Exhibit 10.1
November 16, 2005
Richard K. Reece
21 Ballas Court
St. Louis, MO 63131-3000
Dear Ricky:
I am pleased to confirm our offer to you of the
position of Senior Vice President and Chief Financial Officer for
Acuity Brands, Inc. (“Acuity” or “Acuity
Brands”). This letter confirms the details of our offer,
which are subject to formal approval by the Board of Directors of
Acuity Brands.
EFFECTIVE DATE
You will assume the duties of your
new position effective as of December 1, 2005 (the
“Effective Date”).
DUTIES
You will be employed on a full-time basis as the
Senior Vice President and Chief Financial Officer for Acuity Brands
and will report to the Chairman, President, and Chief Executive
Officer. In that capacity, you will perform the duties and
responsibilities normally associated with that position, including
those described on Exhibit “A” attached
hereto.
COMPENSATION
Base Salary
Your starting base salary will be $33,333 per
month, paid on a monthly basis in arrears and based on an annual
salary of $400,000. Your salary will be reviewed annually beginning
October 2007.
Sign-On Bonus
You will receive a sign-on bonus of $325,000,
which will include amounts paid in lieu of relocation expenses
(other than temporary housing and travel, addressed below). Should
you voluntarily terminate your employment with Acuity Brands, Inc.
within three years of the Effective Date, you will be required to
repay the sign-on bonus on a pro rata, after tax basis, assuming a
tax rate of 41%.
Annual Incentive Plan
You will participate in the Acuity Brands, Inc.
Management Compensation and Incentive Plan, currently providing an
annual bonus opportunity of 55% of salary at target performance,
with a maximum opportunity of 110% of salary. Your fiscal year 2006
bonus will be calculated based on the full fiscal year ending
August 31, 2006.
Long-Term Incentive Plan
You will participate in the Acuity Brands, Inc.
Long-Term Incentive Plan (the “Plan”). Under the term
of the Plan you will have the opportunity for awards calculated as
a percentage of your base salary and determined by your position in
Tier 1 of the award structure, by the performance of Acuity Brands,
and by your contribution to that performance. Your base salary
multiplied by 120% will be used as the starting point for any
annual award that may be granted beginning in fiscal year 2007,
adjusted for the performance of Acuity Brands for the fiscal year
ended August 31, 2006 and your individual performance for the
portion of the year you are employed.
You will receive a one-time initial award under
the Plan of 25,000 time-vesting restricted shares, which will vest
in four equal annual installments beginning one year from the
Effective Date, and a stock option for 50,000 shares, which will
vest in three equal installments beginning one year from the
Effective Date and will have an exercise price equal to the fair
market value (closing price) of Acuity Br
