2002 Supplemental Executive Retirement Plan

Exhibit 10(iii)A(3)


ACUITY BRANDS, INC. 2002 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


(Effective As of January 1, 2003)


ACUITY BRANDS, INC.

2002 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN


PREAMBLE

The Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan (" Plan" ) is designed to be a supplemental retirement plan covering a select group of management and highly compensated employees of Acuity Brands, Inc. (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 Employer which employs the Participant. The effective date of the Plan as set forth herein is January 1, 2003 (" Effective Date" ).


TABLE OF CONTENTS


ARTICLE I

DEFINITIONS AND CONSTRUCTION

1

1.1

Definitions

1

(a)

Accrued Benefit

1

(b)

Act

1

(c)

Actuarial (or Actuarially) Equivalent

1

(d)

Administrator

1

(e)

Authorized Leave of Absence

1

(f)

Annual Bonus

1

(g)

Average Annual Compensation

1

(h)

Beneficiary

2

(i)

Board

2

(j)

Break in Service

2

(k)

Company

2

(l)

Compensation

2

(m)

Credited Service

2

(n)

Disability Retirement Date

3

(o)

Early Retirement Date

3

(p)

Effective Date

3

(q)

Executive Officer

3

(r)

Fiduciaries

3

(s)

Late Retirement Date

3

(t)

Normal Retirement Date

3

(u)

NSI

3

(v)

Participant

3

(w)

Plan

3

(x)

Plan Year

3

(y)

Prior Plan

3

(z)

Retirement

4

(aa)

Surviving Spouse

4

(bb)

Termination Date

4

(cc)

Total and Permanent Disability

4

(dd)

Vested Terminee

4

1.2

Construction

4

ARTICLE II

PARTICIPATION, CREDITED SERVICE, AND BREAK IN SERVICE

1

2.1

Eligibility for Participation:

1

2.2

Break in Service

1

2.3

Participants Bound

1

2.4

Transfers

1

(a)

When Employee Becomes Executive Officer

2

(b)

Accrued Benefit Upon Transfer To A Non-Eligible Status

2


i

ARTICLE III

RETIREMENT AND TERMINATION DATES

1

3.1

Normal Retirement Benefit

1

3.2

Late Retirement Benefit

1

3.3

Early Retirement Benefit

1

3.4

Disability Retirement Benefit

1

3.5

Vested Terminee Benefit

1

3.6

Termination Prior to Completion of 5 Years of Credited Service

2

3.7

Normal Form of Payment of Accrued Benefit

2

ARTICLE IV

PRE-RETIREMENT DEATH BENEFITS

1

(a) Death Prior to Eligibility for Early or Normal Retirement

1

(b) Death After Attaining Eligibility for Early or Normal Retirement

1

ARTICLE V

PLAN FINANCING

1

5.1

Payment of Costs and Expenses

1

ARTICLE VI

FIDUCIARY RESPONSIBILITIES

1

6.1

Allocation of Responsibility Among Fiduciaries

1

6.2

Fiduciary Duties

1

6.3

Company Filing Responsibility

1

ARTICLE VII

ADMINISTRATION

1

7.1

General Duties

1

7.2

Application and Forms For Benefit

1

7.3

Facility of Payment

2

7.4

Rules and Decisions

2

7.5

Company to Furnish Information

2

7.6

Administrator to Furnish Other Information

2

ARTICLE VIII

SUCCESSOR COMPANY

1

8.1

Successor Company

1

ARTICLE IX

PLAN TERMINATION

1

9.1

Right to Terminate

1

ARTICLE X

TRUST

1

ARTICLE XI

AMENDMENTS AND ACTION BY COMPANY

1

ARTICLE XII

MISCELLANEOUS

1

12.1

Nonguarantee of Employment

1

12.2

Rights Under Plan

1


ii

12.3

Nonalienation of Benefits

1

12.4

Headings for Convenience Only

1

12.5

Multiple Copies

1

12.6

Governing Law

1

12.7

Guarantee of Performance

1

ARTICLE XIII

CHANGE IN CONTROL

1

13.1

Cause

1

13.2

Change in Control

1

13.3

Termination of Employment

2

13.4

Amendment or Termination

2

[SCHEDULE 1]

[APPENDICES]


iii

ARTICLE I


DEFINITIONS AND CONSTRUCTION


1.1 Definitions : Where the following words and phrases appear in this Plan, they shall have the meanings set forth below, unless the context clearly indicates to the contrary:


(a) Accrued Benefit : With respect to any Participant at any time a monthly benefit payable for 180 months only, commencing on the Participant' s Normal Retirement Date in an amount equal to the product of 1.6% of the Participant' s Average Annual Compensation multiplied by the Participant' s Years of Credited Service up to a maximum of ten (10) years, divided by twelve (12). The maximum number of Years of Credited Service a Participant can accrue under the Plan is ten (10) years, provided that Compensation earned after a Participant has completed ten (10) Years of Credited Service shall be counted for purposes of determining the Participant' s Accrued Benefit if counting such Compensation would increase the Participant' s Accrued Benefit.


Notwithstanding the foregoing, if a Participant who received a distribution or distributions following his Termination Date or Retirement is re-employed and again becomes an active Participant, such Participant' s Accrued Benefit, as computed pursuant to this Section, shall be reduced by the monthly Accrued Benefit amount that is the Actuarial Equivalent of the distribution(s) made to the Participant.


(b) Act : Public Law No. 93-406, the Employee Retirement Income Security Act of 1974, as amended from time to time.


(c) Actuarial (or Actuarially) Equivalent : A benefit of equivalent value determined using an interest rate equal to 7% per annum and the mortality table prescribed by the Commissioner of Internal Revenue pursuant to Rev . Rul. 95-6 (as hereafter amended or modified).


(d) Administrator : The Company and any person or committee designated by the Company to perform all or a portion of the duties and responsibilities of the Administrator under the Plan.

(e) Authorized Leave of Absence : Any absence authorized by the Company under the Company' s standard personnel practices, provided that the Participant returns within the period specified in the Authorized Leave of Absence.

(f) Annual Bonus : The amount awarded an Executive under the Company' s annual bonus program, subject to the provisions and limitations contained in Section 1.1(l) of the Plan.


(g) Average Annual Compensation : The applicable annual amount shall be the average of the Participant' s Compensation for the three highest, consecutive calendar years

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during the ten years immediately preceding the Participant' s date of Retirement, death or other termination of employment. Compensation earned after a Participant has completed ten (10) Years of Credited Service shall be counted for purposes of determining the Participant' s Average Annual Compensation and Accrued Benefit if counting such Compensation would increase the Participant' s Accrued Benefit.


(h) Beneficiary : The person or persons last designated in writing by the Participant on a form provided by the Administrator to receive benefits under Section 3.7 or Article IV of the Plan in the event of the Participant' s death. If no designation of Beneficiary shall be in effect at the time of a Participant' s death or if all designated Beneficiaries shall have predeceased the Participant, then the Beneficiary shall be the Participant' s Surviving Spouse or if there is no such Surviving Spouse, the Participant' s estate or legal representative.


(i) Board : The Board of Directors of Acuity Brands, Inc. or its Executive Committee.

(j) Break in Service : An event which results in the cancellation of a Participant' s previous Credited Service as provided in Section 2.2.


(k) Company : Company shall mean Acuity Brands, Inc. (or its successor or successors). Affiliated or related employers are permitted to adopt the Plan with the consent of the Company and shall be known as " Adopting Employers." To the extent required by certain provisions (e.g., determining Average Annual Compensation and Credited Service), references to the Company shall include the Adopting Employer of the Participant. Adopting Employers are listed on Schedule 1.

(l) Compensation : Subject to adjustment as provided in the next sentence, " Compensation" shall be the Participant' s salary and wages for each calendar year during which he is employed as an Executive Officer of the Company, and any Annual Bonuses awarded during such year. In either case, Compensation and Annual Bonuses shall include any amounts which shall be voluntarily deferred by the Participant under any salary or bonus deferral or reduction program (whether qualified or non-qualified) which may be instituted by the Company, but shall not include any earnings or Company match on these deferred amounts, or payments from such programs or payments from any similar salary deferral or bonus deferral programs, or any income from stock options, restricted stock or similar grants. A Participant' s Compensation and Annual Bonuses for calendar years prior to the Effective Date during which he was employed as an Executive Officer shall be credited under this Plan.


(m) Credited Service : A Participant shall accrue one (1) Year of Credited Service for each Plan Year during which he is actively employed as an Executive Officer of the Company for the full Plan Year. During the Participant' s initial and final Plan Year as an Executive Officer, the Participant will be credited with a decimal equivalent expressed to two


I-2

places of a fraction having a numerator equal to the number of full months the Participant worked as an Executive Officer during such Plan Year and a denominator of twelve (12). A Participant' s Credited Service as an Executive Officer prior to the Effective Date shall be credited under this Plan. The maximum number of Years of Credited Service a Participant can accrue under the Plan is ten (10).


(n) Disability Retirement Date : The Date of Retirement due to Disability as specified in Section 3.4.


(o) Early Retirement Date : The first day of the month following the Participant' s attainment of age 55 and completion of three (3)Years of Credited Service.

(p) Effective Date : This Plan is effective January 1, 2003.


(q) Executive Officer : Any person who, on or after the Effective Date, is classified by the Company as an executive officer of the Company and who is receiving remuneration for personal services rendered to the Company (or would be receiving such remuneration except for an Authorized Leave of Absence), and any other officer of the Company (or an Adopting Employer) designated by the Board as eligible to participate in the Plan and who is listed on an Appendix attached hereto.

(r) Fiduciaries : The Company and the Administrator, but only with respect to the specific responsibilities of each for Plan administration, all as described in Article VI.

(s) Late Retirement Date : The date of Retirement subsequent to a Participant' s Normal Retirement Date as specified in Section 3.2.


(t) Normal Retirement Date : The first day of the month following the Participant' s attainment of age 60.


(u) NSI : National Service Industries, Inc., a Delaware corporation, and the corporation from which the Company was spun-off on November 30, 2001.

(v) Participant : An Executive Officer participating in the Plan in accordance with the provisions of Section 2.1.


(w) Plan : The Acuity Brands, Inc. 2002 Supplemental Executive Retirement Plan, the Plan set forth herein, as amended from time to time.

(x) Plan Year : A twelve (12) month period beginning on January 1 and ending on December 31.

(y) Prior Plan : The Acuity Brands, Inc. Supplemental Retirement Plan for Executives in which certain participants in this Plan previously participated.


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(z) Retirement : Termination of employment for reason other than death after a Participant has fulfilled all requirements for Normal Retirement, Late Retirement, Early Retirement, or Disability Retirement. Retirement shall be considered as commencing on the day immediately following a Participant' s last day of employment (or Authorized Leave of Absence, if later).

(aa) Surviving Spouse . The individual to whom a Participant is legally married on the date of death.

(bb) Termination Date : The date of termination of an Executive' s employment with the Company for reasons other than death or Retirement.


(cc) Total and Permanent Disability : A physical or mental incapacity which impairs the Participant' s ability to substantially perform his usual duties and servic ...