2002 Executives' Deferred Compensation Plan, Restated January 1, 2005




 EXHIBIT 10(iii)A(61) 
 ACUITY BRANDS, INC. 
 EXECUTIVES’ DEFERRED COMPENSATION PLAN 
 (EFFECTIVE AS OF NOVEMBER 30, 2001) 
 (As Amended on of December 30, 2002 and as Amended and Restated January 1, 2005, 
 except where otherwise
noted) 








 PURPOSE 
 Acuity Brands, Inc. (the “Company”) has established the Acuity Brands, Inc. Executives’ Deferred Compensation Plan (the “Plan”) to assist certain key employees in accumulating capital or
supplementing any retirement income they may otherwise receive by permitting them to defer a portion of their compensation. To encourage these individuals to participate in the Plan and to continue their employment with the Company, the Company will
match a portion of these deferred amounts. 
 The Plan is designed to be a nonqualified, deferred compensation plan maintained primarily for
a select group of management and highly compensated employees of the Company and its subsidiaries. The benefits under the Plan are unfunded and all amounts payable under the Plan shall be paid from the general assets of the Adopting Employer which
employs the Participant. 
 The Plan was initially effective as of November 30, 2001, and was established in connection with the
spin-off of the Company by National Service Industries, Inc. (“NSI”), as a successor plan to the National Service Industries, Inc. Executives’ Deferred Compensation Plan (“Prior Plan”) for certain employees and former
employees of NSI and its subsidiaries who were participants in the Prior Plan immediately prior to November 30, 2001, and who became or remained employees of the Company or its Subsidiaries as of November 30, 2001 or who were formerly employed by
the businesses transferred to the Company by NSI (including former employees of the corporate office of NSI). The effective date of the amended and restated plan as set forth herein is January 1, 2005, except where otherwise noted 
  

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 ARTICLE I 
 Definitions 
 1.1 “Average Prime Rate” means the average of the rates of interest
publicly announced by Wachovia Bank, N.A. (or any successor thereto) as its prime rate on the first business day of each of the calendar quarters commencing between Valuation Dates. 
 1.2 “Class Year” means the Fiscal Year for which a deferral is elected. 
 1.3 “Class Year Account” means the sub-accounts set up for the Primary Account and Company Contribution Account for each Class Year.

 1.4 “Code” means the Internal Revenue Code of 1986, as amended from time to time. 
 1.5 “Company” means Acuity Brands, Inc., a Delaware corporation (or its successor or successors). Affiliated or related employers are permitted
to adopt the Plan and shall be known as “Adopting Employers.” To the extent required by certain provisions (e.g., Compensation and Continuous Service), references to the Company shall include the Adopting Employer of the Participant.
Adopting Employers are listed on Appendix A. 
 1.6 “Committee” means the Committee appointed to administer the Plan as and to the
extent provided in Article VIII. 
 1.7 “Company Contribution Account” means the sum of all amounts credited to a Participant
pursuant to Section 3.1, including amounts previously credited to a Participant’s Company Contribution Account in the Prior Plan and transferred to this Plan as provided in Article X, together with interest allowances thereon credited
pursuant to Section 4.1 herein. 
 1.8 “Compensation” means the aggregate salary from the Company (and/or, with respect to
periods prior to the Effective Date, from NSI or one of NSI’s affiliates) received by a Participant during a Fiscal Year together with any performance or discretionary bonus awarded by the Company (and/or, with respect to periods prior to the
Effective Date, by NSI or one of NSI’s affiliates) for that same Fiscal Year. Compensation does not include expense reimbursement, car allowance, imputed value of group life insurance, aspiration award payments, income from stock options,
restricted stock, and other stock awards, Company contributions to any benefit plan, or any gift or awards not treated as pay by the Company. 
 1.9 “Continuous Service” means the period of uninterrupted employment of an Eligible Executive with the Company since the individual’s most recent date of employment or appointment to the class of Eligible Executives,
whichever is applicable. For individuals who are Eligible Executives on the Effective Date and who were participating in the Prior Plan immediately prior to the Effective Date, Continuous Service shall include the Eligible Executive’s period of
Continuous Service under the Prior Plan. 
 1.10 “Deferral Election” means a written election, in a form prescribed by the
Committee, to defer receipt of bonus amounts otherwise payable to the Executive. 
  

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 1.11 “Deferred Compensation” means the portion of a Participant’s compensation for any
Fiscal Year, or part thereof, that has been deferred pursuant to the Plan. 
 1.12 “Effective Date” means the effective date of the
amended and restated plan, January 1, 2005, except where otherwise noted. The Plan was initially effective, November 30, 2001. 
 1.13
“Executive or Eligible Executive” means a Senior Officer, a Key Manager, or a President, each as defined herein. Any dispute regarding any individual’s eligibility for the Plan shall be resolved by the Committee in its sole
discretion. 
 1.14 “Fiscal Year” means the fiscal year of the Company commencing on September 1 and ending on August 31
of the following calendar year, or such other fiscal year as may be established in the future. 
 1.15 “Key Manager” means an
assistant vice president or other key management employee (as determined by the Committee or its designee) of the Company or an Adopting Employer. 
 1.16 “NSI” means National Service Industries, Inc., a Delaware corporation. 
 1.17 “Participant” means a person
a portion of whose compensation for any Fiscal Year has been deferred pursuant to the Plan and whose interests in the Plan have not been wholly forfeited or distributed. 
 1.18 “Plan or Executives’ Plan” means the Acuity Brands, Inc. Executives’ Deferred Compensation Plan as described in this instrument, and as it may be amended from time to time. 
 1.19 “President” means the president of a business unit of the Company or an Adopting Employer. 
 1.20 “Primary Account” means the sum of all amounts deferred by a Participant pursuant to Section 2.1 including any amounts previously
deferred to the Participant’s Primary Account under the Prior Plan and transferred to this Plan, plus interest allowances thereon credited pursuant to Section 4.1 herein. 
 1.21 “Prior Plan” means the National Service Industries, Inc. Executives’ Deferred Compensation Plan. 
 1.22 “Senior Officer” means the president or an executive vice president, senior vice president, or vice president of the Company or an
Adopting Employer. 
 1.23 “Termination of Service” or similar expression means the termination of the Participant’s
employment as an Eligible Executive of the Company. A Participant who is granted a temporary leave of absence, whether with or without pay, shall not be deemed to have terminated his service. In the event of a transfer of an Eligible Executive to a
position in which he would no longer be eligible to continue in this Plan, or in the event of the disability of a Participant (as determined by the Committee), the Committee, in its sole discretion, shall determine whether a Termination of Service
has occurred. 
  

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 1.24 “Total and Permanent Disability” means a physical or mental incapacity which impairs the
Participant’s ability to substantially perform his duties for a period of one hundred eighty (180) consecutive days, as determined by the Committee, and, with respect to a Participant’s Section 409A Account, consistent with the
requirements of Section 409A. 
 1.25 “Valuation Dates” mean March 31 and September 30 of each year. 
 1.26 “Section 409A” means Section 409A of the Code and the regulations and rulings thereunder. 
 1.27 “Section 409A Account” means that portion of a Participants Class Year Account that was not vested as of December 31, 2004 and which
is subject to certain special provisions of the Plan. 
  

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 ARTICLE II 
 Amounts Deferred 
 2.1 Each Eligible Executive may elect to have a portion of the annual
performance or discretionary bonus (“bonus”), if any, to be received by him for the Fiscal Year commencing September 1, 2001, and for any Fiscal Year thereafter, irrevocably deferred in accordance with the terms and conditions of the
Plan. The amount of such bonus that may be so deferred shall not exceed the lower of: 
 (a) the Executive’s
Compensation for the Class Year which is in excess of the average Compensation paid or credited to the Executive (including any amounts deferred under this Plan, but excluding Company Contributions under this Plan) for services rendered as an
Eligible Executive over the three (3) full Fiscal Years immediately preceding the Class Year. If the Executive has completed two (2) but less than three (3) full Fiscal Years of Continuous Service in an eligible position the average
shall be computed based upon the average Compensation paid or credited to the Executive for the two (2) full Fiscal Years immediately preceding the Class Year. Any Executive who has not completed two (2) full Fiscal Years in an eligible
position shall be entitled to defer for the Class Year not more than (1) twenty-five hundred dollars ($2,500) for a Senior Officer and (2) twelve hundred fifty dollars ($1,250) for a Key Manager; and 
 (b) the Executive’s bonus for the Class Year. 
 An Executive desiring to exercise such election shall deliver a Deferral Election to the Company or the Executive’s Adopting
Employer, as applicable, prior to the beginning of each such Fiscal Year, or if an individual first becomes an Eligible Executive during a Fiscal Year, within 30 days after the date the individual first becomes an Eligible Executive (or within such
other period as may be established by the Committee). Any such Deferral Election delivered under the Prior Plan with respect to the Fiscal Year ending August 31, 2002 shall continue in effect under this Plan for such Fiscal Year. If the
Executive’s Deferral Election would result in a deferral greater than the maximum provided herein, any deferred amount shall be reduced to the maximum limit provided herein. 
 2.2 The Executive’s Primary Account shall be credited, as of October 1 next following the end of each Class Year for which the election was
made, with the dollar amount of the Compensation deferred for such Class Year pursuant to Section 2.1. 
 2.3 A Participant’s
accounts shall be distributable in the manner and subject to the conditions set forth in Article V, Article VI and Article IX. 
 2.4
Effective for Fiscal Years commencing on or after September 1, 2002, Eligible Executives shall not be permitted to defer any portion of their bonus for such Fiscal Year to the Plan. 
  

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 ARTICLE III 
 Company Contribution 
 As of each October 1, the Company shall contribute to a Company
Contribution Account on behalf of each Eligible Executive an amount equal to the Executive’s Deferred Compensation for the immediately preceding Class Year, up to a maximum of five thousand dollars ($5,000) for a Senior Officer or President and
twenty-five hundred dollars ($2,500) for a Key Manager. 
 The inability of a Participant to fully utilize the maximum Company Contribution
for any Class Year, whether due to lack of qualified earnings, eligible service, failure to elect or any other reason, shall not result in a carry-over of unused credits to any subsequent year. 
 After October 1, 2002, the Company shall cease to make contributions to the Company Contribution Account for Eligible Executives. 
  

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 ARTICLE IV 
 Interest Allowance 
 Each Primary Account and Company Contribution Account of each Participant
shall be credited as of each September 30 with an interest allowance which shall be computed and compounded on semi-annual Valuation Dates based upon the Average Prime Rate as follows: 
  

			
	 When the Average Prime Rate is:
	  	 The Interest Credit Shall Be:

		
	• more than 12.00%	  	• Average Prime Rate less 3%
		
	• more than 8.00% but not more than 12.00%	  	• Average Prime Rate less 2%
		
	• 8.00% or less	  	• Average Prime Rate less 1%

 This interest allowance shall be applied to the balances standing, as of said date, in each
Participant’s accounts for all Class Years. 
  

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 ARTICLE V 
 Vesting 
 5.1 A Participant shall at all times have a non-forfeitable (vested) right to the
amounts in his Primary Account subject to the distribution provisions of Article VI. 
 5.2 (a) Subject to Article IX, the Company
Contribution Account of a Participant for each Class Year shall become vested in him upon the completion of five full Fiscal Years of Continuous Service as an Eligible Employee after the end of such Class Year. 
 (b) Subject to Article IX, the Company Contribution Account of a Participant for all Class Years shall become vested in him upon the
occurrence of any of the following events: 
 (i) Total and Permanent Disability of the Participant (as determined by the
Committee); or 
 (ii) Retirement after the Participant has attained age 55; or 
 (iii) Death of the Participant; or 
 (iv) Termination of this Plan. 
 5.3 Notwithstanding anything to the contrary herein, prior to a Change in
Control should the Participant be found by the Committee to be guilty of theft, embezzlement, fraud or misappropriation of the Company’s property or of any action which, if the individual were an Officer of the Corporation, would constitute a
breach of fiduciary duty, the Company Contribution Account for all Class Years which had not yet vested in the Participant shall be immediately forfeited. 
  

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 ARTICLE VI 
 Distribution 
 6.1 Subject to Article IX, distribution of the vested portion of a
Participant’s Account shall be made in a lump sum as soon as practicable following the Participant’s Total and Permanent Disability, death or Termination of Service for any other reason prior to attainment of age 55. If a Participant
terminates employment on or after age 55, the provisions of any benefit elections made by the Participant pursuant to Section 6.3 shall be recognized. In the event of the termination of the Plan or the Total and Permanent Disability or death of
a Participant, interest allowance pursuant to Article IV shall be computed to the date of payment hereunder. In the event of Termination of Service for any other reason, interest allowance shall be computed to the last Valuation Date falling on or
before the date of such Termination of Service. Notwithstanding the other provisions of this Article VI, in the event a Participant who is a “key employee” (as determined by the Committee in accordance with rules established by the
Committee under Section 409A) becomes entitled to payment of his Section 409A Account, payments shall not commence until 6 months after his separation from service (unless otherwise permitted by Section 409A) and on such date the
payments that would have been made during such six-month period shall be made in a lump sum. 
 6.2 Except as provided in Section 6.1
above and Article IX, distribution of each Class Year Account of a Participant shall be made in a single lump sum payment on the October 1 next following five (5) full Fiscal Years after the Class Year. For example, the distribution of
Class Year 2001 Account shall be made on October 1, 2006 and for Class Year 2002 Account on October 1, 2007, etc. Such Participant, may, however, make a timely election to further defer receipt of this sum as provided in Section 6.3.

 6.3 Any Participant may file a subsequent election to further irrevocably defer any amount becoming distributable under this Plan provided
that such election is filed before the end of the fourth Fiscal Year immediately following the Class Year. For example, for Class Year 2001 any such election must be filed prior to September 1, 2005. Any such election made under the Prior Plan
shall continue in effect under this Plan. This subsequent deferral shall provide, at the option of the Participant, for payment of the Participant’s full Class Year Account balance in a single sum or in installments payable on October 1 of
any year or years but with the last installment due not later than ten years after the Participant’s retirement and not before the regular distribution date otherwise provided herein. A Participant retiring on or after age 55 may elect prior to
termination to make the deferral election in this section with respect to all Class Year Accounts as to which the five-year period has not yet passed and that would otherwise be payable more than one (1) year in the future. Any Class Year
Accounts as to which the five-year period has not yet passed that are payable within one (1) year and any Class Year Accounts as to which the election in this section is not made shall be payable as soon as practical after termination.

 Effective October 1, 2002 and in accordance with such rules as the Company may establish, a Participant may elect to make the
deferral election provided for in this Section 6.3 with respect to all Class Year Accounts as to which the five-year period has not yet passed and that would otherwise by payable more than one year in the future. 
  

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 Notwithstanding the other provisions of this Section 6.3, with respect to the Participant’s
Section 409A Account, (i) the election under this Section 6.3 must be made not less than 12 months prior to the payment date; (ii) the payment date must be deferred at least 5 years; and (iii) the election shall not be
effective for 12 months, provided, that with respect to such elections and the Participant’s Section 409A Account, the Committee may apply such transitional rules as are provided by Section 409A. 
 6.4 Hardship. A Participant who is suffering an unforeseen and severe financial hardship as a result of (i) an illness or accident of the
Participant or his immediate family, (ii) loss of Participant’s property due to casualty, or (iii) for such other reasons as the Committee may establish, may file a written request with the Committee for distribution of all or a
portion of the amount credited to his Account. The Committee shall have the sole discretion to determine whether to grant a Participant’s hardship request and the amount to distribute to the Participant provided that, with respect to the
Participant’s Section 409A Account, financial hardship distributions shall be determined in a manner consistent with Section 409A. The Committee shall have authority in connection with such hardship request to accelerate the payment
of any Class Year Accounts which have been deferred pursuant to Section 6.3. 
  

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 ARTICLE VII 
 Miscellaneous 
 7.1 No Participant or any other person shall have any interest in any specific
asset or assets of the Company by reason of any sums credited to him hereunder or any right to receive any distribution under the Plan except as and to the extent expressly provided in the Plan. Nothing in the Plan shall be deemed to give any
officer or any employee of the Company any right to participate in the Plan, except in accordance with the provisions of the Plan. 
 7.2
Neither the adoption nor the amendment of the Plan, nor any action of the Board of Directors of the Company or the Committee, nor any election to defer compensation hereunder, shall be held or construed to confer on any person any legal right to be
continued as an employee of the Company. 
 7.3 No Participant or any other person entitled to payment hereunder shall have the right to
assign, pledge or otherwise dispose of any interest in his Account, nor shall the Participant’s interest therein be subject to garnishment, attachment, transfer by operation of law, or any legal process, except to pay a debt of such Participant
to the Company or an Adopting Employer. 
 7.4 If a Participant or beneficiary (hereafter, “Claimant”) does not receive timely
payment of any benefits which he believes are due and payable under the Plan, he may make a claim for benefits to the Plan Administrator. The claim for benefits must be in writing and addressed to the Plan Administrator or to the Company. If the
claim for benefits is denied, the Plan Administrator shall notify the Claimant in writing within 90 days after the Plan Administrator initially received the benefit claim. However, if special circumstances require an extension of time for processing
the claim, the Plan Administrator shall furnish notice of the extension to the Claimant prior to the termination of the initial 90-day period and such extension shall not exceed one additional, consecutive 90-day period. Any notice of a denial of
benefits shall advise the Claimant of the basis for the denial, any additional material or information necessary for the Claimant to perfect his claim, and the steps which the Claimant must take to have his claim for benefits reviewed. 

7.5 Each Claimant whose claim for benefits has been denied may file a written request for a review of his claim by the Plan Administrator. The request
for review must be filed by the Claimant within 60 days after he received the written notice denying his claim. The decision of the Plan Administrator will be made within 60 days after receipt of a request for review and shall be communicated in
writing to the Claimant. Such written notice shall set forth the basis for the Plan Administrator’s decision. If there are special circumstances which require an extension of time for completing the review, the Plan Administrator’s
decision shall be rendered not later than 120 days after receipt of a request for review. 
 7.6 If the whole or any part of any
Participant’s Account shall become liable for the payment of any estate, inheritance, income, or other tax which the Company shall be required to pay or withhold, the Company shall have the full power and authority to withhold and pay such tax
out of any monies or other property in its hand for the account of the Participant whose 

  

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interests hereunder are so liable. The Company shall provide notice of any such withholding. Prior to making any payment, the Company may require such
releases or other documents from any lawful taxing authority as it shall deem necessary. 
 7.7 Each Participant shall have the right at
anytime to designate, and rescind or change any designation of, a primary and contingent beneficiary or beneficiaries to receive benefits hereunder in the event of his death. If there is no surviving beneficiary at the time of the Participant’s
death, future payments due shall be made to the estate of the Participant. A designation or change of beneficiary shall be made in writing on a form prescribed by the Committee. After such notice is filed with the Committee, the designation or
change shall relate back and take effect as of the date the Participant signed such form, but without prejudice to the Committee or the Company on account of any payment made before receipt of such notice. Any valid designation of beneficiary under
the Prior Plan shall continue in effect under this Plan until changed or rescinded as provided above. 
 7.8 The benefits provided by this
Plan shall be unfunded. All amounts payable under this Plan to any Participant shall be paid from the general assets of the employer which principally employs the Participant (the “Obligated Employer”), and nothing contained in this Plan
shall require the Obligated Employer to set aside or hold in trust any amounts or assets for the purpose of paying benefits to Participants. This Plan shall create only a contractual obligation on the part of the Obligated Employer and Participants
shall have the status of general unsecured creditors of the Obligated Employer under the Plan with respect to amounts of Compensation they defer hereunder or any other obligation of the Obligated Employer to pay benefits pursuant hereto. Any funds
of the Obligated Employer available to pay benefits pursuant to the Plan shall be subject to the claims of general creditors of the Obligated Employer, and may be used for any purpose by the Obligated Employer. 
 Notwithstanding the preceding paragraph, the Obligated Employer may at any time transfer assets to a trust for purposes of paying all or any part of its
obligations under this Plan. However, to the extent provided in the trust only, such transferred amounts shall remain subject to the claims of general creditors of the Obligated Employer. To the extent that assets are held in a trust when a
Participant’s benefits under the Plan become payable, the Committee shall direct the trustee to pay such benefits to the Participant from the assets of the trust. 
 7.9 In consideration of each Participant’s performance of valuable services that inure to the financial benefit of the Company, the Company does hereby agree to perform all of the obligations and responsibilities
and pay any benefits due and owing to a Participant under the Plan if the Obligated Employer (as defined in Section 7.5) designated to perform such obligations and responsibilities or pay such benefits fails or is unable to do so. 

 

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 ARTICLE VIII 
 Committee 
 8.1 The Plan shall be administered by a Committee composed of the Compensation
Committee of the Board of Directors of the Company or such other committee as may be designated by the Board of Directors. The Committee shall be deemed to have and to be exercising all of the powers of the Board of Directors of the Company in the
performance of any of the powers and duties delegated to it under the Plan. No member of the Committee may participate in a decision regarding his or her own benefits under the Plan except in general matters dealing with the Plan as a whole. The
Committee shall have the authority to delegate its duties and responsibilities hereunder. 
 8.2 The Committee may, in its absolute
discretion, without notice at any time and from time to time, modify or amend, in whole or in part, any or all of the provisions of the Plan, or suspend or terminate it entirely; provided that no such modification, amendment, suspension or
termination may, without his consent, apply to or affect the payment or distribution to any Participant of any amounts credited to him hereunder prior to the effective date of such modification, amendment, suspension or termination. Notwithstanding
anything contained in this Plan to the contrary, for a period of two (2) years following a Change in Control this Plan shall not be terminated or amended to reduce or eliminate any Eligible Executive’s or Participant’s benefits or
participation (or right to participate) provided under this Plan, including, without limitation, the benefits provided in Articles II, III, V and IX. 
 8.3 The Committee shall from time to time establish eligibility requirements for participation in the Plan and rules for the administration of the Plan, including such delegation of any administrative or ministerial
duties hereunder as it may deem desirable, that are not inconsistent with the provisions of the Plan. 
 8.4 The Committee shall have the
exclusive discretionary authority to construe and to interpret the Plan, to decide all questions of eligibility for benefits and to determine the amount of such benefits, and its decisions on such matters shall be final and conclusive on all
parties. Without limiting the generality of the foregoing, the determination of the Committee as to whether a Participant has retired, Terminated his Service or become Totally and Permanently Disabled and the date thereof shall be final, binding and
conclusive upon all persons. 
 8.5 The Company or the Committee may consult with legal counsel, who may be counsel for the Company or other
counsel, with respect to its obligations or duties hereunder, or with respect to any action or proceeding or any question of law, and shall not be liable with respect to any action taken or omitted by it in good faith pursuant to the advice of such
counsel. 
 8.6 Wherever the context so requires, words in the masculine include the feminine and in the feminine include the masculine.

 8.7 This Plan shall be construed, administered and governed in all respects under the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”) and, to the extent not preempted by ERISA, by the laws of the State of Georgia. 
  

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 ARTICLE IX 
 Change in Control Provisions 
 9.1 Cause. For purposes of this Plan, a termination for
“Cause” is a termination evidenced by a resolution adopted in good faith by two-thirds of the Board that the Participant (i) intentionally and continually failed to substantially perform his duties with the Company (other than a
failure resulting from the Participant’s incapacity due to physical or mental illness) which failure continued for a period of at least thirty (30) days after written notice of demand for substantial performance has been delivered to the
Participant specifying the manner in which the Participant has failed to substantially perform, or (ii) intentionally engaged in conduct which is demonstrably and materially injurious to the Company, monetarily or otherwise; provided,
however that no termination of the Participant’s employment shall be for Cause as set forth in clause (ii) above until (x) there shall have been delivered to the Participant a copy of a written notice setting forth that the
Participant was guilty of the conduct set forth in clause (ii) and “specifying the particulars thereof in detail, and (y) the Participant shall have been provided an opportunity to be heard by the Board (with the assistance of the
Participant’s counsel if the Participant so desires). No act, nor failure to act, on the Participant’s part, shall be considered “intentional” unless he has acted or failed to act, with an absence of good faith and without a
reasonable belief that his action or failure to act was in the best interest of the Company. Notwithstanding anything contained in this Agreement to the contrary, in the case of any Participant who is a party to a Change in Control Agreement, no
failure to perform by the Participant after a Notice of Termination (as defined in the Participant’s Change in Control Agreement) is given by the Participant shall constitute Cause for purposes of this Plan. 
 9.2 Change in Control. For purposes of this Plan, a Change in Control shall mean any of the following events: 
 (a) The acquisition (other than from the Company) by any “Person” (as the term person is used for purposes of Sections 13(d) or
14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”)) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the 1934 Act) of twenty percent (20%) or more of the combined voting power of the
Company’s then outstanding voting securities; or 
 (b) The individuals who, as of December 1, 2001, are members of
the Board (the “Incumbent Board”), cease for any reason to constitute at least two-thirds of the Board; provided, however, that if the election, or nomination for election by the Company’s stockholders, of any new
director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this Plan, be considered as a member of the Incumbent Board; or 
 (c) A merger or consolidation involving the Company if the stockholders of the Company, immediately before such merger or consolidation do
not, as a result of such merger or consolidation, own, directly or indirectly, more than seventy percent (70%) (effective as of September 29, 2006, sixty percent (60%)) of the combined voting power of the then outstanding voting
securities of the corporation resulting from such merger or consolidation in substantially the same proportion as their ownership of the combined voting power of the voting securities of the Company outstanding immediately before such merger or
consolidation; or 
  

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 (d) A complete liquidation or dissolution of the Company or an agreement for the sale or
other disposition of all or substantially all of the assets of the Company. 
 Notwithstanding the foregoing, a Change in
Control shall not be deemed to occur pursuant to Section (a), solely because twenty percent (20%) or more of the combined voting power of the Company’s then outstanding securities is acquired by (i) a trustee or other fiduciary
holding securities under one or more employee benefit plans maintained by the Company or any of its subsidiaries or (ii) any corporation which, immediately prior to such acquisition, is owned directly or indirectly by the stockholders of the
Company in the same proportion as their ownership of stock in the Company immediately prior to such acquisition. 
 9.3 Termination of
Employment. Notwithstanding anything contained in this Plan to the contrary, if a Participant’s employment is terminated by the Company (other than for “Cause”) or by the Participant for any reason within two (2) years
following a Change in Control, the Company shall, within five (5) days, pay to the Participant a lump sum cash payment of his Primary Account and Company Contribution Account with the interest allowance provided for in Article IV credited
thereto to the date of payment. 
 9.4 Amendment or Termination. Any amendment or termination of this Plan which a Participant
reasonably demonstrates (i) was at the request of a third party who has indicated an intention or taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipation of a Change in
Control, and which was not consented to in writing by the Participant shall be null and void, and shall have no effect whatsoever with respect to the Participant. 
  

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 ARTICLE X 
 Transfer of Accounts from Prior Plan 
 Pursuant to an Employee Benefits Agreement dated as of
November 30, 2001, between the Company and NSI, the amounts credited to the “Class Year Accounts” of certain employees and former employees of NSI and its subsidiaries who were participants in the Prior Plan immediately prior to the
Effective Date, and who became or remained employees of the Company or its Subsidiaries as of the Effective Date or who were formerly employed by the businesses transferred to the Company by NSI (including former employees of the corporate office of
NSI) shall be transferred to the Plan effective as of the Effective Date, or as soon thereafter as is practical. The amounts credited to the sub-accounts in the Participant’s Class Year Accounts in the Prior Plan shall be credited to the like
sub-accounts in his Class Year Accounts under this Plan and shall thereafter be held and distributed in accordance with the rules of this Plan applicable to the Class Year Accounts. As provided for herein, the elections made under the Prior Plan
prior to the Effective Date shall be carried over and apply for purposes of the Plan after the Effective Date (subject to any change of election rights under the Plan). 
 IN WITNESS WHEREOF, this amended and restated Plan has been executed by the Company on this 29th day of September, 2006, to be effective on the Effective Date (except where otherwise noted). 
  

			
	ACUITY BRANDS, INC.
		
	By:	 	  /s/ Vernon J. Nagle

		 	Vernon J. Nagle
		 	Chairman, President, and
		 	Chief Executive Officer


  

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 Appendix A  
 Adopting Employers 
 Acuity Specialty Products Group, Inc. 
 Acuity Lighting Group, Inc. 
  

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 ACUITY BRANDS, INC. 
 APPLICATION FOR DEFERRAL OF COMPENSATION 
 I hereby elect to defer the following amount of any
performance or discretionary bonus which is earned by me for the Company’s Fiscal Year commencing on September 1 next following the date signed below. If the amount specified below is greater than the maximum amount deferrable under the
Plan, the amount deferred will be reduced as required by the Acuity Brands, Inc. Executives’ Deferred Compensation Plan. 
  

			
	        (Please check)
	         ̈	  	$            
	         ̈	  	         % of bonus
	         ̈	  	All amounts over $            
	         ̈	  	Other                                     
                                        
                                        
                                        
                                        
                         
		  	  
                                       
                                        
                                        
                                        
                                        
                                   


 I have received a copy of the Plan and understand all of the provisions in it. 
 BENEFICIARY DESIGNATION 
 In the event
of my death before my entire interest in the Plan has been distributed, any unpaid balances in my Account should be paid to: 
  

									
	Primary	 	  
	  		  	  

	Beneficiary(ies) Name	  		  	Relationship
	
	 In the event my Primary Beneficiary predeceases me, my Account balance should be paid to:

				
	Contingent	 	  
	  		  	  

	Beneficiary(ies) Name	  		  	Relationship
				
		 	  
	  		  	  

		 	     Name	  		  	Relationship
					
	Date:	 	  
	  		  	Signature:	  	  

					
		 	
	  		  		  	  

					
		 		  		  		  	Print Name

  

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 ACUITY BRANDS, INC. 
 EXECUTIVES’ DEFERRED COMPENSATION PLAN 
 Table of Contents 
  

					
	 	  	 	  	Page
	 PURPOSE
	  		  	1
			
	 ARTICLE I
	  	 Definitions
	  	2
			
	 ARTICLE II
	  	 Amounts Deferred
	  	5
			
	 ARTICLE III
	  	 Company Contribution
	  	6
			
	 ARTICLE IV
	  	 Interest Allowance
	  	7
			
	 ARTICLE V
	  	 Vesting
	  	8
			
	 ARTICLE VI
	  	 Distribution
	  	9
			
	 ARTICLE VII
	  	 Miscellaneous
	  	11
			
	 ARTICLE VIII
	  	 Committee
	  	13
			
	 ARTICLE IX
	  	 Change In Control Provisions
	  	14
			
	 ARTICLE X
	  	 Transfer Of Accounts From Prior Plan
	  	16
			
	 Appendix A
	  	 Adopting Employers
	  	17

  

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