Exhibit 10.2
AMERICAN TOWER
CORPORATION
SEVERANCE PROGRAM
Effective as of March 2,
2009
ARTICLE 1
PURPOSE
1.1 Establishment : American
Tower Corporation (the “Company”) hereby adopts
effective as of March 2, 2009 and as part of the American
Tower Corporation Benefits Plan (the “Benefits Plan”),
a severance program for the benefit of its employees eligible
hereunder, which shall be known as the American Tower Corporation
Severance Program (the “Severance Program” or the
“Program”). The Severance Program is a Contract under
the Benefits Plan. This document describes the features of the
Benefits Plan that are unique to the Severance Program. Other
features of the Severance Program are located in the policies,
documents and rules governing the Benefits Plan.
1.2 Purpose : The purpose of
the Severance Program is to provide transition assistance in the
form of severance benefits for Eligible Employees in the event of a
Qualifying Termination.
1.3 Effect of Prior Severance Pay
Programs, Plans or Arrangements : The Program supersedes and
replaces any prior severance pay programs, plans and arrangements
(whether written or oral) for any Participant.
ARTICLE 2
DEFINITIONS
Whenever used in this Program, the
following words and phrases have the meanings set forth below
unless the context plainly requires a different meaning, and when
the defined meaning is intended, the term is capitalized.
Capitalized terms not defined below have the meanings set forth in
the Benefits Plan.
2.1 Acquirer(s) : the
person(s) or entity(ies) that acquire(s) the stock or assets of the
Company in a Change of Control, and includes persons or entities
(a) that directly or indirectly control such person(s) or
entity(ies) and (b) that are controlled by or are under direct
or indirect common control with such person(s) or
entity(ies).
2.2 Base Earnings : means a
Participant’s weekly rate of pay as of the date of the
Qualifying Termination, exclusive of overtime, bonuses, commissions
or other forms of premium, equity and/or incentive pay; provided
that, if specifically provided for in the Severance Policy
applicable to the Participant, Base Earnings shall also include,
for a Participant who is a
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sales manager or account manager and who
participates in an Employer plan or arrangement that provides for
quota-based commissions, the weekly amount that would be payable to
such Participant with respect to his or her annualized Commission
Target related thereto, calculated as if such Commission Target was
paid on a weekly basis.
2.3 Benefits Plan : has the
meaning set forth in Section 1.1.
2.4 Cause : (a) gross
negligence or material willful misconduct in the performance of a
Participant’s duties and responsibilities;
(b) insubordination; (c) conviction of a crime involving
moral turpitude or imprisonment for any crime; (d) material
violation of any agreement with an Employer to which the
Participant is a party; or (e) any act or omission by the
Participant resulting or intended to result in personal gain at an
Employer’s expense or harm to an Employer, its interests or
its reputation.
2.5 Change of Control : a
transaction designated by the Board prior to the Closing Date as a
Change of Control for purposes of this Severance Program, such as a
sale of stock, a merger or other reorganization, or a sale of all
or substantially all of the assets of the Company, that has the
result that the majority ownership of the Company or its assets is
thereafter held by persons not shareholders of the Company
immediately prior to such transaction.
2.6 Closing Date : the date
on which the Change of Control occurs.
2.7 Commission Target :
means, for a Participant who is a sales manager or account manager
under an Employer plan or arrangement that provides for quota-based
commissions, the amount of commission that would have been paid to
such Participant had the Participant not experienced a Qualifying
Termination prior to the payment thereof, assuming 100% achievement
of applicable targets or quotas by the Participant under such plan
or arrangement.
2.8 Confidentiality and
Restrictive Covenants Agreement : an agreement, in a form
satisfactory to the Company, that restricts the Participant from
using confidential information of the Company and any affiliate,
from competing with the Company or any affiliate, from soliciting
any employees of the Company or any affiliate, and disparaging the
Company or any affiliate.
2.9 Company : has the meaning
set forth in Section 1.1.
2.10 Employer : the Company
and any affiliate that is designated by the Company as a
participating company. As of the Effective Date, the following
affiliates are participating companies: American Towers, Inc. and
ATC Tower Services Inc.
2.11 Effective Date : means
March 2, 2009.
2.12 Eligible Employee : an
individual who is a common law employee of an Employer working in
the United States; provided, however, that the term shall not
include: (a) temporary or irregular employees or contractors;
(b) independent contractors; (c) leased employees within
the meaning of Section 414(n) of the Code; (d) except to
the extent specifically bargained for, members of a collective
bargaining unit; and (e) employees of any foreign affiliates
(other than individuals designated as “expatriate
employees” by the Plan Administrator); and provided, further,
that any individual described in subparagraph (b) of this
Section shall remain ineligible to participate in the Program,
notwithstanding any re-characterization of the individual as an
employee for any federal, state or local law purpose.
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An employee who is not regularly
scheduled to work at least 20 hours per week and who has not been
employed by an Employer for a continuous period of at least 90 days
shall not be treated as an Eligible Employee for purposes of this
Program.
2.13 Good Reason : means,
without the written consent of a Participant, (i) a material
diminution of a Participant’s annual Base Earnings;
(ii) a material diminution of a Participant’s authority,
duties or responsibilities; or (iii) a relocation of a
Participant’s worksite of more than 50 miles from his or her
existing worksite; provided, that the Participant has provided
Employer written notice of the existence of the condition(s) within
60 days of its initial existence, and the Employer has failed to
remedy the condition(s) after 30 days of receiving such notice from
the Participant.
2.14 Participant : every
Eligible Employee other than an employee who, at the time of the
Qualifying Termination, is subject to an individual agreement with
an Employer that provides for severance benefits that are different
from those provided hereunder.
2.15 Performance Reasons : a
substantive violation by a Participant of an applicable Employer
policy or procedure or the performance by a Participant of his or
her job or position in a manner deemed by an Employer to be
unsatisfactory.
2.16 Program or Severance
Program : this American Tower Corporation Severance Program, as
set forth herein, with any and all supplements and amendments
hereto that may be in effect.
2.17 Pro-Rated Bonus Payment
: the portion of Severance Benefits that are payable based on a
pro rata share of a cash bonus and/or commission payment
that would have been made to a Participant under an Employer bonus
or commission plan or arrangement (but with no double counting of
any bonus or commission arrangement in the calculation of the
Severance Benefits hereunder) had the Participant not experienced a
Qualifying Termination. The amount paid will be pro rated based on
the number of days of service in the relevant period completed as
of the date of the Qualifying Termination to the total number of
days of service in the relevant bonus or commission period, and
shall be determined assuming all goals and objectives for such
bonus or commission plan or arrangement had been 100%
achieved.
2.18 Qualifying Termination :
means the termination of a Participant’s employment by an
Employer solely as a result of the Employer’s elimination of
his or her job or position; provided that, if specifically provided
for in the Severance Policy applicable to the Participant, a
Qualifying Termination shall also include the termination of such
Participant’s employment by the Participant for Good Reason.
Termination of a Participant’s employment for any other
reason, including, by way of illustration and not limitation,
(i) voluntary termination by the Participant (other than for
Good Reason, if applicable), (ii) the termination by an
Employer of a Participant for Cause, or (iii) the termination
by an Employer of a Participant for Performance
