LETTER AGREEMENT WILLIAM H. HESS



 Exhibit 10.11 
  

			
	 Mr. W. Hal Hess
	 	November 7, 2003
	 c/o American Tower Corporation
	 	 
	 116 Huntington Avenue
	 	 
	 Boston, MA 02116
	 	 

  
 Dear Hal: 
  
 As a team, we have accomplished a lot so far this year. You’ve been
making a great contribution and I very much enjoy working with you. As we look toward building the future of the company together, I want to clearly outline the terms of the relationship between the company and yourself: 
  
 Cash Compensation 
  
 As of January 1, 2004 your annualized base salary will increase to three
hundred thousand dollars ($300,000.00) and your target cash bonus will be one hundred twenty thousand dollars ($120,000.00), 40% of your base salary. Thereafter, future salary and bonus targets will be as recommended by me to the Compensation
Committee. 
  
 Long Term Equity Incentive 
  
 For 2003, you will be awarded 200,000 options under the ATC Tower Systems,
Inc. 1997 Stock Plan (as amended and restated on April 27, 1998, and as further amended on March 9, 2000) (the “Stock Plan”). Future grants of equity-based incentives will be as recommended by me to the Compensation Committee. 

 
 Perquisites and Benefits 
  
 You will continue to be eligible for all executive benefits to the same
extent as other similarly situated executives including a $1,000 per month automobile allowance and reimbursement of your annual insurance premium for one automobile. 
  
 Severance 
  
 If your employment with the company is at any time terminated other than for Cause, or if you decide to leave the company for Good Reason, you will
receive the following benefits: 
  

	 	a.	Bi-weekly payment of then-current salary prior to any material reduction, if any, for 18 months after the date of termination and pro-rated target bonus; 









	 	b.	Company paid medical and dental benefits for 18 months following your termination which will run concurrent with COBRA coverage. 

  

	 	c.	Extension of your rights to exercise stock options issued to you under the Stock Plan for a period equal to the lesser of three years following your termination or the expiration of
the options and continued vesting of such options in accordance with the then existing vesting schedule during the same period. 

  

	 	d.	Gross-up for excise tax, and any federal and state income or other taxes on the gross-up payment (the “Gross Up”), so that you are held harmless, on an after tax basis
from the application of the excise tax in the event that you receive or are deemed to receive payments or benefits from the company or an affiliate of the company, including severance payments and other payments or benefits (“Severance
Payments”), which constitute “parachute payments” within the meaning of Sections 280G and 4999 of the Internal Revenue Code (“Code”) and trigger excise taxes. In addition, you will be entitled to the gross-up benefit defined
in this item “d” of the Severance Benefit as a result of any accelerated vesting of any or all of your options regardless of whether your employment with the Company is terminated. 

  
 “Cause” is defined as willful or gross non-performance of duties or
deliberate actions (including fraud) that reasonably could be expected to materially and adversely affect the company, as determined in good faith by the ATC Board of Directors after notice and an opportunity to cure has been provided to you.
“Good Reason” is defined as termination by you of your employment at any time within ninety days after (i) a material reduction in your responsibility from your current role (ii) a material reduction in your cash compensation or benefits
(iii) a material change in, or termination of, this severance arrangement or (iv) an unreasonable relocation of your principal office of more than fifty miles from your existing principal office without your consent. 
  
 The aforementioned severance benefits are contingent on reaching a Separation
and Release Agreement between you and the company that would include customary and reasonable release, non-compete, non-solicitation and non-disparagement clauses in effect for a period of twelve months. 
  
 It’s been an exciting and successful run that we’ve had together so
far. I’m looking forward to delivering even more accomplishments from our team in the future and serving our customers, financial stake holders, and employees with excellence. 
  

	
	 Best Regards,

	
	 /s/ James Taiclet


	 James Taiclet

	 Chief Executive Officer

	
	 Accepted /s/ William H. Hess


  

 2