FORM OF NOTICE OF GRANT OF INCENTIVE STOCK OPTION



 Exhibit 10.2 
  


			
	 American Tower Corporation
 Notice of Grant of
Incentive Stock Option
 and Option Agreement
	  	 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:
 Option Number:
 Plan: 
 ID:


 American Tower Corporation, a Delaware corporation (the “Company”), hereby grants to the Participant
named above (“you”) an incentive stock option (the “Option”) to purchase the number of shares of Class A Common Stock, par value $0.01 per share (the “Stock”) of the Company set forth below on the terms of this
Notice of Grant of Incentive Stock Option and Option 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”). The Option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended. 
  

			
	Date of grant:	  	                    , 20    
	Number of shares:	  	_________________
	Exercise Price per share:	  	$            

 The Option will vest and become exercisable on the following schedule: 
 on or after
                        , 20    , as to
             shares, 
 on or after
                        , 20    , as to
             additional shares, 
 on or after
                        , 20    , as to
             additional shares, and 
 on or after
                        , 20    , as to
             additional shares. 
 The Option will expire on, and may not be exercised for
any shares after, , 20 (the “Expiration Date”). 
 By your signature below, you agree with the Company to the terms of this Agreement. 

 

					
	  
	 		  	______________
	American Tower Corporation	 		  	Date
			
	  
	 		  	______________
	Participant	 		  	Date

  







 Stock Option Terms 
 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. Number of Shares; Exercise Price. The number of shares of Stock subject to the Option and the Exercise Price to be
paid for each share upon exercise of the Option, both of which are subject to adjustment as provided in the Plan, are stated on the first page of this Agreement. 
 3. Exercisability of Option. The Option will vest and may be exercised from time to time, while you are employed by the Company or one of its Affiliates, for the respective numbers of shares and at the times
stated in the vesting schedule on the first page of this Agreement, subject to the other terms hereof. You shall not earn any rights under the Option except in conformity with such schedule and until all other conditions that are required to be met
in order to exercise the Option have been satisfied. 
 4. Termination of Employment. Upon termination of your employment with the
Company and its Affiliates for any reason, any portion of the Option that is unvested as of the termination date will be canceled for no value. If your termination is: 
  

	•	 	 for any reason other than death or disability, any portion of the Option that is then vested may be exercised only during the 90 calendar days following the
termination date; or 


  

	•	 	 due to your death or disability (as determined by the Committee), any portion of the Option that is then vested may be exercised only during the one calendar year
following the termination date. 


 In any event, the Option will expire without value on, and may not be exercised as to any shares after,
the Expiration Date. Authorized leave of absence or absence on military or government service shall not constitute termination of your employment for this purpose so long as either (a) such absence is for a period of no more than 90 calendar
days or (b) your right to re-employment after such absence is guaranteed either by statute or by contract. 
 It is your responsibility to
exercise the Option, if at all, before the Expiration Date or any earlier date that the Option is terminated. The Company is not responsible for notifying you before your right to exercise ceases and will not make any adjustment if the Option
terminates unexercised. 
 5. Method of Exercise. The Option may only be exercised for the purchase of whole shares. To
exercise the Option, you or your legal representative must deliver to the Company, in the manner prescribed by the Company, notice of exercise specifying the number of vested shares with respect to which the Option is being exercised, accompanied by
payment of the aggregate Exercise Price for such shares (i) in cash or by certified check, (ii) in the form of a payment commitment of a financial or brokerage institution acceptable to the Committee, (iii) if and as then permitted by
the Committee, in shares of Stock (including without limitation shares withheld from those issuable under the Option) valued at their Fair Market Value on the date of delivery (which may, in the Committee’s discretion, be by attestation) or
withholding, or (iv) in such other form as the Committee may approve. Promptly following such notice and payment (but subject to Sections 6 and 8 hereof), the Company will deliver to you (or such legal representative) the number of shares for
which the Option is being exercised. 
 6. Withholding Taxes. You are responsible for any income or other tax liability attributable
to the Option. It is a condition to the issuance of shares upon exercise of the Option that you shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect to the
exercise of the Option no later than the date of the event creating the tax liability. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind for your benefit. In the
Committee’s discretion, the minimum tax obligations required by law to be withheld with respect to the exercise of the Option may be paid in whole or in part in shares of Stock, including shares withheld from the exercise of the Option, valued
at their Fair Market Value on the date of withholding or delivery. 
 7. Termination; Forfeiture. Notwithstanding any other provision
of this Agreement, (i) the Option, whether or not vested in whole or in part, shall be canceled and forfeited and (ii) you shall be obligated to (a) transfer to the Company any shares previously issued upon exercise of the Option and
(b) pay to the Company all 

  

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gains realized by any person from the disposition of any such shares if: (I) your employment with the Company or any Affiliate is terminated for cause
or (II) 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. 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. 
 8. Compliance with Law; Lock-Up Agreement. The Company shall not be obligated to issue any shares of Stock or other securities upon exercise of
the Option 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. You further agree hereby that, as a condition to the purchase of shares upon exercise of the Option, 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. 
 9. Rights as Stockholder. You shall have no rights as a stockholder with respect
to any shares of Stock or other securities covered by the Option until the issuance of such shares or other securities. No adjustment shall be made for dividends or other rights for which the record date occurs before the date of any such issuance.

 10. Effect on Your Employment. Neither the adoption, maintenance, or operation of the Plan nor the award of the Option 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. 
 11. Nontransferability. You may not assign or
transfer the Option or any rights under it except by will or by the laws of descent and distribution, and it shall be exercisable during your life only by you or your legal representative; provided, however, that if this Option is a non-qualified
stock option, as set forth on page 1 of this Agreement, you may transfer the Option to the extent expressly permitted in writing by the Committee. 
 12. Corporate Events. The terms of the Option 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 exercise of the Option or the Exercise Price may be changed, the vesting schedule may be accelerated, the Option may be assumed by another issuer, or the Option may be
terminated, as the Committee may consider equitable to the participants in the Plan and in the best interests of the Company. 
 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
Option. The Option may be amended or terminated by the Company before the Expiration Date, with or without your consent, as permitted by the Plan.
 Incentive Stock Option Provisions: If this Option is intended to qualify as an Incentive Stock Option, it will be clearly stated on page 1 of this Agreement. Incentive Stock Option tax treatment requires compliance with a
number of factors, and the Company gives no assurance that this Option will, in fact, be treated as an Incentive Stock Option, even if stated on page 1 hereof. You agree to notify the Company promptly in the event that you sell, transfer, exchange
or otherwise dispose of any shares of Stock issued upon exercise of any Incentive Stock Option before the later of (i) the second anniversary of the date of grant of the Option and (ii) the first anniversary of the date such shares were
issued upon exercise of the Option. 
  

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