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American Tower Corp./MA – ‘10-Q’ for 9/30/23 – ‘EX-10.4’

On: Thursday, 10/26/23, at 4:08pm ET · For: 9/30/23 · Accession #: 1053507-23-161 · File #: 1-14195

  As Of               Filer                 Filing    For·On·As Docs:Size

10/26/23  American Tower Corp./MA           10-Q        9/30/23  103:13M

Quarterly Report — Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   2.68M 
 2: EX-10.1     Material Contract                                   HTML     46K 
 3: EX-10.2     Material Contract                                   HTML     49K 
 4: EX-10.3     Material Contract                                   HTML     43K 
 5: EX-10.4     Material Contract                                   HTML     59K 
 6: EX-10.5     Material Contract                                   HTML     62K 
 7: EX-31.1     Certification -- §302 - SOA'02                      HTML     32K 
 8: EX-31.2     Certification -- §302 - SOA'02                      HTML     32K 
 9: EX-32       Certification -- §906 - SOA'02                      HTML     30K 
15: R1          Cover Page                                          HTML    111K 
16: R2          Consolidated Balance Sheets                         HTML    165K 
17: R3          Consolidated Balance Sheets (Parenthetical)         HTML     39K 
18: R4          Consolidated Statements of Operations               HTML    133K 
19: R5          Consolidated Statements of Operations               HTML     30K 
                (Parenthetical)                                                  
20: R6          Consolidated Statements of Comprehensive Income     HTML     61K 
                (Loss)                                                           
21: R7          Consolidated Statements of Comprehensive Income     HTML     30K 
                (Loss) (Parenthetical)                                           
22: R8          Condensed Consolidated Statements of Cash Flows     HTML    123K 
23: R9          Condensed Consolidated Statements of Cash Flows     HTML     29K 
                (Parenthetical)                                                  
24: R10         Consolidated Statements of Equity                   HTML    107K 
25: R11         Basis of Presentation and Significant Accounting    HTML    149K 
                Policies                                                         
26: R12         Prepaid and Other Current Assets                    HTML     38K 
27: R13         Leases                                              HTML    187K 
28: R14         Goodwill and Other Intangible Assets                HTML     86K 
29: R15         Accrued Expenses                                    HTML     42K 
30: R16         Long-Term Obligations                               HTML    188K 
31: R17         Fair Value Measurements                             HTML     60K 
32: R18         Income Taxes                                        HTML     41K 
33: R19         Stock-Based Compensation                            HTML     58K 
34: R20         Equity                                              HTML     71K 
35: R21         Noncontrolling Interests                            HTML     49K 
36: R22         Earnings Per Common Share                           HTML     54K 
37: R23         Commitments and Contingencies                       HTML     35K 
38: R24         Acquisitions                                        HTML     53K 
39: R25         Business Segments                                   HTML    226K 
40: R26         Subsequent Events                                   HTML     29K 
41: R27         Basis of Presentation and Significant Accounting    HTML     42K 
                Policies (Policies)                                              
42: R28         Basis of Presentation and Significant Accounting    HTML    144K 
                Policies (Tables)                                                
43: R29         Prepaid and Other Current Assets (Tables)           HTML     39K 
44: R30         Leases (Tables)                                     HTML     83K 
45: R31         Goodwill and Other Intangible Assets (Tables)       HTML     90K 
46: R32         Accrued Expenses (Tables)                           HTML     42K 
47: R33         Long-Term Obligations (Tables)                      HTML    167K 
48: R34         Fair Value Measurements (Tables)                    HTML     55K 
49: R35         Income Taxes (Tables)                               HTML     34K 
50: R36         Stock-Based Compensation (Tables)                   HTML     55K 
51: R37         Equity (Tables)                                     HTML     61K 
52: R38         Noncontrolling Interests (Tables)                   HTML     43K 
53: R39         Earnings Per Common Share (Tables)                  HTML     56K 
54: R40         Acquisitions (Tables)                               HTML     49K 
55: R41         Business Segments (Tables)                          HTML    216K 
56: R42         BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING    HTML     82K 
                POLICIES - Narrative (Details)                                   
57: R43         BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING    HTML     36K 
                POLICIES - Cash, Cash Equivalents, and Restricted                
                Cash (Details)                                                   
58: R44         BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING    HTML     84K 
                POLICIES - Disaggregation of Revenue (Details)                   
59: R45         Prepaid and Other Current Assets (Details)          HTML     40K 
60: R46         LEASES - Future Minimum Rental Receipts Expected    HTML     41K 
                Under Operating Leases (Details)                                 
61: R47         LEASES - Information About Other Lease-related      HTML     35K 
                Balances (Details)                                               
62: R48         LEASES - Schedule of Weighted Average Lease Terms   HTML     31K 
                and Discount Rates (Details)                                     
63: R49         LEASES - Lease Costs (Details)                      HTML     31K 
64: R50         LEASES - Supplemental Cash Flow Information         HTML     35K 
                (Details)                                                        
65: R51         LEASES - Maturities of Operating Leases (Details)   HTML     49K 
66: R52         GOODWILL AND OTHER INTANGIBLE ASSETS - Changes in   HTML     68K 
                the Carrying Value of Goodwill (Details)                         
67: R53         GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative    HTML     40K 
                (Details)                                                        
68: R54         GOODWILL AND OTHER INTANGIBLE ASSETS - Other        HTML     51K 
                Intangible Assets Subject to Amortization                        
                (Details)                                                        
69: R55         GOODWILL AND OTHER INTANGIBLE ASSETS - Expected     HTML     40K 
                Future Amortization Expenses (Details)                           
70: R56         Accrued Expenses (Details)                          HTML     47K 
71: R57         LONG-TERM OBLIGATIONS - Schedule of Long-Term Debt  HTML    249K 
                Obligations (Details)                                            
72: R58         LONG-TERM OBLIGATIONS - Current Portion of          HTML     54K 
                Long-Term Obligations (Details)                                  
73: R59         LONG-TERM OBLIGATIONS - Repayment of Debt           HTML     75K 
                (Details)                                                        
74: R60         LONG-TERM OBLIGATIONS - Offering of Senior Notes    HTML     87K 
                (Details)                                                        
75: R61         LONG-TERM OBLIGATIONS - Schedule of Key Terms of    HTML     69K 
                Notes (Details)                                                  
76: R62         LONG-TERM OBLIGATIONS - Bank Facilities (Details)   HTML     72K 
77: R63         LONG-TERM OBLIGATIONS - Schedule of Credit          HTML     67K 
                Facilities and Term Loans (Details)                              
78: R64         LONG-TERM OBLIGATIONS - India Term Loan (Details)   HTML     39K 
79: R65         LONG-TERM OBLIGATIONS - India Credit Facilities     HTML     34K 
                (Details)                                                        
80: R66         FAIR VALUE MEASUREMENTS - Assets and Liabilities    HTML     67K 
                Measured at Fair Value on a Recurring Basis                      
                (Details)                                                        
81: R67         FAIR VALUE MEASUREMENTS - Narrative (Details)       HTML     79K 
82: R68         INCOME TAXES - Narrative (Details)                  HTML     53K 
83: R69         INCOME TAXES - Schedule of Penalties and Income     HTML     29K 
                Tax Related Expenses (Details)                                   
84: R70         STOCK-BASED COMPENSATION - Narrative (Details)      HTML    109K 
85: R71         STOCK-BASED COMPENSATION - Summary of Stock-based   HTML     29K 
                Compensation Expenses (Details)                                  
86: R72         STOCK-BASED COMPENSATION - Summary of the           HTML     37K 
                Company's Option Activity (Details)                              
87: R73         STOCK-BASED COMPENSATION - Summary of Restricted    HTML     64K 
                Stock Activity (Details)                                         
88: R74         EQUITY - Narrative (Details)                        HTML     56K 
89: R75         EQUITY - Distributions (Details)                    HTML     37K 
90: R76         NONCONTROLLING INTERESTS - Narrative (Details)      HTML    112K 
91: R77         NONCONTROLLING INTERESTS - Schedule of Changes in   HTML     61K 
                Noncontrolling Interest (Details)                                
92: R78         EARNINGS PER COMMON SHARE - Schedule of Earnings    HTML     53K 
                Per Basic and Diluted by Common Class (Details)                  
93: R79         EARNINGS PER COMMON SHARE - Schedule Of Shares      HTML     32K 
                Excluded From Computation Of Earnings Per Share                  
                (Details)                                                        
94: R80         Commitments and Contingencies (Details)             HTML     46K 
95: R81         ACQUISITIONS - Schedule of Merger and Acquisition   HTML     31K 
                Related Costs (Details)                                          
96: R82         ACQUISITIONS - Narrative (Details)                  HTML     40K 
97: R83         ACQUISITIONS - Schedule of Allocation of Purchase   HTML     48K 
                Price for Asset Acquisitions (Details)                           
98: R84         BUSINESS SEGMENTS - Summarized Segment Financial    HTML    158K 
                Information (Details)                                            
101: XML         IDEA XML File -- Filing Summary                      XML    181K  
99: XML         XBRL Instance -- amt-20230930_htm                    XML   3.55M 
100: EXCEL       IDEA Workbook of Financial Report Info              XLSX    218K  
11: EX-101.CAL  XBRL Calculations -- amt-20230930_cal                XML    239K 
12: EX-101.DEF  XBRL Definitions -- amt-20230930_def                 XML   1.06M 
13: EX-101.LAB  XBRL Labels -- amt-20230930_lab                      XML   2.07M 
14: EX-101.PRE  XBRL Presentations -- amt-20230930_pre               XML   1.42M 
10: EX-101.SCH  XBRL Schema -- amt-20230930                          XSD    241K 
102: JSON        XBRL Instance as JSON Data -- MetaLinks              602±   901K  
103: ZIP         XBRL Zipped Folder -- 0001053507-23-000161-xbrl      Zip    530K

‘EX-10.4’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

C: C:

Document

Exhibit 10.4


American Tower Corporation Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (U.S. Employee) ([Position])			American Tower Corporation ID: 65-0723837 116 Huntington Ave Boston, MA 02116
Administrator 116 Huntington Avenue 11th Floor Boston MA United States 02116			Participant Name: PSU Number: Plan: ID:

American Tower Corporation, a Delaware corporation (the “Company”), hereby grants to the Participant named above (“you”) an award of performance-based restricted stock units (the “PSUs”) representing the right to receive a number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company equal to, higher than or lower than (including zero) the number of PSUs subject to your Target Award (as set forth below) on the terms of this Notice of Grant of Performance-Based Restricted Stock Units and PSU Agreement (this “Agreement”), subject to your acceptance of this Agreement and the provisions of the American Tower Corporation 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).


Date of Grant:	________________________		, 20____
Performance Period:	January 1, 20 __	to December 31, 20__
Target Award:
Scheduled Vesting Date:

A number of PSUs (which number could be zero) will vest and any underlying shares will become issuable on the third anniversary of the Date of Grant (the “Scheduled Vesting Date”), subject to the terms of this Agreement, including but not limited to Appendix A, and the terms of the Plan.

American Tower Corporation

Date

By your signature below, you agree with the Company to the terms of this Agreement.

Participant

Date

********************

Alternative (for electronic award administration):

Participant’s Online Acceptance is required through E*TRADE

I understand that I must accept this grant online through my E*TRADE account. By doing so I acknowledge that I agree with the Company to the terms of this Agreement, and I intend that by clicking the “Accept” button for this grant package to have the same force in all respects as my handwritten signature.

Date:

Terms of Performance-Based Restricted Stock Units

1. Plan Incorporated by Reference. The provisions of the Plan are incorporated into and made a part of this Agreement by this reference. Capitalized terms used and not otherwise defined in this Agreement have the meanings given to them in the Plan. The Committee administers the Plan, and its determinations regarding the interpretation and operation of the Plan and this Agreement are final and binding. The Board may in its sole discretion at any time terminate or from time to time modify and amend the Plan as provided therein. You may obtain a copy of the Plan without charge upon request to the Company’s Human Resources Department.

2. Grant of Award. The Company has granted to you a Target Award of PSUs, subject to the terms of this Agreement, including but not limited to Appendix A, and the terms of the Plan. Each PSU represents the right to receive one share of Common Stock upon vesting and settlement in accordance with the terms of this Agreement.

3. Vesting of PSUs. (i) Subject to Section 6 and the other terms hereof, and provided you are employed by the Company or any of its Affiliates on the Scheduled Vesting Date, the number of PSUs which will vest on the Scheduled Vesting Date will be determined based on the Company’s achievement of Threshold, Target or Maximum levels (“Performance Goals”) of Adjusted Funds From Operations per share (“AFFO per Share”) and Return on Invested Capital (“ROIC”), each as defined by the Committee on the Date of Grant (collectively, the “Metrics”), in respect of the Performance Period and the weighting given to each Metric as set forth in Appendix A hereto. The Committee will determine the level of the Company’s achievement against the Performance Goals at a reasonably practicable time following the end of the Performance Period but in no case later than the Scheduled Vesting Date. For each Metric, should the Company fail to achieve at least Threshold, zero percent (0%) of the applicable portion of the Target Award shall vest. For each Metric, should the Company achieve: (x) Threshold, fifty percent (50%) of the applicable portion of the Target Award shall vest, (y) Target, one hundred percent (100%) of the applicable portion of the Target Award shall vest, and (z) Maximum (or greater), two hundred percent (200%) of the applicable portion of the Target Award shall vest. For each Metric, should the Company achieve a performance level that falls between the Performance Goals, the applicable portion of the Target Award that shall vest will be determined using straight-line interpolation. Any PSUs that are determined not to vest on the Scheduled Vesting Date will be forfeited and canceled for no value.

(ii) Notwithstanding Section 3(i), in the event of a Change of Control (as defined below) during the Performance Period, the number of PSUs that will be eligible to vest on the Scheduled Vesting Date pursuant to the terms of this Agreement will be equal to the Target Award.

4. Settlement of Vested PSUs. Subject to Sections 6 and 7, within sixty (60) days after the Scheduled Vesting Date, the Company will deliver to you or your legal representative the number of shares of Stock underlying your vested PSUs.

5. Dividend Equivalents. At the time the Company delivers shares of Stock in respect of your vested PSUs under Section 4 or Section 6, as applicable, the Company will also pay you a lump sum cash amount equal to the cash dividends you would have received had you held such number of shares of Stock from the Date of Grant through the date of your receipt of such shares of Stock in settlement of your vested PSUs. No interest will accrue on such dividend equivalents. No dividend equivalent amounts will be paid in respect of unvested or forfeited PSUs.

6. Termination of Employment; Change of Control.

6.1. Subject to Sections 6.2 and 6.3 below, upon termination of your employment with the Company and its Affiliates for any reason prior to the Scheduled Vesting Date, you will forfeit all of your PSUs awarded under this Agreement, together with any accrued dividend equivalents, as of the date of termination and all such PSUs and accrued dividend equivalents will be canceled for no value.

6.2. (a) Subject to Sections 7 and 8 herein, in the event of termination of your employment with the Company and its Affiliates due to (x) Disability or (y) death (each, a “Separation Event”), if the date of termination is:

(i) on or within six (6) months from the Date of Grant, the number of PSUs that will vest on the Scheduled Vesting Date shall be prorated and determined by multiplying (xx) the full number of PSUs that would have vested on the Scheduled Vesting Date, as determined pursuant to Section 3(i) or 3(ii), as applicable, of this Agreement, by (yy) a fraction, the numerator of which is the number of complete months during the Performance Period prior to the Separation Event and the denominator of which is thirty-six (36);

(ii) after the date that is six (6) months from the Date of Grant, the full number of PSUs, as determined pursuant to Section 3(i) or 3(ii), as applicable, of this Agreement, will vest on the Scheduled Vesting Date.

(b) Subject to Sections 7 and 8 herein, in the event of termination of your employment with the Company and its Affiliates due to a Qualified Retirement and you deliver the written notice of your intent to retire to the chief executive officer of the Company (“CEO”) (or in the case of the CEO, notice to the Board) on a date that is:

(i) on or within six (6) months from the Date of Grant, you will forfeit all of your PSUs awarded under this Agreement, together with any accrued dividend equivalents, as of the date of termination and all such PSUs and accrued dividend equivalents will be canceled for no value;

(ii) after the date that is six (6) months from the Date of Grant and you enter into a transition plan with the Company upon terms agreed between you and the CEO and approved by the Committee (or in the case of the CEO, between you and the Committee and approved by the Board) (“Transition Plan”) and the CEO and the Committee (or in the case of the CEO, the Board) determine that you have successfully completed such Transition Plan, the full number of PSUs, as determined pursuant to Section 3(i) or 3(ii), as applicable, of this Agreement, will vest on the Scheduled Vesting Date;

(iii) after the date that is six (6) months from the Date of Grant and (x) you enter into a Transition Plan and the CEO and the Committee (or in the case of the CEO, the Board) determine that you have not successfully completed such Transition Plan or (y) you do not enter into a Transition Plan, the number of PSUs that will vest on the Scheduled Vesting Date shall be prorated and determined by multiplying (xx) the full number of PSUs that would have vested on the Scheduled Vesting Date, as determined pursuant to Section 3(i) or 3(ii), as applicable, of this Agreement, by (yy) a fraction, the numerator of which is the number of complete months during the Performance Period prior to the date of termination and the denominator of which is thirty-six (36).

(c) The Company will deliver to you or your legal representative the number of shares of Stock underlying the PSUs vesting under this Section 6.2 within sixty (60) days following the Scheduled Vesting Date (but in the event of a Qualified Retirement, no later than the March 15 immediately following the end of the Performance Period); provided, however, if you are a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i) or any successor provision, on the date of your Qualified Retirement, then, irrespective of any other provision contained in this Agreement, to the extent any PSUs or dividend equivalents constitute nonqualified deferred compensation subject to the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) any shares vesting pursuant to a Qualified Retirement (and associated dividend equivalents) shall be delivered on the first day of the seventh month following (A) the date of your Qualified Retirement or, if earlier (B) the date of your death, if later.

6.3. Subject to Sections 7 and 8 herein, in the event of Qualifying Termination (including a termination by you for Good Reason if the Good Reason condition occurs within 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) occurring within fourteen (14) days prior to a Change of Control or two (2) years following a Change of Control, a number of PSUs determined by multiplying (a) the Target Award by (b) a fraction, the numerator of which is the number of complete months during the Performance Period prior to the Qualifying Termination and the denominator of which is thirty-six (36), will vest on the date of the Qualifying Termination. The Company will deliver to you or your legal representative the number of shares of Stock underlying such vested PSUs within sixty (60) days following the date of the Qualifying Termination (and in no event later than March 15 of the year immediately following the year in which such Qualifying Termination occurred); provided, however, if

you are a “specified employee” as defined in Treasury Regulation Section 1.409A-1(i) or any successor provision, on the date of your Qualifying Termination, then, irrespective of any other provision contained in this Agreement, to the extent any PSUs or dividend equivalents constitute nonqualified deferred compensation subject to the requirements of Section 409A of the Code, any shares vesting pursuant to a Qualifying Termination (and associated dividend equivalents) shall be delivered on the first day of the seventh month following (i) the date of your Qualifying Termination or, if earlier (ii) the date of your death, if later.

6.4. For purposes of this Agreement:


(i)			“Change of Control” and “Qualifying Termination” shall have the meanings set forth in the Severance Policy – Executive Vice Presidents and Chief Executive Officer under the American Tower Corporation Severance Plan, as amended from time to time (together, the “Severance Plan”). A Qualifying Termination does not include termination of your employment if you are eligible for Qualified Retirement at the time of such termination.

(ii)			“Qualified Retirement” shall mean that (a) you have a combined age and years of service with the Company and its Affiliates of at least 65 years, provided further that you must (I) be at least 55 years old and (II) have a minimum of five years of service with the Company and its Affiliates, (b) you experience a “separation from service” within the meaning set forth in Section 409A of the Code and the regulations promulgated thereunder, and (c) you execute a release containing non-compete, non-solicitation and non-disparagement provisions in a form and with the content satisfactory to the Company.

(iii)			“Disability” shall have the meaning set forth in Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.

7. Withholding Taxes. The Company shall withhold from issuance in settlement of your vested PSUs the number of shares of Stock (valued at their Fair Market Value on such vesting date) necessary to satisfy the minimum tax withholding obligations arising from your receipt of such shares of Stock. The cash payment of the accrued dividend equivalents is treated as taxable income and added to the value of the total PSUs. Notwithstanding the foregoing, tax withholding with respect to the issued shares of Stock and cash payment of dividend equivalents shall be first applied against the cash payment of dividend equivalents and, accordingly, may reduce the total number of shares of Stock required to be withheld in order to satisfy the minimum withholding tax obligation.

8. Termination; Forfeiture. (i) Notwithstanding any other provision of this Agreement, you shall be obligated to (a) transfer to the Company any shares of Stock previously issued upon vesting of PSUs and dividend equivalents and (b) pay to the Company all gains realized by any person from the disposition of any such shares, in each of (a) and (b), (I) to the extent required by applicable law or any clawback or similar policy of the Company or any of its affiliates, if (II) your employment with the Company or any Affiliate is terminated for cause or if (III) following termination of employment for any reason, either (A) the Company determines that you engaged in conduct while an employee that would have justified termination for cause or (B) you violate any applicable confidentiality or non-competition agreement with the Company or any Affiliate. Additionally, you shall be obligated to forfeit outstanding and unvested PSUs granted pursuant to this Agreement as permitted by any clawback or similar policy of the Company or its affiliates. Termination for cause means criminal conduct involving a felony in the U.S. or the equivalent of a felony under the laws of other countries, material violations of civil law related to your job responsibilities, fraud, dishonesty, self-dealing, breach of your obligations regarding the Company’s intellectual property, or willful misconduct that the Committee determines to be injurious to the Company.

9. Compliance with Law; Lock-Up Agreement. The Company shall not be obligated to issue any shares of Stock upon vesting of your PSUs unless the Company is satisfied that all requirements of law or any applicable stock exchange in connection therewith (including without limitation the effective registration or exemption of the issuance of such shares under the Securities Act of 1933, as amended, and applicable state securities laws) have been or will be complied with, and the Committee may impose any restrictions on your rights as it shall deem necessary or advisable to comply with any such requirements; provided that the Company will issue such shares on the earliest date at which it reasonably anticipates that such issuance will not cause such violation. You further agree hereby that, as a condition to the issuance of shares upon vesting of your PSUs, you will enter into and perform any

underwriter’s lock-up agreement requested by the Company from time to time in connection with public offerings of the Company’s securities.

10. Rights as PSU Holder or Stockholder. PSUs are unfunded, unsecured obligations of the Company. You shall not have any rights under the PSUs until all conditions that are required to be met in order to issue the underlying shares of Stock have been satisfied. You shall have no rights as a stockholder with respect to any shares of Stock covered by the PSUs until the issuance of such actual shares of Stock.

11. Effect on Your Employment. Neither the adoption, maintenance or operation of the Plan nor the award of the PSUs and the dividend equivalents with respect to your PSUs confers upon you any right to continue your employment with the Company or any Affiliate, nor shall they interfere with the rights of the Company or any Affiliate to terminate or otherwise change the terms of such employment or service at any time, including, without limitation, the right to promote, demote or reassign you from one position to another in the Company or any Affiliate. Unless the Committee otherwise provides in any case, your employment with an Affiliate shall be deemed to terminate for purposes of the Plan when such Affiliate ceases to be an Affiliate of the Company.

12. Nontransferability. You may not assign or transfer the PSUs or any rights with respect thereto, including without limitation, the dividend equivalents with respect to the PSUs, except by will or by the laws of descent and distribution or to the extent expressly permitted in writing by the Committee.

13. Corporate Events. The terms of the PSUs and the dividend equivalents with respect to the PSUs may be changed without your consent as provided in the Plan upon a Change of Control or certain other corporate events affecting the Company. Without limiting the foregoing, the number and kind of shares or other securities or property issuable upon settlement of the PSUs may be changed, the PSUs may be assumed by another issuer, or the PSUs may be terminated, as the Committee may consider equitable to the participants in the Plan and in the best interests of the Company.

14. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the applicable laws of the United States of America and the law (other than the law governing conflict of law questions) of the Commonwealth of Massachusetts except to the extent the laws of any other jurisdiction are mandatorily applicable.

15. Amendment and Termination of the PSUs. The PSUs and the dividend equivalents with respect to the PSUs awarded hereunder may be amended or terminated by the Company with or without your consent, as permitted by the Plan.

Appendix A

Performance Goals


AFFO per Share(1) (70% Weighting)			Cumulative Growth
Threshold (50% payout)			$
Target (100% payout)			$
Maximum (200% payout)			$

ROIC(2) (30% Weighting)			3 Year Average
Threshold (50% payout)
Target (100% payout)
Maximum (200% payout)


(1)			No adjustment for acquisition or foreign currency fluctuations; adjusted for material divestitures as well as any volatility associated with Vodafone Idea Limited (“VIL”).
(2)			Adjusted for material Board approved acquisitions and any volatility associated with VIL.

Payout for performance between Threshold, Target and Maximum is interpolated on a straight-line basis.

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-Q’ Filing	Date	Other Filings

Filed on:	10/26/23	8-K
For Period end:	9/30/23
		List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/27/24  American Tower Corp./MA           10-K       12/31/23  167:22M

3 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/15/23  American Tower Corp./MA           8-K:1,2,9   9/15/23   13:585K                                   Donnelley … Solutions/FA
 2/16/16  American Tower Corp./MA           8-K:5,9     2/12/16    2:196K
 1/03/12  American Tower Corp./MA           8-K:1,2,3,512/30/11   14:976K                                   Donnelley … Solutions/FA

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Filing Submission 0001053507-23-000161 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)