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EXHIBIT 10.1
[Acuity Brands, Inc. Letterhead]
April 26, 2005
Edward H. Bastian
[Address]
Dear Ed:
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"). I believe this is an
exciting opportunity for you, and I am
confident that you will have a significant
impact on the future success of the
Corporation. This letter confirms the
details of our offer.
EFFECTIVE DATE
You will assume the duties of your new
position effective as of June 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 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 $31,250
per month, paid on a monthly basis in
arrears and based on an annual salary of
$375,000. Your salary will be reviewed
annually beginning October 2005.
SIGN-ON BONUS
You will receive a sign-on bonus of
$250,000, which will be paid in lieu of
relocation expenses. 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 45%.
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 2005 bonus will be calculated pro rata
based on the number of weeks of your
employment with Acuity Brands during the
fiscal year ending August 31, 2005.
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ED BASTIAN
PAGE 2
LONG-TERM INCENTIVE PLAN
You will participate in the Acuity Brands,
Inc. Long-Term Incentive Plan (the
"Plan"). Under the terms 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 90% will
be used as the starting point for any
annual award that may be granted beginning
in fiscal year 2006, adjusted for the
performance of Acuity Brands for the
fiscal year ended August 31, 2005 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
