SEC Info - American Tower Corp./MA - ‘10-Q’ for 9/30/23

SEC Info℠

Home

Help

Please Sign In

American Tower Corp./MA – ‘10-Q’ for 9/30/23 – ‘EX-10.2’

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-10.2’ — Material Contract

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

C: C:

Document

Exhibit 10.2


American Tower Corporation Notice of Grant of Restricted Stock Units and RSU Agreement (Non-U.S. Employee / Time)			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: RSU Number: Plan: ID:

American Tower Corporation, a Delaware corporation (the “Company”), hereby grants to the Participant named above (“you”) restricted stock units (the “RSUs”) representing the right to receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company set forth below (or, if so determined by the Committee, the value of such shares, payable in cash or such other property as the Committee determines) on the terms of this Notice of Grant of Restricted Stock Units and RSU 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____
Number of Shares:

The RSUs will vest and the underlying shares will become issuable on the following schedule (each date, a “scheduled vesting date”):


on or after _________, 20__, as to _________ shares,
on or after _________, 20__ , as to _________ additional shares, and
on or after _________, 20__ , as to _________ additional shares.

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 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. Vesting of RSUs. The RSUs will vest, while you are employed by the Company or one of its Affiliates, for the respective numbers of shares and on the scheduled vesting dates stated in the vesting schedule on the first page of this Agreement, subject to the other terms hereof. RSUs are an unfunded, unsecured obligation of the Company. You shall not earn any rights under the RSUs except in conformity with such schedule and until all other conditions that are required to be met in order to issue the underlying shares have been satisfied. Subject to Section 6, within sixty (60) days after the scheduled vesting date for any RSUs, the Company will deliver to you or your legal representative the number of shares of Stock underlying the number of vested RSUs associated with such scheduled vesting date on the vesting schedule (or such cash or other property as the Committee determines).

3. Dividend Equivalents. While the RSUs are outstanding and unvested, the Company will accrue dividend equivalents on your behalf. The dividend equivalent with respect to each RSU will be equal to the sum of the cash dividend declared and paid by the Company with respect to each share of Stock while the RSU is outstanding. No interest will accrue on the dividend equivalents. The dividend equivalents with respect to each RSU shall be earned and distributed in cash at the same time as the RSU is earned and distributed.

4. Termination of Employment. Upon termination of your employment with the Company and its Affiliates for any reason other than Qualified Retirement, death or Disability, any of the RSUs that are unvested as of the termination date, together with any accrued dividend equivalents, will be canceled for no value. Upon termination of your employment with the Company and its Affiliates by reason of Qualified Retirement, death or Disability, any of the RSUs that are unvested as of the termination date shall immediately vest on such termination date. Subject to Section 6, within sixty (60) days after the vesting date for any RSUs pursuant to this Section 4, the Company will deliver to you or your legal representative the number of shares of Stock underlying the number of vested RSUs associated with such vesting date (or such cash or other property as the Committee determines); 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 RSUs 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 shall be delivered on the first day of the seventh month following such termination (or, if earlier, the date of your death). For purposes of Section 409A of the Code, each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

For purposes of this Agreement, (i) “Qualified Retirement” shall mean that (a) you shall 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 and (b) you must execute a release containing non-compete, non-solicitation and non-disparagement provisions in a form and with the content satisfactory to the Company; and (ii) “Disability” shall have the meaning set forth in Section 409A of the Code and the regulations promulgated thereunder.

5. Withholding Taxes. Upon the vesting of the RSUs, the Company shall withhold from issuance in settlement of such RSUs the number of shares of Stock necessary to satisfy the minimum tax withholding obligations arising from such vesting with such shares of Stock valued at their Fair Market Value on such date. The cash payment of the accrued dividend equivalents is treated as taxable income and added to the value of the vested RSU shares. 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 required to be withheld in order to satisfy the minimum withholding tax obligation.

6. Termination; Forfeiture. Notwithstanding any other provision of this Agreement, you shall be obligated to (a) transfer to the Company any shares, cash or other property previously issued upon vesting of RSUs and dividend equivalents and (b) pay to the Company all gains realized by any person from the disposition of any such shares or other property, in each of (a) and (b), (I) to the extent required by applicable law or permitted by 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 RSUs 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.

7. Compliance with Law; Lock-Up Agreement. The Company shall not be obligated to issue any shares of Stock or other securities upon vesting of the RSUs 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 or other securities 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 or other securities 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 the RSUs, 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.

8. Rights as Stockholder. You shall have no rights as a stockholder with respect to any shares of Stock or other securities covered by the RSUs until the issuance of such actual shares of Stock or other securities.

9. Effect on Your Employment. Neither the adoption, maintenance or operation of the Plan nor the award of the RSUs and the dividend equivalents with respect to the RSUs 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.

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

11. Corporate Events. The terms of the RSUs and the dividend equivalents with respect to the RSUs may be changed without your consent as provided in the Plan upon a change in control of, 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 vesting of the RSUs may be changed, the vesting schedule may be accelerated, the RSUs may be assumed by another issuer, or the RSUs may be terminated, as the Committee may consider equitable to the participants in the Plan and in the best interests of the Company.

12. Data Privacy. You hereby explicitly consent to the collection, use and transfer, in electronic or other form, of your personal data as described in this Notice and Agreement by and among, as applicable, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing your participation in the Plan.

You understand that the Company and its Affiliates hold certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company or its Affiliates, details of all RSUs or any other entitlement to shares of stock awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in your country of residence or elsewhere, and that the recipient’s country may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of the Data by contacting your local Human Resources representative. You authorize the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing your participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. You understand that Data will be held only as long as is necessary to implement, administer and manage your participation in the Plan. You understand that you may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local Human Resources representative. You understand, however, that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, you understand that you may contact your local Human Resources representative.

13. 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.

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

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

↑Top

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