Exhibit 99.1
FORM OF
NONQUALIFIED STOCK OPTION
AGREEMENT
FOR EXECUTIVE
OFFICERS
THIS AGREEMENT, made as of
(the “Grant Date”), between Acuity Brands, Inc., a
Delaware corporation (the “Company”), and
(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
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 not intended to
qualify as an Incentive Stock Option within the meaning of
Section 422 of the Code.
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 $
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.
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
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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 date of the
Optionee’s termination of employment) at any time within
three (3) months after the date of such termination of
employment, but in no event after the expiration of the Exercise
Term.
6.2 Termination of Employment Due
to Death, Disability, or Retirement .
If the Optionee’s termination
of employm
