Form of Restricted Stock Award Agreement

Exhibit 10(iii)A(6)


[For U.S. Participants with Severance Agreements]


ACUITY BRANDS, INC.

LONG-TERM INCENTIVE PLAN


RESTRICTED STOCK AWARD AGREEMENT


THIS AGREEMENT, made and entered into as of abGrant_Datebb by and between Acuity Brands, Inc., a Delaware Corporation, (the " Company" ) and abFirst_Namebb abMiddlebb abLast_Namebb (" Grantee" ).


W ullet I ullet T ullet N ullet E ullet S ullet S ullet E ullet T ullet H T ullet H ullet A ullet T:


WHEREAS, the Company maintains the Acuity Brands, Inc. Long-Term Incentive Plan (the " Plan" ), and Grantee has been selected by the Committee to receive a Restricted Stock Award under the Plan;

WHEREAS, the Company and Grantee have determined that Grantee shall enter into certain non-competition, non-solicitation and non-recruitment covenants, attached hereto as Exhibits A, B and C respectively, in consideration for receipt of the Restricted Stock award pursuant hereto, receipt of any such awards that Grantee may receive in the future, continued employment, and other good and valuable consideration, and ;

NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows:


1. Awards of Restricted Stock


1.1 The Company hereby grants to Grantee an award of abShrs_Granted_bb Shares of restricted stock (" Restricted Stock" ), subject to, and in accordance with, the restrictions, terms, and conditions set forth in this Agreement. The grant date of this award of Restricted Stock is abGrant_Datebb (the " Grant Date" ).


1.2 This Agreement (including any appendices) shall be construed in accordance 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.


2. Restrictions


2.1 Subject to Sections 2.3, 2.5, 2.6 and 2.7 below, if the Grantee remains employed by the Company, the Restricted Stock shall vest as follows:


Number of Shares

Vesting Date

abShrs_Vest_1bb abDate_Vest_1bb

abShrs_Vest_2bb abDate_Vest_2bb

abShrs_Vest_2bb abDate_Vest_2bb

abShrs_Vest_2bb abDate_Vest_2bb


2.2 Except as otherwise provided below, on each Vesting Date, Grantee shall own the Vested Shares of Restricted Stock free and clear of all restrictions imposed by this Agreement (except those imposed by Section 3.4 below). The Company shall transfer the Vested Shares of Restricted Stock to an unrestricted account in the name of the Grantee as soon as practical after each Vesting Date. For purposes of this Agreement, employment with a Subsidiary of the Company or service as a member of the Board of Directors of the Company shall be considered employment with the Company.

2.3 In the event, prior to the Vesting Date, (i) Grantee dies while actively employed by the Company, or (ii) Grantee has his employment terminated by reason of Disability, any Restricted Stock shall become fully vested and nonforfeitable as of the date of Grantee' s death or Disability. The Company shall transfer the Shares of Restricted Stock, free and clear of any restrictions imposed by this Agreement (except for Section 3.4) to Grantee (or, in the event of death, his surviving spouse or, if none, to his estate) as soon as practical after his date of death or termination for Disability.


2.4 In exchange for receipt of consideration in the form of the Restricted Stock award pursuant to this Agreement, the prospect of receiving such awards in the future, continued employment, and other good and valuable consideration, Grantee agrees that, in the event he elects to terminate his employment with the Company on a voluntary basis (" Voluntary Termination" ), for twelve (12) months following the date of such Voluntary Termination (the " Restricted Period" ), Grantee shall comply with the non-competition, non-recruitment, and non-disclosure restrictions attached hereto as Exhibits A, B and C, respectively (the " Restrictive Covenants" ). The parties hereto recognize that Grantee may experience periodic material changes in his job title and/or to the principal duties, responsibiliti ...