exhibit10-1.htm


    Exhibit
      10.1

    


    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Larry K. Powers
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
applicable
      Qualified Plan or Nonqualified Plan.  The treatment described above
      shall be referred to as the ‘Accrued Benefit Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Larry K. Powers

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                5, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    


     


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and William G. Ferko
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                Raymond L. Zaccagnini

            	
              Signature

            	
              /s/
                William G. Ferko

            
	
              Name

            	
              Raymond
                L. Zaccagnini

            	
              Date

            	
              October
                5, 2007

            
	
              Title

            	
              Vice
                President Administration

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    



    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Zia Eftekhar
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Zia Eftekhar

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                5, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    



    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Ronald G. Schneider
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Ronald G. Schneider

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                5, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    



    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Raymond L. Zaccagnini
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Raymond L. Zaccagnini

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                4, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    



    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Daniel R. Fuller
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Daniel R. Fuller

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                4, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    



    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Charles M. Havers
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Charles M. Havers

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                10, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    

    



    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    AMENDMENT
      TO EMPLOYMENT PROTECTION AGREEMENT

    


    WHEREAS,
The
      Genlyte
      Group Incorporated (“Genlyte”) and Steven R. Carson
      (“Executive”) previously entered into an Employment Protection
      Agreement (“Agreement”);

    


    WHEREAS,
      it is
      considered desirable to amend the Agreement as necessary to comply with Section
      409A of the Internal Revenue Code of 1986, as amended (the “Code”);

    


    NOW,
      THEREFORE, it is
      hereby agreed between the Corporation and the Executive that the Agreement
      is
      hereby amended effective November 5, 2007 as follows:

    


    1.           By
      replacing Section 2(iv) with the following:

    “(iv)
      within any 24-month period beginning on or after March 31, 2007, the persons
      who
      were directors of the Corporation immediately before the beginning of such
      period (the ‘Incumbent Directors’) shall cease (for any reason other than death)
      to constitute at least a majority of the Board or the Board of Directors of
      any
      successor to the Corporation, provided that any director who was not a director
      as of April 1, 2007 shall be deemed to be an Incumbent Director if such director
      was elected to the Board by, or on the recommendation of or with the approval
      of, at least four-fifths of the directors who then qualified as Incumbent
      Directors either actually or by prior operation of this Section
      2(iii).  Notwithstanding the foregoing, if the Executive participates
      (other than in his capacity as the Executive or as a director of the Corporation
      or a Subsidiary, where applicable) in the actions or events which give rise
      to a
      Change of Control, no Change of Control shall be deemed to have occurred for
      purposes of this agreement, provided that nothing in this sentence shall be
      construed to prohibit the Executive from participating in any compensation
      program which is reasonable in light of competitive practices.”

    


    2.           By
      replacing the phrase “as base salary” in Section 5(a) with the phrase “an annual
      base salary.”

    


    3.           By
      replacing the last sentence in Section 5(b) with the following:

    
      	
               

            	
              “Each
                amount payable pursuant to this Section 5(b) shall be paid in February
                of
                the year next following the year for which such amount is
                earned.”

            


    

    


    4.           By
      removing the phrase “any compensation previously deferred by the Executive
      (together with any accrued earnings thereon) and not yet paid by the Corporation
      and” from Section 7(a) of the Agreement, and by replacing the second sentence in
      Section 7(a) of the Agreement with the following:

    “All
      Accrued Obligations shall be paid to the Executive in a lump sum in cash within
      30 days of the Date of Termination; provided, however, that  in the
      case of any employee benefit plan qualified (a ‘Qualified Plan’) under Section
      401(a) of the Internal Revenue Code of 1986, as amended (the ‘Code’) or any
      nonqualified employee benefit plan subject to Section 409A of the Code (a
‘Nonqualified Plan’), benefits shall be paid pursuant to the terms of the
      applicable Qualified Plan or Nonqualified Plan.  The treatment
      described above shall be referred to as the ‘Accrued Benefit
      Treatment.’”

     

    5.           By
      replacing the first sentence in Section 7(b) of the Agreement with the
      following:

    “If
      the
      Executive’s employment is terminated by reason of the Executive’s Disability,
      the Executive shall be paid in accordance with the Accrued Benefit
      Treatment.”

     

    6.           By
      replacing Section 7(c) of the Agreement with the following:

    “(c)           Cause
      and Voluntary Termination.  If, during the Employment Period, the
      Executive’s employment shall be terminated for Cause or voluntarily terminated
      by Executive (other than on account of Good Reason), the Executive shall be
      paid
      in accordance with the Accrued Benefit Treatment and the Corporation shall
      have
      no further obligations to the Executive under this Agreement.”

     

    7.           By
      adding the following at the end of Section 7(d)(i) of the
      Agreement:

    “Notwithstanding
      the foregoing, if the Executive is a Specified Employee, payment of such amounts
      under Sections 7(d)(i)(B), (C) and (D) shall be calculated in accordance with
      the foregoing, but shall not be paid until the first day of the seventh month
      following the Executive’s Date of Termination.  Specified Employees
      shall be entitled to interest accrued on such amounts, calculated in accordance
      with the interest rate set forth in Section 7(d)(ii).  For purposes of
      this Agreement, “Specified Employee” means an employee described in Code Section
      409A.  When identifying Specified Employees, compensation shall be
      determined using the rules set forth in Treasury regulations section
      1.415(c)-2(a).”

     

    8.           By
      replacing Section 7(d)(iv) with the following:

     

    
      	
               

            	
              “Upon
                the earlier to occur of (A) the merger of the Corporation with or
                into
                another corporation following a Change of Control, or (B) the date
                which
                is the first day of the seventh month following the Date of Termination,
                the Executive shall be paid an amount equal to the highest price
                offered
                for a share of common stock of the Corporation in conjunction with
                any
                tender offer (or, if the Change of Control occurs other than pursuant
                to a
                tender offer, the highest price offered for a share of common stock
                during
                the 60-day period immediately preceding the Effective Date) less
                the
                exercise price of any stock options held by the Executive at the
                Effective
                Date times the number of shares of common stock of the Corporation
                subject
                to these same options.  Notwithstanding the foregoing, if the
                Executive otherwise receives the value of any such stock option under
                the
                general provisions of any such award or any generally applicable
                provisions of any plan under which options are issued, the number
                of
                shares of common stock taken into account in determining the amount
                payable under this Section 7(d)(iv) shall be appropriately
                reduced.”

            


    

     

    
      	
              THE
                GENLYTE GROUP INCORPORATED

            	
              [EXECUTIVE]

            
	
              Signature

            	
              /s/
                William G. Ferko

            	
              Signature

            	
              /s/
                Steven R. Carson

            
	
              Name

            	
              William
                G. Ferko

            	
              Date

            	
              October
                4, 2007

            
	
              Title

            	
              Vice
                President, Chief Financial Officer

            	 	 
	
              Date

            	
              November
                5, 2007

            	 	 


    



    



    
      
        
        

      

      
        8