Exhibit 10(iii)A(49)
AMENDMENT
TO
SEVERANCE PROTECTION AGREEMENT
THIS AMENDMENT made and entered into
as of the 1st day of August, 2005, by and between Acuity Brands,
Inc. (the “Company”) and John K. Morgan
(“Executive”);
W I T N E S
S E T H :
WHEREAS, the Company and Executive
entered into a Severance Protection Agreement dated as of
November 30, 2001 (the “Agreement”), providing for
the payment of certain compensation and benefits to Executive in
the event Executive’s employment is terminated under certain
circumstances in connection with a Change in Control of the
Company; and
WHEREAS, the parties now desire to
amend the Agreement as hereinafter provided;
NOW, THEREFORE, in consideration of
the respective agreements of the parties contained herein, the
Agreement is hereby amended as follows:
1.
Section 3.1 is hereby amended
by deleting the lead-in paragraph to such section and substituting
the following in lieu thereof.
“3.1 If, during the term of
this Agreement, the Executive’s employment with the Company
shall be terminated within 24 months following a Change in Control
or the circumstances in subsection (d) occur, the Executive
shall be entitled to the following compensation and benefits
depending upon the circumstances of such termination or occurrence
(in addition to any compensation and benefits provided for under
any of the Company’s employee benefit plans, policies and
practices):”
2.
Section 3.1 is hereby amended
by adding a new subsection (d) as provided below and
designating the current subsection “(d)” as subsection
“(e)”:
“(d)(i) If, during the
12-month period following a Change in Control, there is a change in
the status, title, position or responsibilities of the Chief
Executive Officer of the Company (“CEO”) or other
officer to whom Executive reported immediately prior to the Change
in Control which, in the Executive’s reasonable judgment,
represe
