Exhibit
10.1
AMENDMENT TO NONCOMPETITION AND
CONFIDENTIALITY AGREEMENT
This Amendment (this
“Amendment”) made as of August 6, 2008, hereby
amends that certain Noncompetition and Confidentiality Agreement
(the “Agreement”) made as of January 1, 2004, by
and between American Tower Corporation, a Delaware corporation
(“ATC”), and William H. Hess
(“Optionee”).
WHEREAS, the Agreement was entered
into in connection with the execution of that certain
Stockholder/Optionee Agreement, dated as of January 1, 2004,
by and among ATC, American Tower International, Inc., a Delaware
corporation (“ATC International”), and ATC South
America Holding Corp, a Delaware corporation
(“Holding”), and of which Optionee executed a
counterpart on January 1, 2004 (collectively, the
“Stockholder Agreement”), pursuant to which Holding
issued to Optionee options (“Options”) to purchase
shares of its Common Stock, par value $.01 per share
(“Shares”); and
WHEREAS, Optionee exercised the
Options in October 2005, and pursuant to the terms of the
Stockholder Agreement, ATC purchased from Optionee the Shares
received upon exercise of the Options in April 2006; and
WHEREAS, pursuant to Section 5
of the Agreement (“Section 5”), Optionee deposited a
portion of the funds (“Security Funds”) rec
