Supplemental Deferred Savings Plan

EXHIBIT 10.14


ACUITY BRANDS, INC.


SUPPLEMENTAL DEFERRED SAVINGS PLAN


(Effective as of November 30, 2001)


ACUITY BRANDS, INC.
SUPPLEMENTAL DEFERRED SAVINGS PLAN


TABLE OF CONTENTS


ARTICLE I INTRODUCTION AND ESTABLISHMENT...................................................................... 1


ARTICLE II DEFINITIONS........................................................................................ 2
2.1 "Account".................................................................................... 2
2.2 "Annual Valuation Date"...................................................................... 2
2.3 "Beneficiary"................................................................................ 2
2.4 "Business Unit".............................................................................. 2
2.5 "Change in Capitalization"................................................................... 2
2.6 "Change in Control".......................................................................... 2
2.7 "Class Year Subaccount"...................................................................... 3
2.8 "Code"....................................................................................... 3
2.9 "Company".................................................................................... 3
2.10 "Compensation"............................................................................... 3
2.11 "Deferral Subaccount"........................................................................ 4
2.12 "Effective Date"............................................................................. 4
2.13 "Election Form".............................................................................. 4
2.14 "Employer"................................................................................... 4
2.15 "ERISA"...................................................................................... 4
2.16 "Executive".................................................................................. 4
2.17 "Fair Market Value".......................................................................... 4
2.18 "Fiscal Year"................................................................................ 4
2.19 "Matching Subaccount"........................................................................ 4
2.20 "Participant"................................................................................ 5
2.21 "Plan"....................................................................................... 5
2.22 "Plan Administrator"......................................................................... 5
2.23 "Plan Year".................................................................................. 5
2.24 "Prime Rate"................................................................................. 5
2.25 "Prior Plan"................................................................................. 5
2.26 "Retirement"................................................................................. 5
2.27 "Shares"..................................................................................... 5
2.28 "Subsidiary"................................................................................. 5
2.29 "Supplemental Subaccount".................................................................... 5
2.30 "Termination for Cause"...................................................................... 6
2.31 "Termination of Service"..................................................................... 6
2.32 "Total and Permanent Disability"............................................................. 6
2.33 "Valuation Date"............................................................................. 6


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2.34 "Year of Service"............................................................................ 6


ARTICLE III PARTICIPATION; DEFERRAL ELECTION.................................................................. 7
3.1 Eligibility to Participate................................................................... 7
3.2 Deferral Election............................................................................ 7


ARTICLE IV PARTICIPANTS' ACCOUNTS; EMPLOYER CONTRIBUTION CREDITS.............................................. 9
4.1 Accounting for Participants' Interests....................................................... 9
4.2 Vesting of a Participant's Account........................................................... 11
4.3 Distribution of a Participant's Account...................................................... 11
4.4 Hardship..................................................................................... 13


ARTICLE V PLAN ADMINISTRATOR.................................................................................. 14
5.1 Committee.................................................................................... 14
5.2 Right and Duties............................................................................. 14
5.3 Compensation, Indemnity and Liability........................................................ 14
5.4 Taxes........................................................................................ 15


ARTICLE VI CLAIMS PROCEDURE................................................................................... 16
6.1 Claims for Benefits.......................................................................... 16
6.2 Appeals...................................................................................... 16


ARTICLE VII AMENDMENT AND TERMINATION; CHANGE IN CONTROL...................................................... 17
7.1 Amendments................................................................................... 17
7.2 Termination of Plan.......................................................................... 17
7.3 Change In Control Provisions................................................................. 17


ARTICLE VIII MISCELLANEOUS.................................................................................... 19
8.1 Limitation on Participant's Rights........................................................... 19
8.2 Benefits Unfunded............................................................................ 19
8.3 Other Plans.................................................................................. 19
8.4 Receipt or Release........................................................................... 19
8.5 Governing Law................................................................................ 19
8.6 Gender, Tense, and Headings.................................................................. 20
8.7 Successors and Assigns; Nonalienation of Benefits............................................ 20
8.8 Combination With Other Plan.................................................................. 20


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ARTICLE I
INTRODUCTION AND ESTABLISHMENT


Acuity Brands, Inc. ("Company") hereby establishes the Acuity Brands, Inc. Supplemental Deferred Savings Plan ("Plan") for the benefit of eligible management and highly compensated employees of the Company and its Subsidiaries and Business Units. The Plan is designed to assist and encourage eligible employees to accumulate capital and to supplement their retirement income and to align their interests more closely with those of stockholders. The Plan provides for elective deferrals of an employee's compensation, Company matching contributions and supplemental Company contributions.


The effective date of the Plan is November 30, 2001 ("Effective Date"). The Plan was originally established in connection with the spin-off of the Company from National Service Industries, Inc. ("NSI"), which became effective November 30, 2001. Pursuant to an Employee Benefits Agreement dated as of November 30, 2001, between the Company and NSI, the amounts credited to the Account (including all subaccounts) of certain employees and former employees of NSI and its subsidiaries who were participants in the National Service Industries, Inc. Supplemental Deferred Savings Plan ("Prior Plan") as of 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. As provided for herein, the elections made under the Prior Plan prior to the Effective Date, including elections regarding deferral amounts, timing and manner of payment of benefits, and designation of Beneficiaries, 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).


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ARTICLE II
DEFINITIONS


When used in this Plan, the following terms shall have the meanings set forth below unless a different meaning is plainly required by the context:


2.1 "Account" means the records maintained by the Plan Administrator to determine each Participant's interest under this Plan. Such Account may be reflected as an entry in the Company's (or Employer's) records, or as a separate account under a trust, or as a combination of both. Each Participant's Account shall consist of at least three subaccounts: a Deferral Subaccount to reflect his deferrals of Compensation; a Matching Subaccount for Employer's matching contribution credits; a Supplemental Subaccount for any supplemental Employer contribution credits. The Plan Administrator may establish such additional subaccounts as it deems necessary for the proper administration of the Plan.


2.2 "Annual Valuation Date" means December 31 of each year while the Plan is in effect.


2.3 "Beneficiary" means the person or persons last designated in writing by the Participant to receive the vested amount in his Account in the event of such Participant's death; or if no designation 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 estate or his personal representative.


2.4 "Business Unit" means any of the operating units or divisions of the Company, or its Subsidiaries, designated as a Business Unit by the Plan Administrator.


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) 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 dividend, stock split or reverse stock split, cash dividend, property dividend, combination or exchange of shares, repurchase of shares, public offering, private placement, change in corporate structure or otherwise, which in the judgment of the Plan Administrator is material or significant.


2.6 "Change in Control" means 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


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(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%) 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 subsection (a) above, 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 "Class Year Subaccount" means the subaccount set up under the Deferral Subaccount to reflect the Participant's deferrals for each Plan Year, including amounts previously credited to a Participant's Class Year Subaccount in the Prior Plan and transferred to this Plan as of the Effective Date, and any earnings thereon.


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


2.9 "Company" means Acuity Brands, Inc., a Delaware corporation, or its successor or successors.


2.10 "Compensation" means the annual cash compensation (salary plus annual bonus) paid by the Employer to the Participant for the Plan Year, provided that a bonus actually paid during a subsequent Plan year based upon performance during the preceding Plan Year shall be treated as Compensation for such preceding Plan Year. The Participant's Compensation shall include amounts deferred by the Participant to this Plan and any other deferred compensation plan of the Employer (whether or not qualified), and any salary reduction amounts contributed to a welfare plan. The term "Compensation" shall not include long-term incentive payments, income from stock options or other stock awards, car allowances and non-cash remuneration, such as health benefits, life insurance, and other fringe benefits.


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2.11 "Deferral Subaccount" means the subaccount maintained to reflect the Participant's deferral of Compensation, including amounts previously credited to a Participant's Deferral Subaccount in the Prior Plan and transferred to this Plan as of the Effective Date, and any earnings thereon.


2.12 "Effective Date" means the effective date of this Plan, November 30, 2001.


2.13 "Election Form" means the form prescribed by the Plan Administrator on which a Participant may specify the amount of his Compensation that is to be deferred pursuant to the provisions of Article III, and the manner of payment of his benefits.


2.14 "Employer" means the Company and any Subsidiary or related employer designated by the Company to participate in the Plan.


2.15 "ERISA" means the Employee Retirement Income Security Act of 1974, as amended.


2.16 "Executive" means an officer of the Company, a Subsidiary or one of the Company's Business Units, and other key employees designated as eligible pursuant to Section 3.1. Any dispute regarding any individual's classification shall be determined by the Plan Administrator in its sole discretion.


2.17 "Fair Market Value" means the fair market value of the Shares as determined in good faith by the Plan Administrator; provided, however, that (A) if the Shares are admitted to trading on a national securities exchange, Fair Market Value on any date shall be the closing 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, Fair Market Value on any date shall be 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, or (C) if the Shares are admitted to Quotation on NASDAQ and have not been designated a NMS Security, Fair Market Value on any date shall be the average of the highest bid and lowest asked prices of the Shares on such system on such date.


2.18 "Fiscal Year" means the year commencing on September 1 and ending on August 31 of the following calendar year, or such other 12-month period used by the Company for financial reporting purposes.


2.19 "Matching Subaccount" means the subaccount maintained to reflect the Employer's matching contribution credits, including amounts previously credited to a Participant's Matching Subaccount in the Prior Plan and transferred to this Plan as of the Effective Date, and any earnings thereon.


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2.20 "Participant" means an Eligible Executive as defined in Section 3.1 (or an individual who was an Eligible Executive, including individuals who were participating in the Prior Plan as of the Effective Date), a portion of whose Compensation for any Plan Year has been deferred pursuant to the Plan or who has received Employer Supplemental Subaccount credits, and whose interest in the Plan has not been wholly distributed.


2.21 "Plan" means the Acuity Brands, Inc. Supplemental Deferred Savings Plan, as set forth herein and as it may be amended from time to time.


2.22 "Plan Administrator" means the Company or, if applicable, a committee appointed pursuant to Article V to administer the Plan.


2.23 "Plan Year" means January 1 through the next following December 31. Despite a mid-year Effective Date of the Plan, for all purposes under the Plan, the initial Plan Year shall be deemed a continuation of the Plan Year in progress under the Prior Plan such that the initial Plan Year shall be January 1, 2001 through December 31, 2001.


2.24 "Prime Rate" means the rate of interest publicly announced by Wachovia Bank, N.A. (or its successor) as its prime rate on a particular date (or the next business day if such date is not a business day), as determined by the Plan Administrator, or the prime ...