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Agreement With Steven Moskowitz

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Exhibit 10.1


This Agreement (" Agreement" ) is executed as of February 25, 2009 by and between American Tower Corporation, a Delaware corporation and its subsidiaries and affiliates (collectively the " Company" ) and Steven J. Moskowitz (the " Employee" ). The Company and the Employee shall collectively be referred to as the " Parties."

Whereas, the Employee joined the Company as an employee in January 1998 and has held the position of President, U.S. Tower Division, since October 2003;

Whereas, the Employee and the Company have engaged in communications regarding succession planning at the Company, and the Employee has indicated his desire to transition to a different role and relationship with the Company, whereby he would cease to serve as President, U.S. Tower Division, but would continue to provide strategic advisory services to the Company;

Whereas, the Employee and the Company are parties to that certain letter agreement dated November 7, 2003 from James Taiclet, the Company' s Chief Executive Officer (the " Employment Letter" ), which provides for certain benefits to the Employee; Whereas, the Employee and the Company have agreed to terminate the Employment Letter and have agreed that the Employee' s continued service to the Company be subject to the terms and conditions set forth herein;

Whereas, the Company has agreed to provide the Employee with the benefits set forth herein as consideration for the services to be provided by the Employee hereunder and for Employee' s agreement to the terms and conditions contained herein, including with respect to the release, non-compete, non-solicitation and mutual non-disparagement clauses (collectively, the " Covenants" );

Whereas, the Employee acknowledges that, by the Employee' s free and voluntary act of signing this Agreement, the Employee agrees to the terms of this Agreement and intends to be legally bound thereby after the Agreement is signed by both parties and the revocation period as set forth herein has expired; and

Whereas, Employee and the Company have agreed to terms related to the Employee' s termination of employment, which are set forth herein.

NOW, THEREFORE, in consideration of the foregoing promises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

1. Effective as of March 9, 2009, the Employee will cease to be the Executive Vice President of the Company and the President of the U.S. Tower Division. Employee will continue as an employee of the Company until April 3, 2009 (" Departure Date" ) and will make himself reasonably available for the purpose of assisting in transitioning matters to his successor(s) in those positions and shall be paid until the Departure Date at the rate of $10,192.31 per week, representing his current base salary. Employee' s employment with the Company shall terminate as of 5:00 PM Boston time on the Departure Date. The Company shall reimburse the Employee for business expense incurred through the Departure Date in accordance with the Company' s applicable reimbursement policy. 2. The Employee hereby resigns, effective as of the Departure Date, all positions, titles, duties and responsibilities with the Company, its subsidiaries and affiliates and agrees to execute all additional documents and take such further steps as may be reasonably required to effectuate such resignation. To the extent the Employee provides any services to the Company following the Departure Date, the Employee acknowledges that it will be in the capacity of a consultant.

3. The Parties agree that, effective as of the date hereof, the Employment Letter be and hereby is terminated in its entirety. Further, the Parties agree and acknowledge that the benefits provided for in this Agreement replace and supersede in their entirety any and all benefits that may have been afforded the Employee under the Employment Letter. The Parties acknowledge that the Employee shall not be entitled to any benefits under the Company' s Severance Program.

4. The Company shall pay the Employee at the same time as annual bonuses are paid to the Company' s other senior executives, but in no event later than the Departure Date, the amount of $489,300, which is equal to the sum of (i) the Employee' s 2008 bonus, as approved by the Compensation Committee of the Company' s Board of Directors, ($429,300) and (ii) the special bonus approved by the Compensation Committee of the Company' s Board of Directors in November 2008 ($60,000).

5. The Company agrees to pay the Employee severance in an amount equal to $795,000, which represents18 months of the Employee' s monthly salary of $44,167. This amount, less applicable taxes and withholdings, will be paid in equal bi-weekly installments for an 18-month period beginning on the first payroll date following the Departure Date (" Severance Period" ). In addition, the Company shall pay the Employee no later than the Departure Date, $81,000, which represents the Employee' s current target bonus for 2009 (60% of the Employee' s annual base salary), pro-rated based on the length of Employee' s employment with the Company for the period January 1, 2009 to the Departure Date. The amounts set forth in this paragraph 5 related to the Employee' s base salary and bonus are referred to in this Agreement as the " Severance Payment." Any accrued but unused flex time shall be compensated for in the final paycheck. The Employee' s final paycheck, which covers the period through the Departure Date, and all severance payments will be mailed to the last address on record at the Company.

6. This Agreement shall be administered and construed so as to minimize the risk of incurring any adverse tax consequences under Internal Revenue Code Section 409A and all regulations promulgated thereunder (collectively, " Section 409A" ). Notwithstanding any other provision contained within this Agreement to the contrary, if Section 409A applies to payments hereunder, no payment pursuant to the first sentence of paragraph 5 will be made to the Employee during the period lasting six (6) months from the Departure Date (or such later date as may be treated as the date of the Employee' s separation from service for purposes of Section 409A) to the extent and at the point that the total payments pursuant to the first sentence of paragraph 5 would exceed the limit established under Section 409A ($490,000). If any such payments are delayed pursuant to the preceding provisions of this paragraph 6, such delayed payments will resume and be paid on or about the first regularly scheduled payroll date following the first business day following the expiration of the six (6) month period referred to within this paragraph 6. If required to avoid the imposition of any excise tax pursuant to Section 409A on any of the payments pursuant to the first sentence of paragraph 5 that exceed $490,000 because the Employee is deemed to have a separation of service for purposes of Section 409A that is later than the Departure Date, such payments will be delayed to the earliest date that they can be paid without subjecting them to such excise tax.

2 7. The Company agrees to pay the Employee a gross-up for excise tax, and any federal and state income or other taxes on the gross-up payment (the " Gross Up" ), so that the Employee is held harmless, on an after-tax basis, from the application of the excise tax in the event that he receives or is deemed to receive payments or benefits from the Company or an affiliate of the Company, including the Severance Payment and other payments or benefits, which constitute " parachute payments" within the meaning of Sections 280G and 4999 of the Internal Revenue Code (" Code" ) and trigger excise taxes. 8. The Employee shall be entitled to continuation of Company sponsored medical or dental health benefits in which the Employee is currently enrolled to the extent provided in Section 4980B of the Internal Revenue Code of 1986 and Section 601 of the Employee Retirement Income Security Act of 1974, as amended (which provisions are commonly known as " COBRA" ). For the period beginning on the Departure Date and ending on October 3. 2010, the Company shall pay any such COBRA premiums on behalf of Employee. The Employee acknowledges that the qualifying event date for purposes of COBRA is the Departure Date. The Employee will receive, under separate cover, information concerning the right to continue health and dental coverage after the Departure Date in accordance with COBRA.

9. Except as otherwise set forth in this Agreement, the Employee shall be entitled to all rights under the Company' s benefits plans as they relate to employees following termination of employment, including with respect to submissions for reimbursements, in accordance with the terms of such benefits plans.

10. The Employee acknowledges that the Employee is not entitled to receive the Severance Payment unless the Employee signs this Agreement. The Employee acknowledges that, except for the Severance Payment agreed to herein, he is not entitled to any payment in the nature of severance or termination pay from the Company. The Employee also acknowledges that other than the benefits described in this Agreement, the Employee is not entitled to any additional separation benefits.

11. The Company shall indemnify and reimburse the Employee to the fullest extent permitted under the Company' s current Certificate of Incorporation and By-Laws and applicable law, in connection with any pending, threatened of future action, suit or proceeding against the Employee by
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