Exhibit 10(iii)A(3)
INCENTIVE STOCK OPTION
AGREEMENT
FOR EXECUTIVE
OFFICERS
THIS AGREEMENT, made as of
«Grant_Date» (the “Grant Date”), between
Acuity Brands, Inc., a Delaware corporation (the
“Company”), and «First_Name»
«Middle» «Last_Name» (the
“Optionee”).
WHEREAS, the Company has adopted the
Acuity Brands, Inc. Long-Term Incentive Plan (the
“Plan”) in order to provide additional incentive to
certain officers and key employees of the Company and its
Subsidiaries; and
WHEREAS, the Optionee performs
services for the Company and/or one of its Subsidiaries;
and
WHEREAS, the Committee responsible
for administration of the Plan has determined to grant the Option
to the Optionee as provided herein.
NOW, THEREFORE, the parties hereto
agree as follows:
1. Grant of Option
.
1.1 The Company hereby grants to the
Optionee the right and option (the “Option”) to
purchase all or any part of an aggregate of
«Shrs_Granted_» whole Shares subject to, and in
accordance with, the terms and conditions set forth in this
Agreement and the Plan.
1.2 The Option is intended to
qualify as an Incentive Stock Option within the meaning of Section
422 of the Code and shall be so construed; provided, however, that
nothing in this Agreement shall be interpreted as a representation,
guarantee, or other undertaking on the part of the Company that the
Option is or will be determined to be an Incentive Stock Option
within the meaning of Section 422 of the Code. To the extent this
Option is not treated as an Incentive Stock Option, it will be
treated as a Nonqualified Stock Option.
1.3 This Agreement shall be
construed in accordance and consistent 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.
1.4 The Option is conditioned upon
Optionee’s execution of this Agreement. If the Agreement is
not executed by the Optionee, the Option may be canceled by the
Committee.
2. Purchase Price
.
The price at which the Optionee
shall be entitled to purchase Shares upon the exercise of the
Option shall be «Grant_Price_» per Share.
3. Duration of Option
.
The Option shall be exercisable to
the extent and in the manner provided herein for a period of ten
(10) years from the Grant Date (the “Exercise Term”);
provided, however, that the Option may be earlier terminated as
provided in Sections 1.4 and 6 hereof.
4. Vesting and Exercisability of
Option .
The Option shall vest, and may be
exercised, with respect to the Shares as set forth in the Optionee
Statement attached hereto and made a part hereof, subject to
earlier termination of the Option as provided in Sections 1.4 and 6
hereof or in the Plan. The right to purchase the Shares as they
become vested shall be cumulative and shall continue during the
Exercise Term unless sooner terminated as provided
herein.
5. Manner of Exercise and
Payment .
5.1 Subject to the terms and
conditions of this Agreement and the Plan, the Option may be
exercised by either (i) delivery of written notice to the Company,
at its principal executive office or (ii) online notice given to an
online broker with which the Company has made arrangement for the
exercise of employee stock options, which notice satisfies the form
and conditions set forth in such arrangement, which shall be
provided to the Grantee from time to time. Such notice shall state
that the Optionee is electing to exercise the Option and the number
of Shares in respect of which the Option is being exercised and, if
delivered in writing to the Company, shall be signed by the person
or persons exercising the Option. If requested by the Committee,
such person or persons shall (i) deliver this Agreement to the
Secretary of the Company who shall endorse thereon a notation of
such exercise and (ii) provide satisfactory proof as to the right
of such person or persons to exercise the Option.
5.2 The notice of exercise described
in Section 5.1 shall be accompanied by the full purchase price for
any Shares purchased pursuant to the exercise of an Option and
shall be paid in full upon such exercise, (i) in cash, by check, by
transferring Shares to the Company or by attesting to the ownership
of Shares, upon such terms and conditions as may be acceptable to
the Committee or (ii) by such arrangement as is made by the Company
with the designated online broker. Any Shares the Optionee
transfers to the Company or attests to owning as payment of the
purchase price under an Option shall be valued at their Fair Market
Value on the day preceding the date of exercise of such
Option.
– 2 –
5.3 Upon receipt of notice of
exercise and full payment for the Shares in respect of which the
Option is being exercised, the Company shall, subject to Section 16
of the Plan, take such action as may be necessary to effect the
transfer to the Optionee of the number of Shares as to which such
exercise was effective.
5.4 The Optionee shall not be deemed
to be the holder of, or to have any of the rights of a holder with
respect to any Shares subject to the Option until (i) the Option
shall have been exercised pursuant to the terms of this Agreement
and the Optionee shall have paid the full purchase price for the
number of Shares in respect of which the Option was exercised, (ii)
the Company shall have issued and delivered the Shares to the
Optionee, and (iii) the Optionee’s name shall have been
entered as a stockholder of record on the books of the Company,
whereupon the Optionee shall have full voting and other ownership
rights with respect to such Shares.
6. Termination of Employment
.
6.1 In General .
If the employment of the Optionee
with the Company and its Subsidiaries shall terminate for any
reason, other than for the reasons set forth in Sections 6.2 and
7.2 below, the Option shall continue to be exercisable (to the
extent the Option was vested and exercisable on the
