EXHIBIT 10(iii)A(62)
AMENDMENT NO. 1
TO
ACUITY BRANDS, INC.
LONG-TERM INCENTIVE PLAN
THIS AMENDMENT is made this 29th day
of September, 2006, by ACUITY BRANDS, INC. (the
“Company”);
W I T N E S
S E T H :
WHEREAS, the Company maintains the
Acuity Brands, Inc. Long-Term Incentive Plan, as amended and
restated effective as of December 18, 2003 (the
“Plan”); and
WHEREAS, the Company desires to
amend the Plan’s adjustment provisions;
NOW, THEREFORE, in consideration of
the premises and other good and valuable consideration, the Plan is
hereby amended as follows:
1.
Section 2(f) of the Plan is
hereby amended by deleting the existing section in its entirety and
replacing it with the following:
“(f) “Change in
Capitalization” means any increase or reduction in the number
of Shares, or any change (including, but not limited to, a change
in value) or exchange of Shares for a different number or kind of
shares or other securities of the Company, by reason of a
reclassification, recapitalization, merger, consolidation,
reorganization, spin-off, split-up, issuance of warrants or rights
or debentures, stock dividend, stock split or reverse stock split,
extraordinary cash dividend, property dividend, combination or
exchange of shares, repurchase of shares, public offering, private
placement, change in corporate structure or
otherwise.”
2.
Section 10 of the Plan is
hereby amended by deleti
