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Exhibit
10(iii)A(70)
AMENDMENT NO.
1
TO AMENDED AND
RESTATED
CHANGE IN CONTROL
AGREEMENT
THIS AMENDMENT made as of
this 23rd day of July, 2007, by and between Acuity Brands, Inc.
(the “Company”) and John K. Morgan
(“Executive”);
WHEREAS, the Company and
Executive entered into an Amended And Restated Change In Control
Agreement, dated as of April 21, 2006 (“CIC
Agreement”); and
WHEREAS, Executive has
entered into an amended and restated employment letter agreement
with the Company, dated as of July 23, 2007 (“Employment
Agreement”), providing for certain changes in
Executive’s employment arrangements with the Company;
and
WHEREAS, the Employment
Agreement provides that the CIC Agreement shall be amended to
modify the definition of Change in Control and in certain other
respects;
NOW, THEREFORE, the CIC
Agreement is hereby amended, as follows:
1.
Section 2.2(c) is hereby
amended by adding the following proviso to the end of the present
Section:
“provided, that, this
subsection shall not include (and it shall not constitute a Change
in Control hereunder) a merger, consolidation, or other transaction
(“Noncovered Transaction”) which is voluntarily
negotiated between the Company and another entity if such other
entity is one of the companies identified as a “Direct
Competitor” in the Restrictive Covenants Agreement described
in Paragraph 4.11 of the amended and restated employment letter
agreement between the Company and Executive, dated as of
July 23, 2007 (“Employment Agreement”), provided
that the stockholders o
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