Exhibit 10.2

American Tower Corporation, a Delaware corporation (the “Company”), hereby grants to the Participant named above (“you”) restricted stock units (the “RSUs”) representing the right to receive the number of shares of Common Stock, par value $0.01 per share (the “Stock”) of the Company set forth below (or, if so determined by the Committee, the value of such shares, payable in cash or such other property as the Committee determines) and the dividend equivalents with respect to the RSUs on the terms of this Notice of Grant of Restricted Stock Units and RSU Agreement (this “Agreement”), subject to your acceptance of this Agreement and the provisions of the American Tower Corporation 2007 Equity Incentive Plan, as amended from time to time (the “Plan”).

Date of grant:                                                                   , 20         

Number of shares:                                                                          

The RSUs will vest and the underlying shares will become issuable on the following schedule (each date, a “scheduled vesting date”):

                                     on                                      , 20      , as to                  shares,

                                     on                                      , 20      , as to                  additional shares,

                                     on                                      , 20      , as to                  additional shares, and

                                     on                                      , 20      , as to                  additional shares.

By your signature below, you agree with the Company to the terms of this Agreement.

Terms of Restricted