Exhibit 10(h)
ACUITY BRANDS,
INC.
LONG-TERM INCENTIVE
PLAN
RESTRICTED STOCK AWARD
AGREEMENT
THIS AGREEMENT, made and entered
into as of <<Grant_Date>> by and between Acuity Brands,
Inc., a Delaware Corporation, (the “Company”) and
<<First_Name>>
<<Middle_Name>><<Last_Name>>
(“Grantee” or “Employee”).
RECITALS
A. The Company maintains the Acuity
Brands, Inc. Long-Term Incentive Plan (the “Plan”), and
Grantee has been selected by the Committee to receive a Restricted
Stock Award under the Plan;
B. As a condition to this Restricted
Stock Award, Grantee agrees to be bound by the confidentiality,
inventions, non-solicitation and non-competition provisions set
forth in Exhibit A, attached hereto and incorporated herein, in
consideration for receipt of the Restricted Stock award pursuant
hereto, continued employment, and other good and valuable
consideration.
AGREEMENT
NOW, THEREFORE, IT IS AGREED, by and
between the Company and Grantee, as follows:
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1.
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Award of
Restricted Stock
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1.1 The Company hereby grants to
Grantee an award of <<Shares_Granted>> Shares of
restricted stock (“Restricted Stock”), subject to, and
in accordance with, the restrictions, terms, and conditions set
forth in this Agreement. The grant date of this award of Restricted
Stock is <<Grant Date>> (the
“Grant_Date”).
1.2 This Agreement (including any
appendices or exhibits) shall be construed in accordance with, and
subject to, the provisions of the Plan (the provisions of which are
incorporated herein by reference) and, except as otherwise
expressly set forth herein, the capitalized terms used in this
Agreement shall have the same definitions as set forth in the
Plan.
1.3 This award of Restricted Stock
is conditioned upon Grantee’s acceptance of the terms of this
Agreement and Exhibit A, as evidenced by Grantee’s execution
of this Agreement or by Grantee’s electronic acceptance of
the Agreement in a manner and during the time period allowed by the
Company. If the terms of this Agreement are not timely accepted by
execution or by such electronic means, the award of Restricted
Stock may be cancelled by the Committee.
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2.1 Subject to Sections 2.3, 2.5,
and 2.6 below, if the Grantee remains employed by the Company, the
Restricted Stock shall vest as follows:
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Number of Shares
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Vesting Date
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<<Shrs_Vest_1>>
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<<Date_Vest_1>>
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<<Shrs_Vest_2>>
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<<Date_Vest_2>>
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<<Shrs_Vest_3>>
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<<Date_Vest_3>>
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<<Shrs_Vest_4>>
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<<Date_Vest_4>>
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For purposes of this Agreement,
employment with a Subsidiary of the Company or service as a member
of the Board of Directors of the Company shall be considered
employment with the Company.
2.2 Except as otherwise provided in
this Agreement, including Exhibit A attached hereto, on each
Vesting Date, Grantee shall own the Vested Shares of Restricted
Stock free and clear of all restrictions imposed by this Agreement
(except those imposed by Section 3.4 below). The Company shall
transfer the Vested Shares of Restricted Stock to an unrestricted
account in the name of the Grantee as soon as practical after each
Vesting Date.
2.3 In the event, prior to the
Vesting Date, (i) Grantee dies while actively employed by the
Company, or (ii) Grantee has his or her employment terminated
by reason of Disability, any Restricted Stock shall become fully
vested and nonforfeitable as of the date of Grantee’s death
or Disability. The Company shall transfer the Shares of Restricted
Stock, free and clear of any restrictions imposed by this Agreement
(except for Section 3.4) to Grantee (or, in the event of
death, his or her surviving spouse or, if none, to his or her
estate) as soon as practical after his or her date of death or
termination for Disability.
2.4 In exchange for receipt of
consideration in the form of the Restricted Stock award pursuant to
this Agreement, continued employment, and other good and valuable
consideration, Grantee agrees that Grantee shall comply with the
confidentiality, inventions, non-solicitation and non-competition
provisions attached hereto as Exhibit A .
2.5 Except for death or Disability
as provided in Section 2.3, or except as otherwise provided in
a severance agreement with Grantee, if Grantee terminates his or
her employment or if the Company terminates Grantee prior to the
Vesting Date, the Restricted Stock shall cease to vest further, the
unvested Shares of Restricted Stock shall be immediately forfeited,
and Grantee shall only be entitled to the Restricted Stock that has
vested as of his or her date of termination.
2.6 Notwithstanding the other
provisions of this Agreement, in the event of a Change in Control
prior to the Vesting Date, all Shares of Restricted Stock shall
become fully vested and nonforfeitable as of the date of the Change
in Control. The Company shall transfer the Shares of Restricted
Stock that become vested pursuant to this Section 2.6 to an
unrestricted account in the name of Grantee as soon as practical
after the date of the Change in Control.
2.7 The Restricted Stock may not be
sold, assigned, transferred, pledged, or otherwise encumbered prior
to the date Grantee becomes vested in the Restricted
Stock.
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3.
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Stock;
Dividends; Voting
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3.1 The Restricted Stock shall be
registered in the name of Grantee as of the respective Grant Date
for such Shares of Restricted Stock. The Company may issue stock
certificates or evidence Grantee’s interest by using a
restricted book entry account with the Company’s transfer
agent. Physical possession or custody of any stock certificates
that are issued shall be retained by the Company until such time as
the Shares are vested in accordance with Section 2. The
Company reserves the right to place a legend on such stock
certificate(s) restricting the transferability of such certificates
and referring to the terms and conditions (including forfeiture) of
this Agreement and the Plan.
3.2 During the period the Restricted
Stock is not vested, the Grantee shall be entitled to receive
dividends or similar distributions declared on such Restricted
Stock and Grantee shall be entitled to vote such Restricted
Stock.
3.3 In the event of a Change in
Capitalization, the number and class of Shares or other securities
that Grantee shall be entitled to, and shall hold, pursuant to this
Agreement shall be appropriately adjusted or changed to reflect the
Change in Capitalization, provided that any such additional Shares
or additional or different shares or securities shall remain
subject to the restrictions in this Agreement.
3.4 Grantee represents and warrants
that he or she is acquiring the Restricted Stock for investment
purposes only, and not with a view to distribution thereof. Grantee
is aware that the Restricted Stock may not be registered under the
federal or any state securities laws and that in that event, in
addition to the other restrictions on the Shares, they will not be
able to be transferred unless an exemption from registration is
available or the Shares are registered. By making this award of
Restricted Stock, the Company is not undertaking any obligation to
register the Restricted Stock under any federal or state securities
laws.
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4.
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No Right to
Continued Employment or Additional Grants
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Nothing in this Agreement or the
Plan shall be interpreted or construed to confer upon Grantee any
right with respect to continuance of employment by the Company or a
subsidiary, nor shall this Agreement or the Plan interfere in any
way with the right of the Company or a Subsidiary to terminate
Grantee’s employment at any time. The Plan may be terminated
at any time, and even if the Plan is not terminated, Grantee shall
not be entitled to any additional awards under the Plan.
Grantee shall be responsible for all
federal, state, and local income taxes payable with respect to this
award of Restricted Stock and dividends paid on unvested Restricted
Stock. Grantee shall have the right to make such elections under
the Internal Revenue Code of 1986, as amended, as are available in
connection with this award of Restricted Stock. The Company and
Grantee agree to report the value of the Restricted Stock in a
consistent manner for federal income tax purposes. The Company
shall have the right to retain and withhold from any payment of
Restricted Stock or cash the amount of taxes required by any
government to be withheld or otherwise deducted and paid with
respect to such payment. At its discretion, the
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Company may require Grantee to reimburse the
Company for any such taxes required to be withheld and may withhold
any distribution in whole or in part until the Company is so
reimbursed. In lieu thereof, the Company shall have the right to
withhold from any other cash amounts due to Grantee an amount equal
to such taxes required to be withheld or withhold and cancel (in
whole or in part) a number of shares of Restricted Stock having a
market value not less than the amount of such taxes.
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6.
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Grantee
Bound by the Plan
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Grantee hereby acknowledges receipt
of a copy of the Plan and the prospectus for the Plan, and agrees
to be bound by all the terms and provisions thereof.
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7.
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Modification
of Agreement
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This Agreement may be modified,
amended, suspended, or terminated, and any terms or conditions may
be waived, but only by mutual agreement of the parties in
writing.
Should any provision of this
Agreement be held by a court of competent jurisdiction to be
unenforceable or invalid for any reason, the remaining provisions
of this Agreement shall not be affected by such holding and shall
continue in full force in accordance with their terms.
The validity, interpretation,
construction, and performance of this Agreement and Exhibit A shall
be governed by the laws of the state of Delaware without giving
effect to the conflicts of laws principles thereof.
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10.
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Successors
in Interest
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This Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and
assigns, whether by merger, consolidation, reorganization, sale of
assets, or otherwise. This Agreement shall inure to the benefit of
Grantee’s legal representatives. All obligations imposed upon
Grantee and all rights granted to the Company under this Agreement
shall be final, binding, and conclusive upon Grantee’s heirs,
executors, administrators, and successors.
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11.
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Resolution
of Disputes
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Any dispute or disagreement which
may arise under, or as a result of, or in any way relate to the
interpretation, construction, or application of this Agreement
shall be determined by the Committee. Any determination made
hereunder shall be final, binding, and conclusive on Grantee and
the Company for all purposes.
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Wherever appropriate in this
Agreement, personal pronouns shall be deemed to include the other
genders and the singular to include the plural. Wherever used in
this Agreement, the term “including” means
“including, without limitation.”
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above
written.
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ATTEST:
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ACUITY BRANDS,
INC.
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By:
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C. Dan
Smith
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Vernon J.
Nagel,
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Vice President,
Treasurer, and Secretary
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Chairman,
President, and Chief Executive Officer
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GRANTEE:
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