EXHIBIT INDEX
Listed below are the exhibit which are filed as part of this registration
statement (according to the number assigned to them in Item 601 of Regulation
S-K).
Exhibit No. Description of Document Exhibit File No. Page
5 Opinion of Sullivan & Worcester LLP.............................Filed herewith as Exhibit 5
10.1 American Tower Systems Corporation 1997 Stock Option Plan,
dated as of November 5, 1997, as Amended and Restated on
April 27, 1998..................................................Filed herewith as Exhibit 10.1
23.0 Consent of Sullivan & Worcester LLP.............................Contained in the opinion of
Sullivan & Worcester LLP filed
herewith as part of Exhibit 5
23.1 Consent of Deloitte & Touche LLP................................Filed herewith as Exhibit 23.1
24 Power of Attorney...............................................Filed herewith as page II-4 of
the Registration Statement
II-6
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AMERICAN TOWER SYSTEMS CORPORATION
1997 Stock Option Plan
As Amended and Restated on April 27, 1998
=================================================================
AMERICAN TOWER SYSTEMS CORPORATION
1997 STOCK OPTION PLAN
TABLE OF CONTENTS
Page
1. PURPOSE.........................................................................................1
2. ADMINISTRATION OF THE PLAN......................................................................1
3. OPTION SHARES...................................................................................2
4. AUTHORITY TO GRANT OPTIONS......................................................................2
5. WRITTEN AGREEMENT...............................................................................2
6. ELIGIBILITY.....................................................................................3
7. OPTION PRICE....................................................................................3
8. DURATION OF OPTIONS.............................................................................4
9. VESTING PROVISIONS..............................................................................4
10. EXERCISE OF OPTIONS.............................................................................4
11. TRANSFERABILITY OF OPTIONS......................................................................5
12. TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF OPTIONEE
WITH THE COMPANY................................................................................6
13. REQUIREMENTS OF LAW.............................................................................6
14. NO RIGHTS AS STOCKHOLDER........................................................................7
15. EMPLOYMENT OBLIGATION...........................................................................7
16. FORFEITURE AS A RESULT OF TERMINATION FOR CAUSE ................................................7
17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE......................................................8
18. AMENDMENT OR TERMINATION OF PLAN................................................................9
19. EFFECTIVE DATE AND DURATION OF THE PLAN........................................................10
AMERICAN TOWER SYSTEMS CORPORATION
1997 STOCK OPTION PLAN
1. PURPOSE
The purpose of this 1997 Stock Option Plan (the "Plan") is to encourage
directors, consultants and employees of American Tower Systems Corporation (the
"Company") and its Subsidiaries (as hereinafter defined) to continue their
association with the Company and its Subsidiaries, by providing opportunities
for such persons to participate in the ownership of the Company and in its
future growth through the granting of stock options (the "Options") which may be
options designed to qualify as incentive stock options (within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") (an
"ISO"), or options not intended to qualify for any special tax treatment under
the Code (a "NQO"). The term "Subsidiary" as used in the Plan means a
corporation or other business organization of which the Company owns, directly
or indirectly through an unbroken chain of ownership, fifty percent (50%) or
more of the total combined voting power of all classes of stock.
2. ADMINISTRATION OF THE PLAN
The Plan shall be administered by a committee (the "Committee")
consisting of two or more members of the Company's Board of Directors (the
"Board"). The Committee shall from time to time determine to whom options or
other rights shall be granted under the Plan, whether options granted shall be
incentive stock options ("ISOs") or nonqualified stock options ("NSOs"), the
terms of the options or other rights, and the number of shares that may be
granted under options. The Committee shall report to the Board the names of
individuals to whom stock or options or other rights are to be granted, the
number of shares covered, and the terms and conditions of each grant. The
determinations described in this Section 2 may be made by the Committee or by
the Board, as the Board shall direct in its discretion, and references in the
Plan to the Committee shall be understood to refer to the Board in any such
case.
The Committee shall select one of its members as Chairman and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum, and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee. The Committee shall have
the authority to adopt, amend, and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan. All questions of
interpretation and application of such rules and regulations, of the Plan and of
options granted thereunder (the "Options"), shall be subject to the
determination of the Committee, which shall be final and binding. The Plan shall
be administered in such a manner as to permit those Options granted hereunder
and specially designated under Section 5 hereof as an ISO to qualify as
incentive stock options as described in Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code").
For so long as Section 16 of the Securities Exchange Act of 1934, as
amended from time to time (the "Exchange Act"), is applicable to the Company,
each member of the Committee shall be
a "non-employee director" or the equivalent within the meaning of Rule 16b-3
under the Exchange Act, and, for so long as Section 162(m) of the Code is
applicable to the Company, an "outside director" within the meaning of Section
162 of the Code and the regulations thereunder.
With respect to persons subject to Section 16 of the Exchange Act
("Insiders"), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successor under the Exchange Act. To
the extent any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed to be modified so as to be in compliance with such
Rule, or, if such modification is not possible, it shall be deemed to be null
and void, to the extent permitted by law and deemed advisable by the Committee.
3. OPTION SHARES
The stock subject to Options under the Plan shall be shares of Class A
and Class B Common Stock, par value $.01 per share (the "Stock"), provided,
however, that after the consummation of the ATC Merger as defined in the
Agreement and Plan of Merger by and between the Company and American Tower
Corporation, dated December 12, 1997, as may be amended, any Options granted
shall be for shares of Class A. The total amount of the Stock with respect to
which Options may be granted (the "Option Pool"), shall not exceed in the
aggregate 15,000,000 shares; provided, however, such aggregate number of shares
shall be subject to adjustment in accordance with the provisions of Section 17.
In the event that any outstanding Option shall expire for any reason or shall
terminate by reason of the death or severance of employment of the Optionee, the
surrender of any such Option, or any other cause, the shares of Stock allocable
to the unexercised portion of such Option may again be subject to an option
under the Plan. The maximum number of shares of Stock subject to Options that
may be granted to any Optionee in the aggregate in any calendar year shall not
exceed 5,000,000 shares.
4. AUTHORITY TO GRANT OPTIONS
The Committee may determine, from time to time, which employees of the
Company or any Subsidiary or other persons shall be granted Options under the
Plan, the terms of the Options (including without limitation whether an Option
shall be an ISO or a NQO) and the number of shares which may be purchased under
the Option or Options. Without limiting the generality of the foregoing, the
Committee may from time to time grant: (a) to such employees (other than
employees of a Subsidiary which is not a corporation) as it shall determine an
Option or Options to buy a stated number of shares of Stock under the terms and
conditions of the Plan which Option or Options will to the extent so designated
at the time of grant constitute an ISO; and (b) to such eligible directors,
employees or other persons as it shall determine an Option or Options to buy a
stated number of shares of Stock under the terms and conditions of the Plan
which Option or Options shall constitute a NQO. Subject only to any applicable
limitations set forth elsewhere in the Plan, the number of shares of Stock to be
covered by any Option shall be as determined by the Committee.
5. WRITTEN AGREEMENT
Each Option granted hereunder shall be embodied in an option agreement
(the "Option Agreement") substantially in the form of Exhibit 1, which shall be
signed by the Optionee and by
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the Chief Executive Officer, Chief Financial Officer or the Corporate Controller
of the Company for and in the name and on behalf of the Company. An Option
Agreement may contain such restrictions on exercisability and such other
provisions not inconsistent with the Plan as the Committee in its sole and
absolute discretion shall approve.
6. ELIGIBILITY
The individuals who shall be eligible for grant of Options under the
Plan shall be employees (including officers who may be members of the Board),
directors who are not employees and other individuals, whether or not employees,
who render services of special importance to the management, operation, or
development of the Company or a Subsidiary, and who have contributed or may be
expected to contribute materially to the success of the Company or a Subsidiary.
An employee, director or other person to whom an Option has been granted
pursuant to an Option Agreement is hereinafter referred to as an "Optionee."
7. OPTION PRICE
The price at which shares of Stock may be purchased pursuant to an
Option shall be specified by the Committee at the time the Option is granted,
but shall in no event be less than the par value of such shares and, in the case
of an ISO, except as set forth in the following sentence, one hundred percent
(100%) of the fair market value of the Stock on the date the ISO is granted. In
the case of an employee who owns (or is considered under Section 424(d) of the
Code as owning) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or any Subsidiary,
the price which shares of Stock may be so purchased pursuant to an ISO shall be
not less than one hundred and ten percent (110%) of the fair value of the Stock
on the date the ISO is granted.
For purposes of the Plan, the "fair market value" of a share of Stock
on any date specified herein, shall mean (a) the last reported sales price,
regular way, or, in the event that no sale takes place on such day, the average
of the reported closing bid and asked prices, regular way, in either case (i) as
reported on the New York Stock Exchange Composite Tape, or (ii) if the Stock is
not listed or admitted to trading on the New York Stock Exchange, on the
principal national securities exchange on which such security is listed or
admitted to trading, or (iii) if not then listed or admitted to trading on any
national securities exchange, on the NASDAQ National Market System; or (b) if
the Stock is not quoted on such National Market System, (i) the average of the
closing bid and asked prices on each such day in the over-the-counter market as
reported by NASDAQ, or (ii) if bid and asked prices for such security on each
such day shall not have been reported through NASDAQ, the average of the bid and
asked prices for such day as furnished by any New York Stock Exchange member
firm regularly making a market in such security selected for such purpose by the
Committee; or (c) if the Stock is not then listed or admitted to trading on any
national exchange or quoted in the over-the-counter market, the fair value
thereof determined in good faith by the Committee as of a date which is within
thirty (30) days of the date with respect to which the determination is to be
made; provided, however, that any method of determining fair market value
employed by the Committee with respect to an ISO shall be consistent with any
applicable laws or regulations pertaining to "incentive stock options."
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8. DURATION OF OPTIONS
The duration of any Option shall be specified by the Committee in the
Option Agreement, but no ISO shall be exercisable after the expiration of ten
(10) years, and no NQO shall be exercisable after the expiration of ten (10)
years and one (1) day, from the date such Option is granted. In the case of any
employee who owns (or is considered under Section 424(d) of the Code as owning)
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or any Subsidiary, no ISO shall be
exercisable after the expiration of five (5) years from the date such Option is
granted. The Committee, in its sole and absolute discretion, may extend any
Option theretofore granted subject to the aforesaid limits and may provide that
an Option shall be exercisable during its entire duration or during any lesser
period of time.
9. VESTING PROVISIONS
Each Option may be exercised so long as it is valid and outstanding
from time to time, in part or as a whole, in such manner and subject to such
conditions as the Committee, in its sole and absolute discretion, may provide in
the Option Agreement.
10. EXERCISE OF OPTIONS
Options shall be exercised by the delivery of written notice to the
Company setting forth the number of shares of Stock with respect to which the
Option is to be exercised, accompanied by payment of the option price of such
shares, which payment shall be made, subject to the alternative provisions of
this Section, in cash or by such cash equivalents, payable to the order of the
Company in an amount in United States dollars equal to the option price of such
shares, as the Committee in its sole and absolute discretion shall consider
acceptable. Such notice shall be delivered in person to the Secretary of the
Company or shall be sent by registered mail, return receipt requested, to the
Secretary of the Company, in which case delivery shall be deemed made on the
date such notice is deposited in the mail.
Alternatively, if the Option Agreement so specifies, and subject to
such rules as may be established by the Committee, payment of the option price
may be made through a so-called "cashless exercise" procedure, under which the
Optionee shall deliver irrevocable instructions to a broker to sell shares of
Stock acquired upon exercise of the Option and to remit promptly to the Company
a sufficient portion of the sale proceeds to pay the option price and any tax
withholding resulting from such exercise.
Alternatively, payment of the option price may be made, in whole or in
part, in shares of Stock owned by the Optionee; provided, however, that the
Optionee may not make payment in shares of Stock that he acquired upon the
earlier exercise of any ISO (or other "incentive stock option"), unless and
until he has held the shares until at least two (2) years after the date the ISO
(or such other incentive stock option) was granted and at least one (1) year
after the date the ISO (or such other option) was exercised. If payment is made
in whole or in part in shares of Stock, then the Optionee shall deliver to the
Company in payment of the option price of the shares with respect of which such
Option is exercised (a) certificates registered in the name of such Optionee
representing a number of shares of Stock legally and beneficially owned by such
Optionee, free of
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all liens, claims and encumbrances of every kind, and having a fair market value
on the date of delivery of such notice equal to the option price of the shares
of Stock with respect to which such Option is to be exercised, such certificates
to be accompanied by stock powers duly endorsed in blank by the record holder of
the shares of Stock represented by such certificates; and (b) if the option
price of the shares with respect to which such Option is to be exercised exceeds
such fair market value, cash or such cash equivalents payable to the order to
the Company, in an amount in United States dollars equal to the amount of such
excess, as the Committee in its sole and absolute discretion shall consider
acceptable. Notwithstanding the foregoing provisions of this Section, the
Committee, in its sole and absolute discretion (i) may refuse to accept shares
of Stock in payment of the option price of the shares of Stock with respect to
which such Option is to be exercised and, in that event, any certificates
representing shares of Stock which were delivered to the Company with such
written notice shall be returned to such Optionee together with notice by the
Company to such Optionee of the refusal of the Committee to accept such shares
of Stock and (ii) may accept, in lieu of actual delivery of stock certificates,
an attestation by the Optionee substantially in the form attached herewith as
Exhibit C or such other form as may be deemed acceptable by the Committee that
he or she owns of record the shares to be tendered free and clear of all liens,
claims and encumbrances of every kind.
Alternatively, if the Option Agreement so specifies, payment of the
option price may be made in part by a promissory note executed by the Optionee
and containing the following terms and conditions (and such others as the
Committee shall, in its sole and absolute discretion determine from time to
time): (a) it shall be collaterally secured by the shares of Stock obtained upon
exercise of the Option; (b) repayment shall be made on demand by the Company
and, in any event, no later than three (3) years from the date of exercise; and
(c) the note shall bear interest at a rate as determined by the Committee,
payable monthly out of a payroll deduction provision; provided, however, that
notwithstanding the foregoing (i) an amount not less than the par value of the
shares of Stock with respect to which the Option is being exercised must be paid
in cash, cash equivalents, or shares of Stock in accordance with this Section,
and (ii) the payment of such exercise price by promissory note does not violate
any applicable laws or regulations, including, without limitation, Delaware
corporate law or applicable margin lending rules. The decision as to whether to
permit partial payment by a promissory note for shares of Stock to be issued
upon exercise of any Option granted shall rest entirely in the sole and absolute
discretion of the Committee.
As promptly as practicable after the receipt by the Company of (a)
written notice from the Optionee setting forth the number of shares of Stock
with respect to which such Option is to be exercised and (b) payment of the
option price of such shares in the form required by the foregoing provisions of
this Section, the Company shall cause to be delivered to such Optionee
certificates representing the number of shares with respect to which such Option
has been so exercised (less a number of shares equal to the number of shares as
to which ownership was attested under the procedure described in clause (ii) of
the next preceding paragraph).
11. TRANSFERABILITY OF OPTIONS
Options shall not be transferable by the Optionee otherwise than by
will or under the laws of descent and distribution, and shall be exercisable
during his or her lifetime only by the Optionee, except that the Committee may
specify in an Option Agreement that pertains to an NQO that the Optionee may
transfer such NQO to a member of the Immediate Family of the Optionee, to a
trust
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solely for the benefit of the Optionee and the Optionee's Immediate Family, or
to a partnership or limited liability company whose only partners or members are
the Optionee and members of the Optionee's Immediate Family. "Immediate Family"
shall mean, with respect to any Optionee, such Optionee's child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
and shall include adoptive relationships.
12. TERMINATION OF EMPLOYMENT OR INVOLVEMENT OF OPTIONEE WITH
THE COMPANY
For purposes of this Section, employment by or involvement with (in the
case of an Optionee who is not an employee) a Subsidiary shall be considered
employment by or involvement with the Company. Except as otherwise set forth in
the Option Agreement, after the Optionee's termination of employment with the
Company other than by reason of death or disability, including his retirement in
good standing from the employ of the Company for reasons of age under the then
established rules of the Company, the Option shall terminate on the earlier of
the date of its expiration or three (3) months after the date of such
termination or retirement. After the death of the Optionee, his or her
executors, administrators or any persons to whom his or her Option may be
transferred by will or by the laws of descent and distribution shall have the
right to exercise the Option to the extent to which the Optionee was entitled to
exercise the Option. In the event that such termination is a result of
disability, the Optionee shall have the right to exercise the Option pursuant to
its terms as if such Optionee continued as an employee.
Authorized leave of absence or absence on military or government
service shall not constitute severance of the employment relationship between
the Company and the Optionee for purposes of the Plan, provided that either (a)
such absence is for a period of no more than ninety (90) days or (b) the
Employee's right to re-employment after such absence is guaranteed either by
statute or by contract.
For Optionees who are not employees of the Company, options shall be
exercisable for such periods following the termination of the Optionee's
involvement with the Company as may be set forth in the Option Agreement.
13. REQUIREMENTS OF LAW
The Company shall not be required to sell or issue any shares of Stock
upon the exercise of any Option if the issuance of such shares shall constitute
or result in a violation by the Optionee or the Company of any provisions of any
law, statute or regulation of any governmental authority. Specifically, in
connection with the Securities Act of 1933, as amended (the "Securities Act"),
and any applicable state securities or "blue sky" law (a "Blue Sky Law"), upon
exercise of any Option the Company shall not be required to issue such shares
unless the Committee has received evidence satisfactory to it to the effect that
the holder of such Option will not transfer such shares except pursuant to a
registration statement in effect under the Securities Act and Blue Sky Laws or
unless an opinion of counsel satisfactory to the Company has been received by
the Company to the effect that such registration and compliance is not required.
Any determination in this connection by the Committee shall be final, binding
and conclusive. The Company shall not be obligated to take any action in order
to cause the exercise of an Option or the issuance of shares of Stock pursuant
thereto
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to comply with any law or regulations of any governmental authority, including,
without limitation, the Securities Act or applicable Blue Sky Law.
Notwithstanding any other provision of the Plan to the contrary, the
Company may refuse to permit transfer of shares of Stock if in the opinion of
its legal counsel such transfer would violate federal or state securities laws
or subject the Company to liability thereunder. Any sale, assignment, transfer,
pledge or other disposition of shares of Stock received upon exercise of any
Option (or any other shares or securities derived therefrom) which is not in
accordance with the provisions of this Section shall be void and of no effect
and shall not be recognized by the Company.
Legend on Certificates. The Committee may cause any certificate
representing shares of Stock acquired upon exercise of an Option (and any other
shares or securities derived therefrom) to bear a legend to the effect that the
securities represented by such certificate have not been registered under the
Federal Securities Act of 1933, as amended, or any applicable state securities
laws, and may not be sold, assigned, transferred, pledged or otherwise disposed
of except in accordance with the Plan and applicable agreements binding the
holder and the Company or any of its stockholders.
14. NO RIGHTS AS STOCKHOLDER
No Optionee shall have any rights as a stockholder with respect to
shares covered by his or her Option until the date of issuance of a stock
certificate for such shares; except as otherwise provided in Section 17, no
adjustment for dividends or otherwise shall be made if the record date therefor
is prior to the date of issuance of such certificate.
15. EMPLOYMENT OBLIGATION
The granting of any Option shall not impose upon the Company or any
Subsidiary any obligation to employ or continue to employ any Optionee, or to
engage or retain the services of any person, and the right of the Company or any
Subsidiary to terminate the employment or services of any person shall not be
diminished or affected by reason of the fact that an Option has been granted to
him or her. The existence of any Option shall not be taken into account in
determining any damages relating to termination of employment or services for
any reason.
16. FORFEITURE AS A RESULT OF TERMINATION FOR CAUSE
Notwithstanding any provision of the Plan to the contrary, if the
Committee determines, after full consideration of the facts presented on behalf
of the Company and an Optionee, that
(a) the Optionee has been engaged in fraud, embezzlement,
theft, commission of a felony or dishonesty in the course of his or her
employment by or involvement with the Company or a Subsidiary, which
damaged the Company or a Subsidiary, or has made unauthorized
disclosure of trade secrets or other proprietary information of the
Company or a Subsidiary or of a third party who has entrusted such
information to the Company or a Subsidiary, or
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(b) the Optionee's employment or involvement was otherwise
terminated for "cause," as defined in any employment agreement with the
Optionee, if applicable, or if there is no such agreement, as
determined by the Committee, which may determine that "cause" includes
among other matters the willful failure or refusal of the Optionee to
perform and carry out his or her assigned duties and responsibilities
diligently and in a manner satisfactory to the Committee,
then the Optionee's right to exercise an Option shall terminate as of the date
of such act (in the case of (a)) or such termination (in the case of (b)) and
the Optionee shall forfeit all unexercised Options. If an Optionee whose
behavior the Company asserts falls within the provisions of (a) or (b) above has
exercised or attempts to exercise an Option prior to a decision of the
Committee, the Company shall not be required to recognize such exercise until
the Committee has made its decision and, in the event of any exercise shall have
taken place, it shall be of no force and effect (and void ab initio) if the
Committee makes an adverse determination; provided, however, if the Committee
finds in favor of the Optionee then the Optionee will be deemed to have
exercised such Option retroactively as of the date he or she originally gave
written notice of his or her attempt to exercise or actual exercise, as the case
may be. The decision of the Committee as to the cause of an Optionee's discharge
and the damage done to the Company or a Subsidiary shall be final, binding and
conclusive. No decision of the Committee, however, shall affect in any manner
the finality of the discharge of such Optionee by the Company or a Subsidiary.
17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE
The existence of outstanding Options shall not affect in any way the
right or power of the Company or its stockholders to make or authorize any or
all adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business or any merger or consolidation of
the Company or any issue of bonds, debentures, preferred or preference stock,
whether or not convertible into the Stock or other securities, ranking prior to
the Stock or affecting the rights thereof, or warrants, rights or options to
acquire the same, or the dissolution or liquidation of the Company or any sale
or transfer of all or any part of its assets or business or any other corporate
act or proceeding, whether of a similar character or otherwise.
The number of shares of Stock in the Option Pool (less the number of
shares theretofore delivered upon exercise of Options) and the number of shares
of Stock covered by any outstanding Option and the price per share payable upon
exercise thereof (provided that in no event shall the option price be less than
the par value of such shares) shall be proportionately adjusted for any increase
or decrease in the number of issued and outstanding shares of Stock resulting
from any subdivision, split, combination or consolidation of shares of Stock or
the payment of a dividend in shares of stock or other securities of the Company
on the Stock. The decision of the Board as to the adjustment, if any, required
by the provisions of this Section shall be final, binding and conclusive.
If the Company merges or consolidates with a wholly-owned subsidiary
for the purpose of reincorporating itself under the laws of another
jurisdiction, the Optionees will be entitled to acquire shares of Stock of the
reincorporated Company upon the same terms and conditions as were in effect
immediately prior to such reincorporation (unless such reincorporation involves
a change in the number of shares or the capitalization of the Company, in which
case proportional adjustments shall
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be made as provided above) and the Plan, unless otherwise rescinded by the
Board, will remain the Plan of the reincorporated Company.
Except as otherwise provided in the preceding paragraph, if the Company
is merged or consolidated with another corporation, whether or not the Company
is the surviving entity, or if the Company is liquidated or sells or otherwise
disposes of all or substantially all of its assets to another entity while
unexercised Options remain outstanding under the Plan, or if other circumstances
occur in which the Board in its sole and absolute discretion deems it
appropriate for the provisions of this paragraph to apply (in each case, an
"Applicable Event"), then (a) each holder of an outstanding Option shall be
entitled, upon exercise of such Option, to receive in lieu of shares of Stock,
such stock or other securities or property as he or she would have received had
he exercised such option immediately prior to the Applicable Event; or (b) the
Board may, in its sole and absolute discretion, waive, generally or in one or
more specific cases, any limitations imposed pursuant to Section 9 so that some
or all Options from and after a date prior to the effective date of such
Applicable Event, specified by the Board, in its sole and absolute discretion,
shall be exercisable in full; or (c) the Board may, in its sole and absolute
discretion, cancel all outstanding and unexercised Options as of the effective
date of any such Applicable Event; or (d) the Board may, in its sole discretion,
convert some or all Options into options to purchase the stock or other
securities of the surviving corporation pursuant to an Applicable Event; or (e)
the Board may, in its sole and absolute discretion, assume the outstanding and
unexercised options to purchase stock or other securities of any corporation and
convert such options into Options to purchase Stock, whether pursuant to this
Plan or not, pursuant to an Applicable Event; provided, however, notice of any
such cancellation pursuant to clause (c) shall be given to each holder of an
Option not less than thirty (30) days preceding the effective date of such
Applicable Event, and provided further, however, that the Board may, in its sole
and absolute discretion, waive, generally or in one or more specific instances,
any limitations imposed pursuant to Section 9 with respect to any Option so that
such Option shall be exercisable in full or in part, as the Board may, in its
sole and absolute discretion, determine, during such thirty (30) day period.
Except as expressly provided herein, the issue by the Company of shares
of Stock or other securities of any class or series or securities convertible
into or exchangeable or exercisable for shares of Stock or other securities of
any class or series for cash or property or for labor or services either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of shares or obligations of the Company convertible into such
shares or other securities, shall not affect, and no adjustment by reason
thereof shall be made with respect to, the number, class or price of shares of
Stock then subject to outstanding Options.
18. AMENDMENT OR TERMINATION OF PLAN
The Board may, in its sole and absolute discretion, modify, revise or
terminate the Plan at any time and from time to time; provided, however, that
without the further approval of the holders of at least a majority of the
outstanding shares of Stock, the Board may not (a) materially increase the
benefits accruing to Optionees under the Plan or make any "modifications" as
that term is defined under Section 424(h)(3) (or its successor) of the Code if
such increase in benefits or modifications would adversely affect (i) the
availability to the Plan of the protections of Section 16(b) of the Exchange
Act, if applicable to the Company, or (ii) the qualification of the Plan or any
Options for "incentive stock option" treatment under Section 422 of the Code;
(b) change the aggregate number of shares of Stock which may be issued under
Options pursuant to the provisions
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of the Plan either to any one employee or in the aggregate; or (c) change the
class of persons eligible to receive ISOs. Notwithstanding the preceding
sentence, the Board shall in all events have the power and authority to make
such changes in the Plan and in the regulations and administrative provisions
hereunder or in any outstanding Option as, in the opinion of counsel for the
Company, may be necessary or appropriate from time to time to enable any Option
granted pursuant to the Plan to qualify as an incentive stock option or such
other stock option as may be defined under the Code, as amended from time to
time, so as to receive preferential federal income tax treatment.
19. EFFECTIVE DATE AND DURATION OF THE PLAN
The Plan shall become effective and shall be deemed to have been
adopted on November 5, 1997, unless the Plan shall have terminated earlier, the
Plan shall terminate on the tenth (10th) anniversary of its effective date, and
no Option shall be granted pursuant to the Plan after the day preceding the
tenth (10th) anniversary of its effective date.
-10-
AMERICAN TOWER SYSTEMS CORPORATION
Stock Option Agreement
Option Certificate: No.
Specific Terms of the Option
Subject to the terms and conditions hereinafter set forth and the terms
and conditions of the American Tower Systems Corporation 1997 Stock Option Plan
(the "Plan"), American Tower Systems Corporation, a Delaware corporation (the
"Company" which term shall include, unless the context otherwise clearly
requires, all Subsidiaries [as defined in the Plan] of the Company) hereby
grants the following option to purchase shares of Common Stock, par value $.01
per share (the "Stock") of the Company:
1. Name of Person to Whom the Option is granted (the "Optionee"):
2. Date of Grant of Option:
3. Number of shares of Stock:
4. Option Exercise Price (per share): $
5. Term: Subject to Section 10, this Option expires at 5:00 p.m. Eastern
Time on
6. Exercisability: Provided that on the dates set forth below the
Optionee is still employed by the Company or, if the
Optionee is not employed by the Company the Optionee
is still actively involved in the Company (as
determined by the Committee) the Option will become
exercisable as follows and as provided in Section 9
below:
Date Number of Shares Cumulative Number
American Tower Systems Corporation
By:__________________________ X_______________________
Title:____________________ (Signature of Optionee)
Date:_______________
Optionee's Address:
OTHER TERMS OF THE OPTION
WHEREAS, the Board of Directors (the "Board") has authorized the grant
of stock options upon certain terms and conditions set forth in the Plan and
herein; and
WHEREAS, the Compensation Committee (the "Committee") has authorized
the grant of this stock option pursuant and subject to the terms of the Plan, a
copy of which is available from the Company and is hereby incorporated herein;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements herein contained, the Company and the Optionee,
intending to be legally bound, covenant and agree as set forth on the first page
hereof and as follows:
7. Grant. Pursuant and subject to the Plan, the Company does hereby
grant to the Optionee a stock option (the "Option") to purchase from the Company
the number of shares of Stock set forth in Section 3 on the first page hereof
upon the terms and conditions set forth in the Plan and upon the additional
terms and conditions contained herein. This Option is a [incentive]
[nonqualified] stock option and [is] [is not] intended to qualify for special
federal income tax treatment as an "incentive stock option" pursuant to Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
8. Option Price. This Option may be exercised at the option price per
share of Stock set forth in Section 4 on the first page hereof, subject to
adjustment as provided herein and in the Plan.
9. Term and Exercisability of Option. This Option shall expire on the
date determined pursuant to Section 5 on first page hereof and shall be
exercisable prior to that date in accordance with and subject to the conditions
set forth in the Plan and those conditions, if any, set forth in Section 6 on
first page hereof. If before this Option has been exercised in full, the
Optionee ceases to be an employee of the Company for any reason other than a
termination for a reason specified in Section 16 of the Plan, the Optionee may
exercise this Option to the extent that he or she might have exercised it on the
date of termination of his or her employment, but only during the period ending
on the earlier of (a) the date on which the Option expires in accordance with
Section 5 of this Agreement or (b) three (3) months after the date of
termination of the Optionee's employment with the Company. However, if the
Optionee dies before the date of expiration of this Option and while in the
employ of the Company or during the three month period described in the
preceding sentence, or in the event of the retirement of the Optionee for
reasons of disability (within the meaning of Code ss. 22(e)(3)), the Option
shall terminate only on such date of expiration. If the Optionee dies before
this Option has been exercised in full, the personal representative of the
Optionee may exercise this Option as set forth in the preceding sentence.
10. Method of Exercise. To the extent that the right to purchase shares
of Stock has accrued hereunder, this Option may be exercised from time to time
by written notice to the Company substantially in the form attached hereto as
Exhibit A, stating the number of shares with respect to which this Option is
being exercised, and accompanied by payment in full of the option price for the
number of shares to be delivered, by means of payment acceptable to the Company
in accordance with Section 10 of the Plan. As soon as practicable after its
receipt of such notice, the Company
-2-
shall, without transfer or issue tax to the Optionee (or other person entitled
to exercise this Option), deliver to the Optionee (or other person entitled to
exercise this Option), at the principal executive offices of the Company or such
other place as shall be mutually acceptable, a certificate or certificates for
such shares out of theretofore authorized but unissued shares or reacquired
shares of its Stock as the Company may elect; provided, however, that the time
of such delivery may be postponed by the Company for such period as may be
required for it with reasonable diligence to comply with any applicable
requirements of law. Payment of the option price may be made in cash or cash
equivalents or, in accordance with the terms and conditions of Section 10 of the
Plan, (a) in whole or in part in shares of Common Stock of the Company, whether
or not through the attestation procedure in the Plan, or (b) in part by
promissory note of the Optionee in the form attached hereto as Exhibit B;
provided, however, that the Board reserves the right upon receipt of any written
notice of exercise from the Optionee to require payment in cash with respect to
the shares contemplated in such notice. If the Optionee (or other person
entitled to exercise this Option) fails to pay for and accept delivery of all of
the shares specified in such notice upon tender of delivery thereof, his or her
right to exercise this Option with respect to such shares not paid for may be
terminated by the Company.
11. Nonassignability of Option Rights. This Option shall not be
assignable or transferable by the Optionee except by will or by the laws of
descent and distribution. During the life of the Optionee, this Option shall be
exercisable only by him or her.*
12. Compliance with Securities Act. The Company shall not be obligated
to sell or issue any shares of Stock or other securities pursuant to the
exercise of this Option unless the shares of Stock or other securities with
respect to which this Option is being exercised are at that time effectively
registered or exempt from registration under the Securities Act of 1933, as
amended, and applicable state securities laws. In the event shares or other
securities shall be issued which shall not be so registered, the Optionee hereby
represents, warrants and agrees that he or she will receive such shares or other
securities for investment and not with a view to their resale or distribution,
and will execute an appropriate investment letter satisfactory to the Company
and its counsel.
13. Legends. The Optionee hereby acknowledges that the stock
certificate or certificates evidencing shares of Stock or other securities
issued pursuant to any exercise of this Option will bear a legend setting forth
the restrictions on their transferability described in Section 13 hereof.
14. Rights as Stockholder. The Optionee shall have no rights as a
stockholder with respect to any shares of Stock or other securities covered by
this Option until the date of issuance of a certificate to him or her for such
shares or other securities. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date such stock certificate is
issued.
15. Withholding Taxes. The Optionee hereby agrees, as a condition to
any exercise of this Option, to provide to the Company an amount sufficient to
satisfy its obligation to withhold certain federal, state and local taxes
arising by reason of such exercise (the "Withholding Amount") by (a) authorizing
the Company to withhold the Withholding Amount from his or her cash
compensation,
- --------
* Use different language for an Option transferable to family members.
-3-
or (b) remitting the Withholding Amount to the Company in cash; provided,
however, that to the extent that the Withholding Amount is not provided by one
or a combination of such methods, the Company in its sole and absolute
discretion may refuse to issue such shares of Stock or may withhold from the
shares of Stock delivered upon exercise of this Option that number of shares
having a fair market value, on the date of exercise, sufficient to eliminate any
deficiency in the Withholding Amount.
16. Notice of Disqualifying Disposition. If this Option is an incentive
stock option, the Optionee agrees to notify the Company promptly in the event
that he sells, transfers, exchanges or otherwise disposes of any shares of Stock
issued upon exercise of the Option, before the later of (i) the second
anniversary of the date of grant of the Option and (ii) the first anniversary of
the date the shares were issues upon his exercise of the Option.
17. Termination or Amendment of Plan. The Board may in its sole and
absolute discretion at ant time terminate or from time to time modify and amend
the Plan, but no such termination or amendment will affect rights and
obligations under this Option.
18. Effect Upon Employment. Nothing in this Option or the Plan shall be
construed to impose any obligation upon the Company to employ or retain in its
employ, or continue its involvement with, the Optionee.
19. Time for Acceptance. Unless the Optionee shall evidence his or her
acceptance of this Option by execution of this Agreement within seven (7) days
after its delivery to him or her, the Option and this Agreement shall be null
and void.
20. General Provisions.
(a) Amendment; Waivers. This Agreement, including the Plan,
contains the full and complete understanding and agreement of the parties hereto
as to the subject matter hereof and may not be modified or amended, nor may any
provision hereof be waived, except by a further written agreement duly signed by
each of the parties. The waiver by either of the parties hereto of any provision
hereof in any instance shall not operate as a waiver of any other provision
hereof or in any other instance.
(b) Binding Effect. This Agreement shall inure to the benefit
of and be binding upon the parties hereto and, to the extent provided herein and
in the Plan, their respective heirs, executors, administrators, representatives,
successors and assigns.
(c) Construction. This Agreement is to be construed in
accordance with the terms of the Plan. In case of any conflict between the Plan
and this Agreement, the Plan shall control. The titles of the sections of this
Agreement and of the Plan are included for convenience only and shall not be
construed as modifying or affecting their provisions. The masculine gender shall
include both sexes; the singular shall include the plural and the plural the
singular unless the context otherwise requires.
-4-
(d) Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the applicable laws of the United
States of America and the law (other than the law governing conflict of law
questions) of The Commonwealth of Massachusetts except to the extent the laws of
any other jurisdiction are mandatorily applicable.
(e) Notices. Any notice in connection with this Agreement
shall be deemed to have been properly delivered if it is in writing and is
delivered in hand or sent by registered mail to the party addressed as follows,
unless another address has been substituted by notice so given:
To the Optionee: To his or her address as
listed on the books of the Company.
To the Company: American Tower Systems Corporation
116 Huntington Avenue
Boston, MA 02116
Attention: Chief Financial Officer
and
Sullivan & Worcester LLP
One Post Office Square
Boston, MA 02109
Attention: Norman A. Bikales
-5-
Exhibit A to Stock Option
[FORM FOR EXERCISE OF STOCK OPTION]
American Tower Systems Corporation
116 Huntington Avenue
Boston, Massachusetts 02116
RE: Exercise of Option under American Tower Systems Corporation
1997 Stock Option Plan
Gentlemen:
Please take notice that the undersigned hereby elects to exercise the
stock option granted to ___________ (the "Employee") pursuant and subject to the
terms and conditions of the Stock Option Agreement between the Employee and the
Company dated as of , 199 (the "Option Agreement") by and to the extent of
purchasing shares of [Class A or Class B] Common Stock, par value $.01 per
share, of American Tower Systems Corporation (the "Company") for the option
price of $_____ per share.
The undersigned encloses herewith payment, in cash or in such other
property as is permitted under the Plan of the purchase price for said shares.
If the undersigned is making payment of any part of the purchase price by
delivery of shares of Common Stock of the Company, he or she hereby confirms
that he or she has investigated and considered the possible income tax
consequences to him or her of making such payments in that form. The undersigned
hereby agrees to provide the Company an amount sufficient to satisfy the
obligation of the Company to withhold certain taxes, as provided in Section 15
of the Option Agreement.
The undersigned hereby specifically confirms to American Tower Systems
Corporation that he or she is acquiring said shares for investment and not with
a view to their sale or distribution, and that said shares shall be held subject
to all of the terms and conditions of said Stock Option Agreement.
Very truly yours,
_____________________ __________________________________
Date (Signed by the Employee or other
party duly exercising option)
Exhibit B to Stock Option
[FORM OF TERM NOTE IN PAYMENT OF EXERCISE PRICE OF OPTIONS]
PROMISSORY NOTE
$_____________ Date:__________
FOR VALUE RECEIVED, the undersigned (the "Payor") hereby promises to
pay to the order of American Tower Systems Corporation (the "Payee") at the
principal office of Payee in Boston, Massachusetts ON DEMAND and in any event on
or before ___________19__ the sum of _______________________ ($_______________)
with interest from the date hereof on the principal amount hereof from time to
time unpaid at the rate of ___ percent (___%) per annum. Interest on the
outstanding principal amount hereof shall be due and payable monthly on the last
business day of each month in each year during the term of this Note, and at
maturity commencing with the month end immediately following the date of this
Note. The Payor authorizes the Payee to withhold such interest from his regular
monthly or other salary payment or other compensation and to apply such withheld
amount to interest due hereon and also agrees to execute such instruments and
other documents as the Payee may from time to time request to reflect such right
of withholding. [The Payor shall on ______ of each year, commencing in ____, pay
an amount equal to ____ percent (__%) of the original principal amount of this
Note, together with all accrued and unpaid interest thereon.]
All payments on this Note shall be first applied against accrued but
unpaid interest to the extent thereof, and then to the outstanding principal
amount.
The Payor shall have the right to prepay the principal amount of this
Note in whole or in part at any time without penalty, but together with all but
unpaid accrued interest on the outstanding principal amount. No such prepayment
shall affect the obligation of the Payor to make the payments required by the
last sentence of the first paragraph of this Note.
Payor shall pay principal, interest, and other amounts under, and in
accordance with the terms of, this Note, free and clear of and without deduction
for any and all present and future taxes, levies, imposts, deductions, charges,
withholdings, and all liabilities with respect thereto, excluding taxes measured
by income.
Should the indebtedness evidenced by this Note or any part thereof be
collected by legal action, or in bankruptcy, receivership or other court
proceedings, or should this Note be placed in the hands of attorneys for
collection after default, Payor agrees to pay, upon demand by Holder, in
addition to principal and interest and other sums, if any, due and payable
hereon, court costs and reasonable attorneys' fees and other reasonable
collection charges, to the maximum extent permitted by applicable law.
This Note represents the obligation of the Payor to pay on an
installment basis the balance of the purchase price of shares of Common Stock of
the Payee to be issued to the Payor promptly after the date hereof (the
"Shares"), plus interest on such purchase price, pursuant to a stock option
granted pursuant to the Stock Option Agreement dated _________, 199_ (the
"Agreement").
Upon the occurrence of any of the following events (an "acceleration
event"):
(a) Failure of the Payor to perform or observe any of his
obligations under this Note or the Agreement, or acceleration of the
payor's obligation to make payment of the purchase price of the Shares
pursuant to the provisions of the Agreement; or
(b) Commencement of voluntary or involuntary proceedings in
respect of the Payor under any federal or state bankruptcy, insolvency,
receivership or other similar law; or
(c) Termination of the Payor's employment by the Payee;
then, and in any such event, the holder of this Note at its election may
forthwith declare the entire principal amount of this Note, together with
accrued interest thereon, immediately due and payable, and this Note shall
thereupon forthwith become so due and payable without presentation, protest or
further demand or notice of any kind, all of which are expressly waived.
The Payor hereby waives the presentment, demand, notice of protest and
all other demands and notices in connection with delivery, acceptance,
performance, default or enforcement hereof. No delay or omission on the part of
the holder of this Note in exercising any right hereunder shall operate as a
waiver of such right or of any other right hereunder, no course of dealing
between the Payor and the holder shall operate as a waiver of any of the
holder's rights hereunder unless set forth in a writing signed by the holder,
and a waiver on any one occasion shall not be construed as a bar to or waiver of
any right on any future occasion. The Payor further agrees to pay the costs,
fees and expenses (including reasonable attorneys' fees) of collection and
enforcement of this Note.
Any provision of this Note to the contrary notwithstanding, changes in
or additions to this Note may be made, or compliance with any term, covenant,
agreement, condition or provision set forth herein may be omitted or waived
(either generally or in a particular instance and either retroactively or
prospectively) with, but only with, the consent in writing of Holder and Payor,
and each such change, addition or waiver shall be binding upon each future
holder of the Note and Payor. Any consent may be given subject to satisfaction
of conditions stated therein.
This Note shall be binding upon and shall inure to the benefit of the
Payor and the Payee and their respective successors and assigns, including,
without limitation, successors by operation of law pursuant to any merger,
consolidation or sale of assets involving any of the parties.
This Note shall be deemed to be a contract made under and to be
construed in accordance with and governed by the applicable law of the United
States of America and the laws (other than the law governing conflict of law
matters) of The Commonwealth of Massachusetts.
-2-
If the last or appointed day for taking of any action required or
permitted hereby (other than the payment of principal of or interest or premium,
if any, hereon) shall be a Saturday, Sunday or legal holiday in Boston,
Massachusetts, or a day on which banking institutions in Boston, Massachusetts
are authorized by law or executive order to close, then such action may be taken
on the next succeeding business day for banking institutions in such city.
This Note is executed as, and shall be effective as, a sealed
instrument and shall be binding upon the estate and any successor of the Payor.
Witness:_________________________ ____________________________
Print Name: Print Name:
-3-
Exhibit C to Stock Option
ATTESTATION FORM
Pursuant to the Notice of Exercise submitted herewith, I have elected to
purchase ________ shares of American Tower Systems Corporation (the "Company")
[Class A or Class B] Common Stock at $____ per share, as stated in the Stock
Option agreement dated __________. I hereby attest to ownership of the shares
under the certificate(s) listed below and hereby tender such shares in full or
partial payment of the total Option Price of $___________.
I also certify that I either (i) have held the shares I am tendering for at
least one year after acquiring such shares through the exercise of an ISO, or
(ii) have not obtained such shares through the exercise of an ISO.
Although the Company has not required me to make actual delivery of my
certificates, as a result of which I (and the joint owner, if any, of the shares
listed below) will retain ownership of the shares, I represent that I, with the
consent of the joint owner (if any) of the shares, have full power to deliver
and convey the certificates to the Company and therefore could have caused the
Company to become sole owner of the shares. The joint owner of the shares, by
signing this form, consents to the above representations and the exercise of the
stock option by this notice.
[Class A or Class B] No. of Shares Acquired by Date of
Common Stock Represented Stock Option Acquisition
Certificate(s) Plan Exercise
(Yes/No)
- ------------------------------------ ----------------------- ------------------------- -----------------
- ------------------------------------ ----------------------- ------------------------- -----------------
- ------------------------------------ ----------------------- ------------------------- -----------------
- ------------------------------------ ----------------------- ------------------------- -----------------
You are hereby instructed to apply toward the Option Price: (Check one)
The maximum number of whole shares necessary to pay the Option Price, or, if
fewer, the total number of shares represented by the listed certificate(s), with
any remaining amount to be paid by check accompanying this Attestation Form.
_____________________ of the listed shares, with any remaining amount to be paid
by check accompanying this Attestation Form.
If I have paid only a portion of the total Option Price by tendering Company
[Class A or Class B] Common Stock, enclosed herewith is a check payable to
Company in the amount of $____________ for the balance of the Option Price.
-4-
EXHIBIT 5
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
May 5, 1998
American Radio Systems Corporation
116 Huntington Avenue
Boston, MA 02116
Re: Registration Statement on Form S-8 of an Aggregate of 17,150,000
Shares of Class A Common Stock and Class B Common Stock
Dear Sir or Madam:
In connection with the registration under the Securities Act of 1933,
as amended (the "Securities Act"), by American Tower Systems Corporation, a
Delaware corporation (the "Company"), of an aggregate of 17,150,000 shares (the
"Registered Shares") of its Class A Common Stock, par value $.01 per share (the
"Class A Common Stock") and Class B Common Stock, par value $.01 per share (the
"Class B Common Stock") which underlie options that were, and will be, issued to
purchase shares of Class A Common Stock and Class B Common Stock of the Company
pursuant to the American Tower Systems Corporation 1997 Stock Option Plan, as
Amended and Restated on April 27, 1998 (as amended, the "Plan"), and options
that were issued to purchase shares of Class A Common Stock and Class B Common
Stock of the Company pursuant to the Exchanged Option Agreements with certain
named individuals (the "Exchanged Option Agreements"), the following opinion is
furnished to you to be filed with the Securities and Exchange Commission (the
"Commission") as Exhibit 5 to the Company's registration statement on Form S-8
(the "Registration Statement").
We have acted as counsel to the Company in connection with the
preparation of the Registration Statement, and we have examined originals or
copies, certified or otherwise identified to our satisfaction, of the
Registration Statement, the Restated Certificate of Incorporation of the
Company, as amended (the "Restated Certificates"), the Plan, the Exchanged
Option Agreements, corporate records, certificates and statements of officers
and accountants of the Company and of public officials, and such other documents
as we have considered necessary in order to furnish the opinion hereinafter set
forth. We express no opinion herein as to any laws other than the General
Corporation Law of the State of Delaware. We assume that the number and issuance
of options to be offered from time to time pursuant to the Plan have been
determined and authorized by proper action of the Board of Directors, or a
American Radio Systems Corporation
May 5, 1998
Page 2
committee thereof, of the Company and that the number, issuance and sale of the
Registered Shares to be offered from time to time pursuant to the exercise of
such options have been and will be determined in accordance with the Restated
Certificate and applicable Delaware Law. We further assume that prior to the
issuance of any Registered Shares, there will exist, under the Company's
Restated Certificate, the requisite number of authorized shares of common stock
for such issuance which are unissued and are not otherwise reserved for
issuance.
Based on and subject to the foregoing, we are of the opinion that, when
the Registration Statement has become effective under the Securities Act, upon
due authorization by the Board of Directors, or a committee thereof, of the
Company of an issuance of an option pursuant to the Plan, and upon an issuance
by the Company of Registered Shares pursuant to the exercise of such option and
upon delivery of certificates representing the Registered Shares against payment
therefor in the manner contemplated by the Plan and the Exchanged Option
Agreements, the Registration Statement and any applicable amendment of either
thereof, the Registered Shares represented by such certificates will be duly
authorized, validly issued, fully paid and nonasseassable by the Company.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act or the Rules and Regulations of the Commission promulgated
thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of American Tower Systems Corporation on Form S-8 of our report dated
March 6, 1998 (except for Note 4, as to which the date is March 27, 1998),
appearing in the Annual Report on Form 10-K of American Tower Systems
Corporation for the year ended December 31, 1997.
We consent to the incorporation by reference in this Registration
Statement of American Tower Systems Corporation on Form S-8 of our report on the
financial statements of OPM - USA - INC. dated March 2, 1998, appearing in the
Current Report on Form 8-K of American Tower Systems Corporation filed on March
20, 1998.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Boston, Massachusetts
May 5, 1998
