NOTICE OF GRANT OF NONQUALIFIED STOCK OPTION AND OPTION AGREEMENT



 Exhibit 10.4 
  


			
	 American Tower Corporation
 Notice of Grant of
Nonqualified Stock Option
 and Option Agreement (Non-Employee Director)
	  	 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”) a nonqualified 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 Nonqualified 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”). 
  

			
	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 serving on the Board of Directors of the Company 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 Service. Upon termination of your service on the
Company’s Board of Directors for any reason, (i) any portion of the Option that is unvested as of the termination date will be canceled for no value and (ii) you may exercise any portion that is then vested only during the period
ending one year from the date of such termination of service. In any event, the Option will expire without value on, and may not be exercised as to any shares after, the Expiration Date. 
 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 gains realized by any person from the disposition of any such shares if: (I) your service as a member of the Board of Directors or the Company
is terminated for cause or (II) following termination of such service for any reason, either (A) the Company determines that you engaged in conduct while an member of the Board of Directors 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 responsibilities as a member of the Board of Directors, 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. 
  

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 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. 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 you may transfer the Option to the extent expressly permitted in
writing by the Committee. 
 11. 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.

 12. 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. 
 13. 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.
  

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