/s/ William H. Hess5/4/2016William H. HessDate AMENDMENT TO CONTRACT OF EMPLOYMENT

May 4, 2016

William Hess

625 Tremont Street

Boston, MA 02118

Dear Hal:

As we discussed recently, this letter is to confirm that you will be continuing to undertake your current employment duties as, and fulfill the scope of responsibilities for, the position of Executive Vice President, International Operations and President, Latin America and EMEA of American Tower Corporation (“American Tower” or “us” and, with correlative meaning, “our” and “we”), where you have held your current position since February 2007 and have been employed since March 2001, by and through a relocation to the offices of ATC Brazil Cooperatief U.A., (the “Company”), an indirectly held, wholly owned subsidiary of American Tower, currently located at Prins Bernhardplein, 200, 1097 JB Amsterdam, The Netherlands and becoming seconded to, or employed by, that organization and/or its Netherlands based subsidiaries and affiliates, as necessary and appropriate to facilitate this change in assignment (this “Assignment”). During this Assignment you will continue reporting to the Chairman, President and CEO. For expatriate purposes your home location (“Home Location”) is considered to be Boston (MA), United States, and your host location is Amsterdam, Netherlands.

Your Annual Salary will remain at the rate of USD $650,000 (Six Hundred Fifty Thousand US Dollars), an amount equal to approximately €503,100 (Five Hundred Three Thousand one Hundred Euros), or approximately €41,925 (Forty-One Thousand Nine Hundred Twenty-Five Euros) per month. You also will remain eligible to receive a discretionary bonus similar to other similarly situated Executive Vice Presidents, which is based upon performance against agreed upon goals and objectives.

The duration of this Assignment is anticipated to be for a period of twenty-four months (24 months), beginning on June 1, 2016, and ending on May 31, 2018, subject to the provisions of this letter. Prior to the end of this Assignment, your position will be reviewed by you and your Manager and a decision will be made as to whether you shall continue this Assignment in Amsterdam for an extended period of time. Your normal place of work will be the offices of the Company either at its current location Prins Bernhardplein, 200, 1097 JB Amsterdam or such other offices as the Company may open in the Netherlands. The Company’s normal hours of work are between 9:00 a.m. and 5:00 p.m. Mondays to Fridays, but you agree to work such additional hours as may be necessary for the proper performance of your duties without extra remuneration.

Your compensation and all reimbursements and allowances contemplated under this letter shall be paid in US Dollars, unless, and only to the extent, it is otherwise mutually agreed.

You will be eligible for the following allowances and benefits for as long as you remain on assignment under the terms of this letter:

Amsterdam), Cost of Living, and Car Allowances. You will also be eligible for a one-time settling in allowance of USD $10,000.00, an amount equal to approximately €8,652 (Eight Thousand Six Hundred Fifty Two Euros).

 

you will have actual or “hypothetical” taxes withheld from your pay, as if you had remained in your home country. Any additional items that might be included as taxable compensation on your behalf due to your assignment, and ultimately result in a higher tax liability, will be the responsibility of American Tower or the Company to pay the taxes.

Tax equalization is provided to (i) help ensure that you incur no additional tax liability or benefit with respect to base salary, commissions, bonuses and equity paid by American Tower under this agreement, as well as from other personal non-company income and deductions, as a result of having an assignment outside of your home country and (ii) provide tax preparation assistance to ensure compliance with home and host country expatriate tax laws. Each year, a final tax equalization calculation will be prepared to settle your assignment tax obligations.

The timely gathering and submission of information for filing of tax returns and the payment of income taxes remains your responsibility. To facilitate in the preparation of your home and host country tax returns, American Tower will pay customary and reasonable costs of its designated outside tax consultants for pre-assignment tax counseling, as well as for the preparation of your home and host country tax returns for each year in which you have assignment-related tax impacts. Our designated tax consultants will contact you to discuss any relevant tax implications of this assignment before your arrival in the host country.

It is your responsibility to comply with home and host country tax laws and other applicable tax requirements while on international assignment. Any tax penalties or interest resulting from improper reporting or delays attributable to your action will be your responsibility.

Notwithstanding the foregoing, the tax equalization arrangement described above is subject to review and change should your tax status in your home country change during or prior to this Assignment.

With regard to any provision in this letter that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Section 409A of the Internal Revenue Code of 1986,: the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit;, the amount of expenses eligible for reimbursement, or in-kind benefits provided during any taxable year, shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided in any other taxable year; and such payments shall be made on or before the last day of the Participant’s taxable year following the taxable year in which the expense occurred.

By signing this agreement, you are authorizing American Tower's designated outside tax consultants to release any pertinent information to American Tower relating to the period of your assignment.

Termination: You will be eligible to receive severance benefits afforded to Company Executive Vice Presidents under the American Tower Corporation Severance Program and the policies thereunder. In the event that this Assignment is terminated by American Tower or the Company without Cause (as defined in the American Tower Corporation Severance Program), then American Tower or the Company will reimburse all reasonable expenses associated with your relocation back to your Home Location. Further, though severance would not be applicable, should there be a mutual decision for an early termination of this Assignment such reasonable relocation expenses would be reimbursed.

The terms contained in this letter will serve as the terms and conditions of your assignment. Once your relocation process has been completed, to the extent there is any material variation from achieving the intended equalization under actual conditions encountered, these terms and conditions of this letter of assignment could be amended, under mutual agreement between you and American Tower.

This letter agreement, unless earlier terminated or amended, and its terms and conditions, including, its allowances and benefits, will remain in effect until the above stated ending date, but may be extended by the mutual written agreement of the parties.

 

Sincerely,

/s/ James D. Taiclet, Jr.

James D. Taiclet, Jr.

Chairman, Chief Executive Officer and President

American Tower Corporation

My signature acknowledges receipt and acceptance of this letter of assignment and my agreement with the terms and conditions set forth in the letter and also acknowledge the adequacy of the consideration provided to me in connection therewith.