Form of Incentive Stock Option Agreement

Exhibit 10(iii)A(3)


INCENTIVE STOCK OPTION AGREEMENT

FOR EXECUTIVE OFFICERS


THIS AGREEMENT, made as of abGrant_Datebb (the " Grant Date" ), between Acuity Brands, Inc., a Delaware corporation (the " Company" ), and abFirst_Namebb abMiddlebb abLast_Namebb (the " Optionee" ).


WHEREAS, the Company has adopted the Acuity Brands, Inc. Long-Term Incentive Plan (the " Plan" ) in order to provide additional incentive to certain officers and key employees of the Company and its Subsidiaries; and


WHEREAS, the Optionee performs services for the Company and/or one of its Subsidiaries; and

WHEREAS, the Committee responsible for administration of the Plan has determined to grant the Option to the Optionee as provided herein.


NOW, THEREFORE, the parties hereto agree as follows:


1. Grant of Option .


1.1 The Company hereby grants to the Optionee the right and option (the " Option" ) to purchase all or any part of an aggregate of abShrs_Granted_bb whole Shares subject to, and in accordance with, the terms and conditions set forth in this Agreement and the Plan.


1.2 The Option is intended to qualify as an Incentive Stock Option within the meaning of Section 422 of the Code and shall be so construed; provided, however, that nothing in this Agreement shall be interpreted as a representation, guarantee, or other undertaking on the part of the Company that the Option is or will be determined to be an Incentive Stock Option within the meaning of Section 422 of the Code. To the extent this Option is not treated as an Incentive Stock Option, it will be treated as a Nonqualified Stock Option.


1.3 This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.


1.4 The Option is conditioned upon Optionee' s execution of this Agreement. If the Agreement is not executed by the Optionee, the Option may be canceled by the Committee.

2. Purchase Price .


The price at which the Optionee shall be entitled to purchase Shares upon the exercise of the Option shall be abGrant_Price_bb per Share.


3. Duration of Option .


The Option shall be exercisable to the extent and in the manner provided herein for a period of ten (10) years from the Grant Date (the " Exercise Term" ); provided, however, that the Option may be earlier terminated as provided in Sections 1.4 and 6 hereof.

4. Vesting and Exercisability of Option .

The Option shall vest, and may be exercised, with respect to the Shares as set forth in the Optionee Statement attached hereto and made a part hereof, subject to earlier termination of the Option as provided in Sections 1.4 and 6 hereof or in the Plan. The right to purchase the Shares as they become vested shall be cumulative and shall continue during the Exercise Term unless sooner terminated as provided herein.

5. Manner of Exercise and Payment .

5.1 Subject to the terms and conditions of this Agreement and the Plan, the Option may be exercised by either (i) delivery of written notice to the Company, at its principal executive office or (ii) online notice given to an online broker with which the Company has made arrangement for the exercise of employee stock options, which notice satisfies the form and conditions set forth in such arrangement, which shall be provided to the Grantee from time to time. Such notice shall state that the Optionee is electing to exercise the Option and the number of Shares in respect of which the Option is being exercised and, if delivered in writing to the Company, shall be signed by the person or persons exercising the Option. If requested by the Committee, such person or persons shall (i) deliver this Agreement to the Secretary of the Company who shall endorse thereon a notation of such exercise and (ii) provide satisfactory proof as to the right of such person or persons to exercise the Option.

5.2 The notice of exercise described in Section 5.1 shall be accompanied by the full purchase price for any Shares purchased pursuant to the exercise of an Option and shall be paid in full upon such exercise, (i) in cash, by check, by transferring Shares to the Company or by attesting to the ownership of Shares, upon such terms and conditions as may be acceptable to the Committee or (ii) by such arrangement as is made by the Company with the designated online broker. Any Shares the Optionee transfers to the Company or attests to owning as payment of the purchase price under an Option shall be valued at their Fair Market Value on the day preceding the date of exercise of such Option.


2

5.3 Upon receipt of notice of exercise and full payment for the Shares in respect of which the Option is being exercised, the Company shall, subject to Section 16 of the Plan, take such action as may be necessary to effect the tran ...