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ACUITY BRANDS, INC. NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN

Deferred Unit Award Agreement

ACUITY BRANDS, INC.    NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN | Document Parties: ACUITY BRANDS INC | National Service Industries, Inc You are currently viewing:
This Deferred Unit Award Agreement involves

ACUITY BRANDS INC | National Service Industries, Inc

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Title: ACUITY BRANDS, INC. NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN
Governing Law: Delaware     Date: 1/6/2005
Industry: Electronic Instr. and Controls     Sector: Technology

ACUITY BRANDS, INC.    NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN, Parties: acuity brands inc , national service industries  inc
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Exhibit 10(iii)A(1)

 

ACUITY BRANDS, INC.

 

NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN

(As Amended and Restated Effective as of January 1, 2004)

 

1.

Purpose .

 

The amended and restated Acuity Brands, Inc. Nonemployee Director Deferred Stock Unit Plan (“Plan”) is intended to increase the alignment of the interests of eligible members of the Board with the interests of stockholders of Acuity Brands, Inc. (the “Corporation”) by increasing their incentive to contribute to the success of the Corporation’s business through the grant of Deferred Stock Units, as hereinafter defined, on the terms and conditions set forth herein. The Plan is effective as of December 1, 2001, and is established in connection with the spin-off of the Corporation by National Service Industries, Inc., as a successor plan to the National Service Industries, Inc. Nonemployee Director Deferred Stock Unit Plan.

 

2.

Definitions . When used in this Plan, unless the context otherwise requires:

 

2.1 “Annual Fee” shall mean the annual fee payable, in cash or under this Plan, to an Eligible Director for service on the Board.

 

2.2 “Board” shall mean the Board of Directors of the Corporation.

 

2.3 “Board Meeting Fee” shall mean the fee payable in cash or under this Plan to an Eligible Director for attendance at any meeting of the Board.

 

2.4 “Chairman Fee” shall mean the fee, if any, payable in cash or under this Plan to an Eligible Director for service as the Chairman of a committee of the Board.

 

2.5 “Change of Control” shall mean:

 

(a) The acquisition (other than from the Corporation) by any “Person” (as the term person is used for purposes of Sections 13(d) or 14(d) of the Exchange Act) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding voting securities; or

 

(b) The individuals who, as of the Effective Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute at least two-thirds of the Board; provided , however , that, if the election, or nomination for election by the Corporation’s stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; or

 

(c) A merger or consolidation involving the Corporation if the stockholders of the Corporation, immediately before such merger or consolidation do not, as a result of such merger or consolidation, own, directly or indirectly, more than seventy percent (70%) of the


combined voting power of the then outstanding voting securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Corporation outstanding immediately before such merger or consolidation; or

 

(d) A complete liquidation or dissolution of the Corporation or an agreement for the sale or other disposition of all or substantially all of the assets of the Corporation.

 

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur pursuant to paragraph (i) solely because twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities is acquired by (i) a trustee or other fiduciary holding securities under one or more employee benefit plans maintained by the Corporation or any of its subsidiaries, or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the Corporation in the same proportion as their ownership of stock in the Corporation immediately prior to such acquisition.

 

2.6 “Committee” shall mean the Compensation Committee of the Board or such other committee as may be designated by the Board. In the absence of the appointment of a Committee, the Board shall serve as the Committee.

 

2.7 “Committee Meeting Fee” shall mean the fee payable in cash or under this Plan to an Eligible Director for attendance at any meeting of a committee of the Board

 

2.8 “Corporation” shall mean Acuity Brands, Inc., a Delaware corporation.

 

2.9 “Date of Grant” shall mean the date on which Deferred Stock Units are granted pursuant to Article V.

 

2.10 “Deferred Stock Units” shall mean the units issued pursuant to Article V hereof.

 

2.11 “Effective Date” shall mean December 1, 2001, the date when this Plan shall go into effect.

 

2.12 “Eligible Director” shall mean each member of the Board who is not at the time of reference an employee of the Corporation or any Subsidiary.

 

2.13 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

2.14 “Fair Market Value” shall mean the average of the high and low sales prices of a share of Stock as reported on the New York Stock Exchange Composite Tape on the five (5) trading dates immediately preceding the date for which such value is being determined.

 

2.15 “NSI” shall mean National Service Industries, Inc., a Delaware corporation.

 

2


2.16 “Optional Amount” shall mean the amount elected by an Eligible Director for any year during the term hereof pursuant to Section 5.2 hereof.

 

2.17 “Plan” shall mean the Acuity Brands, Inc. Nonemployee Director Deferred Stock Unit Plan, as such Plan may be amended from time to time.

 

2.18 “Prior Plan” shall mean the National Service Industries, Inc. Nonemployee Director Deferred Stock Unit Plan.

 

2.19 “Required Amount” shall mean that portion of the Annual Fee not permitted to be paid in cash.

 

2.20 “Stock” shall mean the Common Stock of the Corpora


 
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