Nonemployee Director Deferred Stock Unit Plan

EXHIBIT 10.17


ACUITY BRANDS, INC.


NONEMPLOYEE DIRECTOR DEFERRED STOCK UNIT PLAN


1. Purpose.


The Acuity Brands, Inc. Nonemployee Director Deferred Stock Unit Plan ("Plan") is intended to increase the alignment of the interests of eligible members of the Board with the interests of stockholders of Acuity Brands, Inc. (the "Corporation") by increasing their incentive to contribute to the success of the Corporation's business through the grant of Deferred Stock Units, as hereinafter defined, on the terms and conditions set forth herein. The Plan is effective as of December 1, 2001, and is established in connection with the spin-off of the Corporation by National Service Industries, Inc., as a successor plan to the National Service Industries, Inc. Nonemployee Director Deferred Stock Unit Plan.


2. Definitions. When used in this Plan, unless the context otherwise
requires:


2.1 "Annual Fee" shall mean the annual fee payable, in cash or under this Plan, to an Eligible Director for service on the Board.


2.2 "Board" shall mean the Board of Directors of the Corporation.


2.3 "Chairman Fee" shall mean the fee, if any, payable in cash or under this Plan to an Eligible Director for service as the Chairman of a committee of the Board.


2.4 "Change of Control" shall mean:


(a) The acquisition (other than from the Corporation) by
any "Person" (as the term person 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 Corporation's
then outstanding voting securities; or


(b) The individuals who, as of the Effective Date, 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 Corporation'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 Corporation
if the stockholders of the Corporation, 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 Corporation outstanding immediately before
such merger or consolidation; or


(d) A complete liquidation or dissolution of the
Corporation or an agreement for the sale or other disposition of all or
substantially all of the assets of the Corporation.


Notwithstanding the foregoing, a Change in Control shall not
be deemed to occur pursuant to paragraph (i) solely because twenty
percent (20%) or more of the combined voting power of the Corporation'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 Corporation 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 Corporation in the
same proportion as their ownership of stock in the Corporation
immediately prior to such acquisition.


2.5 "Committee" shall mean the Compensation Committee of the Board or such other committee as may be designated by the Board. In the absence of the appointment of a Committee, the Board shall serve as the Committee.


2.6 "Corporation" shall mean Acuity Brands, Inc., a Delaware corporation.


2.7 "Date of Grant" shall mean the date on which Deferred Stock Units are granted pursuant to Article V.


2.8 "Deferred Stock Units" shall mean the units issued pursuant to Article V hereof.


2.9 "Effective Date" shall mean December 1, 2001, the date when this Plan shall go into effect.


2.10 "Eligible Director" shall mean each member of the Board who is not at the time of reference an employee of the Corporation or any Subsidiary.


2.11 "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


2.12 "Fair Market Value" shall mean the average of the high and low sales prices of a share of Stock as reported on the New York Stock Exchange Composite ...