2001 Nonemployee Directors' Stock Option Plan

EXHIBIT 10.6


ACUITY BRANDS, INC.
2001 NONEMPLOYEE DIRECTORS' STOCK OPTION PLAN


1. PURPOSE


(a) The purpose of this Plan is to provide a means by which nonemployee directors of Acuity Brands, Inc. (the "Company") may be given an opportunity to purchase stock of the Company.


(b) The Company, by means of the Plan, seeks to secure and retain the services of persons best qualified to serve as directors of the Company and to provide incentives for such persons to exert maximum efforts for the success of the Company.


(c) The Company intends that the options issued under the Plan shall be options which do not qualify as incentive stock options for purpose of Section 422 of the Code.


(d) In connection with the spin-off of the Company by National Service Industries, Inc. ("NSI"), options will be granted under this Plan as Replacement Options, as hereinafter defined, to former nonemployee directors of NSI who do not continue to be nonemployee directors of NSI following the spin-off.


2. DEFINITIONS


For purposes of the Plan:


2.1 "Adjusted Fair Market Value" means, in the event of a Change in Control, the greater of (i) the highest price per Share paid to holders of the Shares in any transaction (or series of transactions) constituting or resulting in a Change in Control or (ii) the highest Fair Market Value of a Share during the ninety (90) day period ending on the date of a Change in Control.


2.2 "Agreement" means the written agreement between the Company and an Optionee evidencing the grant of an Option and setting forth the terms and conditions thereof.


2.3 "Board" means the Board of Directors of the Company.


2.4 "Cause" means the commission of an act of fraud or intentional misrepresentation or an act of embezzlement, misappropriation, or conversion of assets or opportunities of the Company or any subsidiary of the Company.


2.5 "Change in Capitalization" means any increase or reduction in the number of Shares, or any change (including, but not limited to, a change in value) in the Shares or exchange of Shares for a different number or kind of shares or other securities of the Company, by reason of a reclassification, recapitalization, merger, consolidation, reorganization, spin-off, split-up, issuance of warrants or rights or debentures, stock


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dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, change in corporate structure, or otherwise.


2.6 A "Change in Control" means any of the following events:


(a) The acquisition (other than from the Company) by any
"Person" (as the term is used for purposes of Sections 13(d) or 14(d)
of the Exchange Act) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange 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 were
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%) 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


(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 2.6(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.


2.7 "Code" means the Internal Revenue Code of 1986, as amended.


2.8 "Company" means Acuity Brands, Inc.


2.9 "Director" means a director of the Company.


2.10 "Disability" means a physical or mental infirmity which impairs the Optionee's ability to perform substantially his or her duties for a period of one hundred eighty (180) consecutive days, as determined by the Board.


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2.11 "Employee Benefits Agreement" means the Employee Benefits Agreement between National Service Industries, Inc. and Acuity Brands, Inc. dated as of November 30, 2001 which provides for the treatment of the employee plans in connection with the spin-off of the Company from National Service Industries, Inc.


2.12 "Exchange Act" means the Securities Exchange Act of 1934, as amended.


2.13 "Fair Market Value" on any date means (A) if the Shares are admitted to trading on a national securities exchange, the last sale price reported for the Shares on such exchange on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, (B) if the Shares are admitted to quotation on the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or other comparable quotation system and have been designated as a National Market System ("NMS") security, the last sale price reported for the Shares on such system on such date or on the last day preceding such date on which a sale was reported, (C) if the Shares are admitted to quotation on NASDAQ and have not been designated a NMS security, the average of the highest bid and lowest asked prices of the Shares on such system on such date, or (D) if there have been no published bid or asked quotations with respect to Shares on such date, the value established by the Board in good faith and in accordance with Section 422 of the Code.


2.14 "Nonemployee Director" means a Director who is not an officer or employee of the Company or any subsidiary.


2.15 "Option" means an option granted under this Plan to purchase Shares.


2.16 "Optionee" means a person to whom an Option has been granted under the Plan.


2.17 "Parent" means any corporation which is a parent corporation (within the meaning of Section 424(e) of the Code) with respect to the Company.


2.18 "Plan" means the Acuity Brands, Inc. 2001 Nonemployee Directors' Stock Option Plan.


2.19 "Replacement Options" means Options that are issued in substitution of options that were granted under the National Service Industries, Inc. 1992 Nonemployee Directors' Stock Option Plan to nonemployee directors of NSI who do not remain as nonemployee directors of NSI following the spin-off of the Company to the stockholders of NSI. As provided in Section 5.9, the Replacement Options shall have the same material terms and conditions under the Plan as such options had under the National Service Industries, Inc. 1992 Nonemployee Directors Stock Option Plan.


2.20 "Shares" means the common stock, par value $ .01 per share, of the Company.


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3. ADMINISTRATION


3.1 The Plan shall be administered by the Board.


3.2 The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


(a) To construe and interpret the Plan and any Option, to
construe and interpret any condition or restrictions imposed on Shares
acquired pursuant to the exercise of an Option, to define the terms
used herein and to establish, amend, and revoke rules and regulations
for administration of the Plan. The Board in the exercise of this
power, may correct any defect, omission, or incon ...