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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 deleting the
exist
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