by an Employer solely as a result of the Employer’s elimination of his or her job or position; provided that, if specifically provided for in the Severance Policy applicable to the Participant, a Qualifying Termination shall also include the termination of such Participant’s employment by the Participant for Good Reason. Termination of a Participant’s employment for any other reason, including, by way of illustration and not limitation, (i) voluntary termination by the Participant (other than for Good Reason, if applicable), (ii) the termination by an Employer of a Participant for Cause, or (iii) the termination by an Employer of a Participant for Performance Reasons, shall not constitute a Qualifying Termination.

 

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2.19 Separation and Release Agreement : an agreement and general release, in a form satisfactory to the Company, that releases and forever discharges the Company and its affiliates, officers and directors from all claims and damages that the Participant may have in connection with or arising out of his or her employment or the termination of employment with the Company or any affiliate.

2.20 Severance Benefits : the benefits provided hereunder, as determined pursuant to Article 3.

2.21 Severance Pay : the portion of Severance Benefits that are payable based on a Participant’s Base Earnings.

2.22 Severance Period : the period equal to the total number of weeks of Base Earnings to be paid as Severance Pay hereunder.

2.23 Severance Policies : the policies listed on Exhibit A, as amended and in effect from time to time, that provide the specific benefit entitlement available under this Program to a Participant based on his or her job category at the time of the Qualifying Termination. The terms of each such Severance Policy shall be incorporated herein and made a part hereof. No Participant shall be entitled to Severance Benefits under more than one Severance Policy and the Plan Administrator shall have sole discretion to determine which Severance Policy shall apply to a Participant.

2.24 Year of Service : each 12-month period of continuous service as an employee, commencing on a Participant’s most recent date of hire with an Employer. A Participant shall not be given credit for a Year of Service unless he or she completes a full 12-month period of continuous service as an employee.

ARTICLE 3

BENEFITS

3.1 Eligibility for Severance Benefits : A Participant shall become entitled to Severance Benefits under this Program in the event he or she experiences a Qualifying Termination, subject to the following:

(a) For purposes of this Program and all Severance Policies hereunder, the determination of whether a Participant has experienced a Qualifying Termination, including, by way of illustration and not limitation, whether a termination is for (i) Cause, (ii) Performance Reasons or (iii) Good Reason, will be made by the Plan Administrator, in its sole and absolute discretion, and such determination will be conclusive and binding on the Participant.

(b) A Participant shall not be eligible for Severance Benefits hereunder unless the Participant shall have experienced a Qualifying Termination.

(c) No amount will be payable hereunder if the Participant dies prior to a proposed date of a Qualifying Termination.

 

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(d) A Participant shall not be eligible for Severance Benefits hereunder if the Participant is terminated by an Employer for Cause or for Performance Reasons or if the Participant quits (unless the Participant quits for Good Reason and the Severance Policy applicable to the Participant permits Severance Benefits under such circumstances).

(e) A Participant shall not be eligible for Severance Benefits hereunder if the Participant has been offered other employment by an Employer or by a successor entity (as hereinafter defined) in the same or a similar position as Participant’s position and that is at the same location or within 50 miles of Participant’s worksite, as of the date he or she was notified of his or her proposed Qualifying Termination. For this purpose, a successor entity to an Employer shall mean a corporation or organization resulting from (i) the merger, consolidation or share exchange involving the Employer in which the Employer is not the surviving corporation, or (ii) any corporation or organization succeeding to substantially all of the assets and business of the Employer.

(f) A Participant must satisfy each of the following conditions in order to receive Severance Benefits hereunder:

 

  (i) The Participant must not have notified an Employer (whether orally or in writing) of his or her intention to terminate employment with the Employer for any reason (including, by way of illustration and not limitation, voluntary resignation, normal retirement or early retirement) prior to the Employer’s announcement of the proposed Qualifying Termination (other than a notice provided by a Participant in the case of a termination for Good Reason, if applicable under the Severance Policy for the Participant); and

 

  (ii) The Participant must not be on a leave of absence as of the date of the Qualifying Termination; and

 

  (iii) The Participant must sign, and not revoke, if applicable, within the period specified therein, a Separation and Release Agreement, and if provided for under the applicable Severance Policy, a Confidentiality and Restrictive Covenants Agreement and any other agreement(s), in each case in a form satisfactory to the Company.

3.2 Severance Benefits : A Participant’s Severance Benefits, including Severance Pay and Pro-Rated Bonus Payment, will be the amount determined under the applicable Severance Policy for the Participant’s position in effect as of the date of the Qualifying Termination.

3.3 Time and Manner of Payment : Payments hereunder will be made as follows:

(a) The Employer shall make payments of Severance Pay and any Pro-Rated Bonus Payment in a lump sum on the first scheduled payroll date following execution of the agreements required by Section 3.1(f)(iii) hereof and the applicable Severance Policy or, if later, the first scheduled payroll date following the expiration of any applicable revocation period under such agreements; provided, however, that to the extent any such agreements required by Section 3.1(f)(iii) hereof have been executed and not revoked, and payments have not been made as of the date 60 days following the date of the

 

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Qualifying Termination, all payments shall be made on such date. Notwithstanding the foregoing, all payments hereunder shall be subject to the provisions set forth in Section 4.4 hereof related to compliance with Code Section 409A.

(b) The Company shall withhold from any payments all federal, state, local or other taxes that are legally required to be withheld.

(c) Any payments due hereunder for Severance Pay and Pro-Rated Bonus Payment shall be reduced by any other severance or termination payment due to a Participant, including, by way of illustration and not limitation, any amounts paid pursuant to federal, state or local government worker notification ( e.g. , Worker Adjustment and Retraining Notification (W.A.R.N.) Act) or office closing requirements, any amounts owed a Participant pursuant to a contract with an Employer and amounts paid to a Participant placed in a temporary layoff status (often referred to as a furlough), which immediately precedes the commencement of Severance Benefits hereunder. In addition, to the extent any federal, state or local government regulation provides for payments related to accrued wages, bonuses, commissions, reimbursements, flextime or other benefits in an amount or manner different from the Employer’s policies and programs, including this Program, any payments hereunder for Severance Pay and Pro-Rated Bonus Payment shall be offset by such amounts.

3.4 Rehire : If a Participant who receives payments hereunder for Severance Pay and Pro-Rated Bonus Payment is reinstated, he or she will not be required to reimburse the Employer for any payments received prior to being rehired. Any unpaid Severance Pay and Pro-Rated Bonus Payment will be forfeited upon a Participant’s rehire by an Employer.

3.5 Subsequent Employment : A Participant who receives payments hereunder for Severance Pay and Pro-Rated Bonus Payment shall not be required to mitigate the amount of any such payments by seeking other employment or otherwise, and subject to Section 3.4 hereof, no such payment shall be offset or reduced by the amount of any compensation provided to the Participant in any subsequent employment.

3.6 Accrued Wages and Expense Reimbursements : In addition to the Severance Benefits under this Program, a Participant that experiences a Qualifying Termination shall be entitled to: (1) accrued wages due through the date of the Qualifying Termination in accordance with the Employer’s normal payroll practices; (2) reimbursement for any unreimbursed business expenses properly incurred by the Participant prior to the date of the Qualifying Termination in accordance with the Employer’s policy (and for which the Participant has submitted proper documentation as may be required by the Employer); and (3) any accrued but unused flextime pay. In addition, a Participant that is subject to an Employer commission plan or arrangement shall receive all commissions properly earned, but not yet paid, in accordance with the terms of such plan or arrangement. All payments shall be subject to proper tax withholding.

3.7 Settlement of Accounts : The Company may deduct (after all applicable tax withholdings have been deducted) from payments hereunder any indebtedness, obligation or liability owed by the Participant to an Employer as of his or her date of termination, as permitted under applicable law.

 

Page 6 of 8


ARTICLE 4

MISCELLANEOUS

4.1 Employment Status : This Severance Program does not constitute a contract of employment or impose on an Employer any obligation to retain any Eligible Employee as an employee or to change any employment policies of an Employer. Upon a Qualifying Termination hereunder, an Eligible Employee will thereafter cease to be an employee for any purpose.

4.2 Right to Amend or Terminate : The Company, by action of the Board or its duly authorized delegee, reserves the right at any time and from time to time to amend or terminate this Severance Program; provided, however, that subsequent to any Closing Date, the Program and each of the Severance Policies, all as in effect at the Closing Date, shall be maintained in substance and effect for at least 24 months following any Closing Date, subject only to administrative, process or other amendments or changes that do not materially affect the rights of Eligible Employees hereunder. In the event a Change of Control is structured as a sale of all or substantially all of the assets of the Company, the Company will negotiate for the Acquirer to assume and perform the obligations of the Company hereunder.

4.3 Large Scale Reduction in Force : In the event of a large scale reduction in force and except as otherwise limited by Section 4.2, the Company reserves the right, on its behalf and on behalf of all Employers, to reduce, due to economic factors, the benefits set forth in Article 3 of the Severance Program.

4.4 Code Section 409A : It is the intention of the parties that no payment or entitlement pursuant to this Program will give rise to any adverse tax consequences to any person pursuant to Code Section 409A. The Administrator shall interpret and apply the Program to that end, and shall not give effect to any provision herein in a manner that reasonably could be expected to give rise to adverse tax consequences under Code Section 409A; provided, however, that nothing herein shall require an Employer to provide a Participant with any gross-up for any tax, interest or penalty that may be incurred under Code Section 409A or otherwise. Any reimbursement due or expenses to be paid under any provision of this Severance Program shall be paid not later than March 15 of the year following the year in which the expense is incurred. In the case of any payment on termination (other than in compliance with the requirements of Treas. Reg. §1.409A-1(b)(9)(iii) or (v) or of any successor thereto or any other provision that exempts a payment from Code Section 409A and other than any payment that is a “short-term deferral” within the meaning of Treas. Reg. §1.409A-1(b)(4)(i)) while a Participant is a specified employee within the meaning of Code Section 409A(a)(2)(B)(i), in no event will such payment be made earlier than six months after the Participant’s “separation from service” within the meaning of Treas. Reg. §1.409A-1(h). In the event that, due to Code Section 409A, a Participant does not receive one or more cash payments that would otherwise be due during that six-month period, all such delayed payments will be made on the first day after the six-month anniversary of his or her “separation from service” within the meaning of Treas. Reg. §1.409A-1(h), and thereafter any remaining payments shall be made in accordance with any existing schedule.

 

Page 7 of 8


EXHIBIT A

 

Policy No.

  

Title

COR-POL-230    Severance Policy - Executive Vice Presidents and Chief Executive Officer
COR-POL-220    Severance Policy - Vice Presidents and Senior Vice Presidents
COR-POL-210    Severance Policy - Managers and Directors
COR-POL-200    Severance Policy - Employees and Supervisors

 

Page 8 of 8

Exhibit 10.3

 

LOGO

 

  

Corporate Policy Manual

American Tower Corporation

  

 

Document #:                            

 

COR-POL-230

  

 

Rev.:                

 

0

    Title:   

Severance Policy – Executive Vice Presidents

and Chief Executive Officer

 

  

Page #:

1  of 4

 

 

 

REVISION HISTORY

 

 

    REV    

  

 

Description of Change

  

 

Author

  

 

    Effective    

Date

0

 

  

Initial Release

 

  

        Human Resources        

 

  

3/2/2009

 

 

REFERENCE DOCUMENTS

 

 

Document Number

 

  

Document Title

 

    

 

American Tower Corporation Severance Program

 

 

1. Purpose

The purpose of this Policy is to specify the benefits available to certain employees of American Tower Corporation and its affiliates in the event their job or position is eliminated.

This document is a part of the American Tower Corporation Severance Program, which itself is part of the American Tower Corporation Benefits Plan, and is part of the summary plan description for the Benefits Plan. This document provides an overview of the benefits available and must be read in conjunction with the Severance Program where, for example, certain terms are fully defined. In the event of an inconsistency between this document and the Severance Program and the Benefits Plan, the Severance Program and Benefits Plan will govern.

 

2. Scope

This Policy applies to “Eligible Employees” who are “Participants” (each as defined in the Severance Program, but basically consisting of U.S. employees regularly scheduled to work at least 20 hours a week other than temporary or irregular employees or contractors) who hold the position of “Executive Vice President” or “Chief Executive Officer” at the time of their termination, as determined by the Administrator of the Benefits Plan. For purposes of employees covered by this Policy, however, the requirement that an individual be employed for at least 90 continuous days in order to be an “Eligible Employee” shall not apply. Employees meeting these requirements are referred to below as “Covered Employees.”

A Covered Employee is eligible for Severance Benefits under the Severance Program if he or she experiences a Qualifying Termination (defined in the Severance Program but basically limited to our termination of an individual’s employment due to the elimination of that person’s job or position). A Qualifying Termination also includes a termination by the Covered Employee of his or her employment for “Good Reason.” Good Reason is defined in the Severance Program, but generally means that we have, without the Covered Employee’s written consent (and after notice and

 

 

Confidential


LOGO

 

  

Corporate Policy Manual

American Tower Corporation

  

 

Document #:                            

 

COR-POL-230

  

 

Rev.:                

 

0

    Title:   

Severance Policy – Executive Vice Presidents

and Chief Executive Officer

 

  

Page #:

2  of 4

 

 

opportunity for correction), materially diminished his or her annual Base Earnings (as defined below) or authority, duties or responsibilities or relocated his or her worksite more than 50 miles from his or her existing worksite. Note that if a Covered Employee voluntarily quits (or than for Good Reason) or is terminated for “Cause” or “Performance Reasons” (each as defined in the Severance Program) or leaves for any other reason, Severance Benefits are not available under the Severance Program.

 

3. Severance Benefits

 

  3.1 Severance Pay

The amount of Severance Pay is based on “Base Earnings”. “Base Earnings” are generally defined in the Severance Program as a Covered Employee’s weekly rate of pay as of the date of termination without regard to other forms of compensation, such as overtime, bonuses or equity compensation.

A Covered Employee who experiences a Qualifying Termination will receive Severance Pay equal to the number of weeks of his or her Base Earnings as set forth in the table below.

 

Covered Employee

  

Severance Pay

Executive Vice President    78 weeks of Base Earnings
Chief Executive Officer    104 weeks of Base Earnings

The total number of weeks for which you will receive Severance Pay is referred to as the Severance Period.

 

  3.2 Pro-Rated Bonus Payment

A Covered Employee who experiences a Qualifying Termination will receive a Pro-Rated Bonus Payment equal to the amount of bonus that would have been paid had he or she remained employed for the applicable bonus period (e.g. annual or quarterly), in effect on the date of termination, and assuming all goals and objectives for such bonus had been 100% achieved, multiplied by the number of completed days of service prior to termination divided by the number of days in the bonus period.

Example: Stuart is eligible for an annual bonus for 2009 equal to 60% of Stuart’s annual salary, which is currently $300,000. Stuart, a Covered Employee, is terminated November 4, 2009. Stuart is entitled to a bonus of $151,890 ($300,000 [salary] times 60% [bonus amount] times 308 [completed days prior to termination] divided by 365 [total days in bonus period]).

 

  3.3 Health and Welfare Benefits

As long as a Covered Employee has not breached any agreement referred to in Section 3.5(a), the following additional health, welfare and fringe benefits will be available.

 

  a)

If a Covered Employee who experiences a Qualifying Termination elects to continue group medical and/or dental coverage under the federal law known as “COBRA,” we will continue to pay the employer share of the cost of coverage in accordance with

 

 

Confidential


LOGO

 

  

Corporate Policy Manual

American Tower Corporation

  

 

Document #:                            

 

COR-POL-230

  

 

Rev.:                

 

0

    Title:   

Severance Policy – Executive Vice Presidents

and Chief Executive Officer

 

  

Page #:

3  of 4

 

 

 

standard payment practices until the earlier of (i) the end of the applicable Severance Period and (ii) the date on which COBRA coverage ends. A Covered Employee must continue to pay the employee share of the cost of coverage during this period, and, if he or she remains COBRA-eligible, must pay for the entire cost of COBRA coverage for the remainder of the COBRA period.

 

  b) The Employee Assistance Plan will remain available to Covered Employees who experience a Qualifying Termination or who quit for Good Reason (and their family members) during the applicable Severance Period.

 

  c) A Covered Employee who experiences a Qualifying Termination is eligible to submit reimbursement for any eligible expenses under the Wellness Reimbursement Program provided that the expenses were incurred prior to termination. All reimbursements must be received by the Benefits Department within 30 days of the termination date and are subject to the guidelines of the Wellness Reimbursement Program. Requests for reimbursement received beyond the 30-day timeframe will not be processed.

 

  d) A Covered Employee who experiences a Qualifying Termination will be reimbursed for any pre-approved courses under the Educational Assistance Policy prior to termination as long as he or she satisfies the conditions for reimbursement under that Policy (such as the satisfactory grade requirement). To be eligible for reimbursement, the former employee must submit for reimbursement within 60 days of receipt of the final grade.

 

  e) A Covered Employee who experiences a Qualifying Termination is eligible for outplacement services through a provider selected by us for a period of nine months following termination.

 

  3.4 Accelerated Vesting of Certain Equity Compensation .

Notwithstanding anything to the contrary in any equity compensation plan or agreement, if within 14 days before or two years following a “Change of Control,” as defined in the Severance Program, a Covered Employee experiences a Qualifying Termination, all outstanding equity-based awards then held by the Covered Employee, including but not limited to all stock options and restricted stock units, shall be accelerated so that they vest in full as follows: (a) if the Covered Employee experiences a Qualifying Termination prior to a Change of Control, all of his or her outstanding equity-based awards shall vest in full effective as of the date of the Change of Control and (b) if the Covered Employee experiences a Qualifying Termination following a Change of Control, all of his or her outstanding equity-based awards shall vest in full effective as of the date of termination. In the event the Covered Employee quits for Good Reason, this Section 3.4 shall only apply if the Good Reason condition occurs within 14 days before or two years following the Change of Control (and the notice and remedy provisions relating to the Good Reason set forth in the Severance Plan are (or are not, as applicable) satisfied).

 

  3.5 Time and manner of Benefits

 

  a)

No Severance Benefits will be made or provided under the Severance Program unless the Covered Employee has signed and timely returned, and not revoked, if applicable, a “Separation and Release Agreement” and a “Confidentiality and Restrictive Covenants Agreement,” each as defined in the Severance Program and

 

 

Confidential


LOGO

 

  

Corporate Policy Manual

American Tower Corporation

  

 

Document #:                            

 

COR-POL-230

  

 

Rev.:                

 

0

    Title:   

Severance Policy – Executive Vice Presidents

and Chief Executive Officer

 

  

Page #:

4  of 4

 

 

 

each in a form satisfactory to us. These agreements will, among other things, provide us with a release for all claims and damages that the Covered Employee may have in connection with or arising out of his or her employment or the termination of employment with us.

 

  b) Severance Pay and any Pro-Rated Bonus Payment will be made in a lump sum with the first scheduled payroll after the Covered Employee executes and returns the agreements referred to above (or with the first scheduled payroll after the revocation period has expired), and all payments are subject to applicable tax withholding. We may also deduct any amounts a Covered Employee owes us to the extent permitted by applicable law.

 

  c) Severance Pay and any Pro-Rated Bonus Payment will be reduced by any other severance or termination payments due to a Covered Employee (such as a payment required pursuant to W.A.R.N.), any amounts owed a Covered Employee pursuant to a contract with us, and amounts paid to a Covered Employee placed in a temporary layoff status (often referred to as a furlough). Severance Pay and any Pro-Rated Bonus Payment will also be reduced to the extent any law provides for payments related to accrued wages, bonuses, commissions, reimbursements, flextime or other benefits in an amount or manner different from our policies and programs, including the Severance Program.

 

  d) If applicable under the agreements referred to in Section 3.5(a) above, a portion of the after-tax payments made under this Policy shall be deposited and maintained in a restricted account to serve as security for the Covered Employee’s compliance with the ongoing covenants, restrictions and obligations contained in the agreements, with restrictions on distribution up to and including forfeiture in the event on non-compliance.

 

  e) If a Covered Employee is later rehired by us, he or she may keep whatever Severance Pay and Pro-Rated Bonus Payment has been paid prior to being rehired, but will lose any right to unpaid Severance Pay and Pro-Rated Bonus Payment.

 

4. Additional Information

Although not part of the Severance Program, the following is a summary (not necessarily inclusive) of additional benefits that may be available to Covered Employees:

 

  a) Covered Employees are entitled to: (1) accrued wages due through the date of their termination in accordance with our normal payroll practices; (2) reimbursement for any unreimbursed business expenses properly incurred prior to termination in accordance with our policies (and for which proper documentation has been submitted); and (3) any accrued but unused flextime pay.

 

  b) Vesting of outstanding stock options and restricted stock units will stop on the date of termination, and all unvested stock options and restricted stock units will be cancelled.

 

  c) In general, employees have 90 days to exercise vested stock options granted under the American Tower Systems Corporation 1997 Stock Option Plan and three months to exercise vested stock options granted under the American Tower Corporation 2007 Equity Incentive Plan, but an employee should refer to his or her own option agreement(s) to confirm the exact post-termination exercise period of each option.

 

 

Confidential

Exhibit 10.4

WAIVER AND TERMINATION AGREEMENT

This Waiver and Termination Agreement (this “Agreement”) is executed as of this      day of March 2009 by and between American Tower Corporation, a Delaware corporation and its subsidiaries and affiliates (collectively the “Company”) and                                          (“Employee,” and together with the Company, the “Parties,” and each, a “Party”).

WHEREAS, pursuant to that certain letter dated                      (the “Employment Letter”), the Company has agreed to provide certain benefits to the Employee in the event the Employee’s employment is terminated by the Company in certain circumstances;

WHEREAS, the Company has implemented the American Tower Corporation Severance Program (the “Program”), which provides for certain benefits to eligible Company employees in the event an employee’s employment is terminated by the Company in certain circumstances;

WHEREAS, the rights provided for under the Program apply only to employees who are not otherwise eligible for severance benefits under an individual agreement with the Company;

WHEREAS, the Employee desires to waive all rights to the benefits afforded under the Employment Letter in favor of the rights afforded under the Program and terminate the Employment Letter in its entirety; and

WHEREAS, the Parties have agreed to the terms as set forth herein.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

 

1. To the extent the Employment Letter was a legally binding or enforceable obligation of the Company, the Employee and the Company hereby agree to waive the terms and conditions contained in the Employment Letter and to terminate the Employment Letter in its entirety effective as of the date of this Agreement. The Parties agree and acknowledge that the benefits provided for in this Agreement replace and supersede in their entirety any and all benefits that may have been afforded the Employee under the Employment Letter.

 

2. Effective as of the date of this Agreement, the Employee shall be considered a Participant under the Program, as defined therein, and shall be eligible for all benefits provided thereunder, subject to the terms and conditions thereof.

 

3. The Employee’s employment with the Company is considered at will, which means that the Employee’s employment may be terminated at any time by the Company for any reason, with or without advance notice. In the event the Employee’s employment is terminated by the Company, the Employee shall be eligible to receive only those benefits provided under the Program and only to the extent the Employee satisfies the terms and conditions contained therein.

 

4. This Agreement shall be binding upon the Parties, their heirs, successors and assigns, and may not be abandoned, supplemented, changed or modified in any manner, orally or otherwise, except by an instrument in writing of concurrent or subsequent date signed by a duly authorized representative of the Parties.

 

5. This Agreement shall be governed by and interpreted and construed in accordance with the laws of the Commonwealth of Massachusetts.


IN WITNESS WHEREOF, the parties hereto have hereunto executed this Waiver and Termination Agreement on the date and year first above written.

 

EMPLOYEE

 

Name:

AMERICAN TOWER CORPORATION

 

By:

Its:

Exhibit 99.1

LOGO

Contact: Michael Powell

Vice President, Investor Relations

Telephone: (617) 375-7500

AMERICAN TOWER NAMES THOMAS BARTLETT

AS CHIEF FINANCIAL OFFICER

Boston, Massachusetts – March 5, 2009 – American Tower Corporation (NYSE: AMT) today announced that Thomas Bartlett will be joining the Company as its new Executive Vice President and Chief Financial Officer. In this role, Mr. Bartlett will lead the Company’s finance organization and oversee the Company’s information technology organization. Mr. Bartlett will report directly to Jim Taiclet, the Company’s Chief Executive Officer. It is expected that Mr. Bartlett will commence his new role with the Company on April 1, 2009.

Jean Bua, who has been serving as the Company’s Chief Financial Officer on an interim basis since June 30, 2008, will assume the new position of Executive Vice President, Finance and Treasurer. Ms. Bua will report to Mr. Bartlett and continue to play a key role in the Company’s finance organization, including treasury, financial planning and analysis, and strategic finance initiatives.

Jim Taiclet said, “Tom’s twenty five years of experience in finance and operations coupled with his background in the telecommunications industry make him a perfect fit for American Tower. Having previously served in senior executive positions in finance and operations he brings a great set of skills, as well as extensive international experience, to his new role as our new CFO. Jean has done an excellent job as our interim CFO, and I look forward to her continuing to play a strategic role with us. Tom will be a great addition to our senior management team and I look forward to working closely with him on our most important, financial, strategic and operational initiatives.”

Mr. Bartlett comes to the Company from Verizon Communications, Inc., where he has served as Senior Vice President and Controller since November 2005. Mr. Bartlett previously held the roles of Senior Vice President and Treasurer, as well as Senior Vice President of Investor Relations. During his career with Verizon and its predecessor companies and affiliates, he has also served in numerous operations and business development roles, including as the President and Chief Executive Officer of Bell Atlantic International Wireless from 1995-2000, where he was responsible for wireless activities in North America, Latin America, Europe and Asia.

Mr. Bartlett earned his M.B.A. degree from Rutgers University and holds a degree in engineering from Lehigh University. He is also a Certified Public Accountant.

American Tower is a leading independent owner, operator and developer of broadcast and wireless communications sites. American Tower owns and operates over 23,700 communications sites in the United States, Mexico, Brazil and India. For more information about American Tower, please visit www.americantower.com

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