Exhibit
10(iii)A(86)
AMENDMENT NO.
2
TO
ACUITY BRANDS, INC.
NONEMPLOYEE DIRECTOR DEFERRED
COMPENSATION PLAN
(As Amended And Restated
Effective As Of June 29, 2006)
THIS AMENDMENT
made as of this 24th day of October, 2008, by ACUITY BRANDS, INC.
(the “Company”);
W
I T
N E S S E T H
:
WHEREAS, the
Company established the Acuity Brands, Inc. Nonemployee Director
Deferred Compensation Plan, which Plan was amended and restated
generally effective as of June 29, 2006 (the
“Plan”), subject to the transition rules of
Section 409A;
WHEREAS, the
Company now desires to amend the Plan in the manner hereinafter
provided;
NOW, THEREFORE,
the Plan is hereby amended, as follows:
1.
Section 8 is
hereby amended by deleting the present section in its entirety and
substituting the following in lieu thereof:
“8.
Amendment; Termination . The Company (or its designee) shall
have the right in its sole discretion to amend this Plan in any
manner at any time; provided, however, that no such amendment shall
reduce the Eligible Director’s vested interest in his Account
at that time. Any amendment shall be in writing and executed by a
duly authorized officer of the Company. All Eligible Directors
shall be boun
