AMT » Topics » DEFINITIONS

This excerpt taken from the AMT 10-K filed Mar 1, 2010.

DEFINITIONS

Whenever used in this Plan, 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 Program applicable to the Participant, Base Earnings shall also include, for a Participant who is a 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

 

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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 Plan, 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     Company: has the meaning set forth in Section 1.1.

2.9     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 from disparaging the Company or any affiliate.

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 (or designated as an “expatriate employee” by the Administrator); 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 Administrator); and provided, further, that any individual described in subparagraph (b) or (c) of this Section shall remain ineligible to participate in the Plan, notwithstanding any re-characterization of the individual as an employee for any federal, state or local law purpose.

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 Plan.

 

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2.13     Good Reason: means, without the written consent of an applicable Participant, (i) a material diminution of an applicable Participant’s annual Base Earnings; (ii) a material diminution of an applicable Participant’s authority, duties or responsibilities; or (iii) a relocation of an applicable 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 is still in effect and 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     Plan; Severance Plan: this American Tower Corporation Severance Plan, as set forth herein, together with all documents incorporated by reference, including without limitation, the Severance Program documents set forth on Exhibit A hereto and any and all supplements and amendments hereto or to such incorporated documents 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; but in the case of an annual bonus plan such pro ration shall not be made with respect to the year following the year of termination, even if the Severance Period extends into such subsequent year or extends beyond 12 months. 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 or for one or more reasons that do not constitute Cause or Performance Reasons; provided that, if specifically provided for in the Severance Program 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) a voluntary termination by the Participant on any basis (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 Reasons, shall not, in any event, constitute a Qualifying Termination.

2.19     Separation and Release Agreement: an agreement and general release, in a form and with content satisfactory to the Company, that, among other things, releases and forever discharges the Company and its affiliates, officers, employees, and directors from all claims and damages that the Participant may have in connection with or arising out of his or her employment or the termination of employment with the Company or any affiliate.

2.20     Severance Benefits: the benefits provided hereunder, as determined pursuant to Article 3.

 

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2.21     Severance Pay: the portion of Severance Benefits that are payable based on a Participant’s Base Earnings.

2.22     Severance Period: the period equal to the total number of weeks of Base Earnings to be paid as Severance Pay hereunder.

2.23     Severance Programs: the programs listed on Exhibit A, as amended and in effect from time to time, that provide the specific benefit entitlement available under this Plan to a Participant based on his or her job category at the time of the Qualifying Termination. The terms of each such Severance Program shall be incorporated herein and made a part hereof. No Participant shall be entitled to Severance Benefits under more than one Severance Program and the Administrator shall have sole discretion to determine which Severance Program shall apply to a Participant.

2.24     Worksite: the principal office, primary work location or base of operations designated by the Employer with respect to a position, job or work assignment.

2.25     Year of Service: each 12-month period of continuous service as an employee, commencing on a Participant’s most recent date of hire with an Employer. A Participant shall not be given credit for a Year of Service unless he or she completes a full 12-month period of continuous service as an employee.

This excerpt taken from the AMT 8-K filed Mar 5, 2009.

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 Reasons, shall not constitute a Qualifying Termination.

 

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2.19 Separation and Release Agreement: an agreement and general release, in a form satisfactory to the Company, that releases and forever discharges the Company and its affiliates, officers and directors from all claims and damages that the Participant may have in connection with or arising out of his or her employment or the termination of employment with the Company or any affiliate.

2.20 Severance Benefits: the benefits provided hereunder, as determined pursuant to Article 3.

2.21 Severance Pay: the portion of Severance Benefits that are payable based on a Participant’s Base Earnings.

2.22 Severance Period: the period equal to the total number of weeks of Base Earnings to be paid as Severance Pay hereunder.

2.23 Severance Policies: the policies listed on Exhibit A, as amended and in effect from time to time, that provide the specific benefit entitlement available under this Program to a Participant based on his or her job category at the time of the Qualifying Termination. The terms of each such Severance Policy shall be incorporated herein and made a part hereof. No Participant shall be entitled to Severance Benefits under more than one Severance Policy and the Plan Administrator shall have sole discretion to determine which Severance Policy shall apply to a Participant.

2.24 Year of Service: each 12-month period of continuous service as an employee, commencing on a Participant’s most recent date of hire with an Employer. A Participant shall not be given credit for a Year of Service unless he or she completes a full 12-month period of continuous service as an employee.

EXCERPTS ON THIS PAGE:

10-K
Mar 1, 2010
8-K
Mar 5, 2009

RELATED TOPICS for AMT:

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