Exhibit 10(i)
NONQUALIFIED STOCK OPTION
AGREEMENT
FOR KEY EMPLOYEES
THIS AGREEMENT, made as of
<<Grant_Date>> (the “Grant Date”), between
Acuity Brands, Inc., a Delaware corporation (the
“Company”), and <<First_Name>>
<<Middle_Name>> <<Last_Name>> (the
“Optionee”).
WHEREAS, the Company has adopted the
amended and restated Acuity Brands, Inc. Long-Term Incentive Plan,
effective as of October 25, 2007 (the “Plan”), in
order to provide additional incentives 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 Company and Optionee
have determined that Optionee shall enter into certain
confidentiality, inventions, non-solicitation and non-competition
provisions, which are attached to the Optionee’s
<<Date>> Restricted Stock Award Agreement as Exhibit A
and incorporated herein by reference, in consideration for receipt
of the Nonqualified Stock Option award pursuant hereto, continued
employment, and other good and valuable consideration,
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
<<Options_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 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 and the terms of the
confidentiality, inventions, non-solicitation and non-competition
provisions attached to the Optionee’s Restricted Stock Award
Agreement as Exhibit A and incorporated herein by reference. If the
Agreement and the <<Date>> Retricted Stock Award
(including Exhibit A) are not accepted by the Optionee in the
manner and within the time period specified by the Company, 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 <<Option_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 or electronic
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, by attesting to the
ownership of Shares, upon such terms and conditions as may be
acceptable to the Committee, or by net settlement of the Option in
the manner determined by 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.
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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 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 employment is due to death, Disability, or Retirement
(termination on or after age 65), or if Optionee terminates
employment after age 55, the following shall apply:
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(a)
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Termination
Due To Death . In the
event the Optionee dies while actively employed, the Option
shall
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