Exhibit
10(iii)A(91)
AMENDMENT NO.
1
TO AMENDED AND
RESTATED
CHANGE IN
CONTROL AGREEMENT
THIS AMENDMENT
made as of this 24th day of October, 2008, by and between ACUITY
BRANDS, INC. (the “Company”) and JOHN T. HARTMAN
(“Executive”);
WHEREAS, the
Company and Executive entered into an Amended and Restated Change
In Control Agreement, dated as of April 21, 2006 (the
“CIC Agreement”); and
WHEREAS, the
Company has approved certain changes in the CIC
Agreement;
NOW, THEREFORE,
the CIC Agreement is hereby amended as follows:
1.
Section 3.1(a) is hereby
amended by adding the following sentence to the end of the present
section:
“In the
event Executive becomes entitled to the Pro Rata Bonus under this
Section 3.1(a) or under Section 3.1(b)(1) and also to a
bonus under the Company’s incentive plan in connection with a
Change in Control, Executive shall be entitled to receive whichever
bonus amount is greater and Executive shall not receive a duplicate
bonus pursuant to such Sections.”
2.
Section 3.1(b)(ii) is
hereby amended by deleting the present section in its entirety and
substituting the following in lieu thereof:
“(ii)
the Company shall pay the Executive as severance pay and in lieu of
any further compensation for periods subsequent to the Termination
Date, in a single payment an amount (the “Severance
Amount”) in cash equal to two (2) times the sum of
(A) the greater of the Executive’s base salary in effect
on the Termination Date or at any time during the 90-day period
prior to the Change in Control (“Base Salary”) and
(B) the Bonus Amount. Notwithstanding the foregoing, if the
Executive has attained at least age 63 on the Termination Date, the
Severance Amount to be paid under this Subsection (ii) shall
be the amount described in the preceding sentence multiplied by a
fraction (which in no event shall be less than one-half) the
numerator of which shall be the number of months (for this purpose
any partial month shal
