Exhibit 10(iii)A(1)
ACUITY BRANDS,
INC.
NONEMPLOYEE DIRECTOR DEFERRED
STOCK UNIT PLAN
(As Amended and Restated
Effective as of January 1, 2004)
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.
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2.
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Definitions . When used in this Plan, unless the context
otherwise requires:
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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.
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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