0001193125-04-135661 Sample Contracts

NONCOMPETITION AND CONFIDENTIALITY AGREEMENT
Noncompetition and Confidentiality Agreement • August 9th, 2004 • American Tower Corp /Ma/ • Communications services, nec • Georgia

This Agreement (this “Agreement”) made as of January 1, 2004, by and between American Tower Corporation, a Delaware corporation (“ATC”), and J. Michael Gearon, Jr. (“Optionee”), an individual residing at .

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American Tower Corporation Boston, MA 02116 April 2, 2004
American Tower Corp /Ma/ • August 9th, 2004 • Communications services, nec • Massachusetts

Reference is hereby made to the Stockholder/Optionee Agreement, dated October 11, 2001 (the “Stockholder Agreement”), among ATC Mexico Holding Corp. (“Holding”), American Tower International, Inc. (“ATC International”), American Tower Corporation (“ATC”), J. Michael Gearon, Jr. (“Gearon”), and each of the persons who has executed a counterpart to the Stockholder Agreement (individually a “Stockholder” and collectively the “Stockholders” which terms shall include Gearon in his capacity as such). Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Stockholder Agreement. The parties agree as follows:

STOCKHOLDER/OPTIONEE AGREEMENT
Stockholder/Optionee Agreement • August 9th, 2004 • American Tower Corp /Ma/ • Communications services, nec • Delaware

AGREEMENT made and entered into, as of January 1, 2004, by and among ATC South America Holding Corp., a Delaware corporation (“Holding”), American Tower Corporation, a Delaware corporation (“ATC”), American Tower International, Inc., a Delaware corporation (“ATC International”), J. Michael Gearon, Jr., an individual residing in Atlanta, Georgia (“Gearon”) and the Persons who from time to time execute a counterpart of this Agreement (individually a “Stockholder” and collectively the “Stockholders” which terms shall include Gearon in his capacity as such).

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