Amended And Restated Severance Agreement

Exhibit 10(iii)A(46)


ACUITY BRANDS, INC.

AMENDED AND RESTATED SEVERANCE AGREEMENT


THIS AMENDED AND RESTATED AGREEMENT (the " Agreement" ), made and entered into as of this 1st day of August, 2005, by and between ACUITY BRANDS, INC., a Delaware corporation (the " Company" ), and John K. Morgan (the " Executive" ).


W I T N E S S E T H:


WHEREAS, Executive is a key employee of the Company and an integral part of the Company' s management; and


WHEREAS, the Company desires to provide the Executive with certain benefits if the Executive' s employment is terminated under certain circumstances; and

WHEREAS, the Company and the Executive entered into an Amended and Restated Severance Agreement, dated as of January 20, 2004, which the parties now desire to amend and restate as hereinafter provided; and


WHEREAS, the Company and the Executive have determined that it is in their mutual best interests to enter into this amended and restated Agreement;

NOW, THEREFORE, the parties hereby agree as follows:

1. TERM OF AGREEMENT .

Unless earlier terminated as hereinafter provided, this Agreement shall commence on the date hereof and shall be for a rolling, two-year term (the " Term" ) and shall be deemed to extend automatically, without further action by either the Company or Executive, each day for an additional day, such that the remaining term of the Agreement shall continue to be two years; provided, however, that either party may, by written notice to the other, cause this Agreement to cease to extend automatically and, upon such notice, the " Term" of this Agreement shall be the two-year period following the date of such notice and this Agreement shall terminate upon the expiration of such Term. This Agreement shall not be considered an employment agreement and in no way guarantees Executive the right to continue in the employment of the Company or its affiliates. Executive' s employment is considered employment at will, subject to Executive' s right to receive payments and benefits upon certain terminations of employment as provided below.

As of the date hereof, this Agreement is intended to, and shall, supersede and replace in their entirety the severance benefits provided under Executive' s Amended and Restated Severance Agreement, dated as of January 20, 2004.

2. DEFINITIONS . For purposes of this Agreement, the following terms shall have the meanings specified below:

2.1 " Board" or " Board of Directors" - The Board of Directors of Acuity Brands, Inc., or its successor.


2.2 " Cause" - The involuntary termination of Executive by the Company for the following reasons shall constitute a termination for Cause:


(a) If termination shall have been the result of an act or acts by the Executive which have resulted in a conviction by an applicable court of law of a felony (other than traffic-related offenses);

(b) If termination shall have been the result of an act or acts by the Executive which are in the good faith judgment of the Board to be in violation of law or of written policies of the Company and which result in material injury to the Company;

(c) If termination shall have been the result of an act or acts of dishonesty by the Executive resulting or intended to result directly or indirectly in gain or personal enrichment to the Executive at the expense of the Company; or

(d) Upon the continued failure by the Executive substantially to perform the duties reasonably assigned to Executive given Executive' s training and experience (other than any such failure resulting from incapacity due to mental or physical illness not constituting a Disability, as defined herein), after a demand in writing for substantial performance of such duties is delivered by the Board, which demand specifically identifies the manner in which the Company believes that the Executive has not substantially performed his duties, and such failure results in material injury to the Company.

If, in the reasonable good faith judgment of the Board, the events giving rise to the termination for Cause are curable, Executive shall have a period of thirty (30) days from delivery of notice by the Board of such act or acts within which to cure.


2.3 " Company" - Acuity Brands, Inc., a Delaware corporation, or any successor to its business and/or assets.


2.4 " Date of Termination" - The date specified in the Notice of Termination (which may be immediate) as the date upon which the Executive' s employment with the Company is to cease.

2.5 " Disability" - Disability shall have the meaning ascribed to such term in the Company' s long-term disability plan or policy covering the Executive, or in the absence of


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such plan or policy, a meaning consistent with Section 22(e)(3) of the Internal Revenue Code of 1986, as amended.

2.6 " Good Reason" . A " Good Reason" for termination by Executive of Executive' s employment with the Company shall mean the occurrence during the Term (without Executive' s express consent) of any of the following acts by the Company, or failures by the Company to act, and such act or failure to act has not been corrected within thirty (30) days after written notice of such act, or failure to act, is given by Executive to the Company:

(a) a change in Executive' s title of President and Chief Executive Officer of Acuity Lighting Group or Executive Vice President of the Company or a material adverse change in Executive' s duties and responsibilities;

(b) the relocation of the principal office where Executive is required to work to a location more than fifty (50) miles from the City of Atlanta, Georgia (i) for more than six (6) months, or (ii) if for less than six (6) months, without providing for Executive to travel to and from Atlanta, Georgia on a periodic basis at the Company' s expense;


(c) a reduction in base salary and target bonus opportunity (not the bonus actually earned) below the level in effect on the date of this Agreement, unless such reduction is consistent with reductions being made at the same time for other executive officers of the Company;

(d) a material reduction in the aggregate benefits provided to Executive by the Company under its " employee benefits plans" , as defined in Section 3(3) of ERISA (" Company Employee Benefit Plans" ), on the date of this Agreement, except in connection with a reduction in such benefits which is consistent with reductions being made at the same time for other executive officers of the Company;

(e) an insolvency or bankruptcy filing by the Company; or


(f) a material breach by the Company of this Agreement.

2.7 " Notice of Termination" - A written notice from one party to the other party specifying the Date of Termination and which sets forth in reasonable detail the facts and circumstances relating to the basis for termination of Executive' s employment.

2.8 " Severance Period" - A period equal to the lesser of (i) twenty-four (24) months from the Executive' s Date of Termination or (ii) the number of months (rounded to the nearest month) from the Executive' s Date of Termination until the date he attains age 65; provided, however, that the Severance Period shall in no event be less than six (6) months.


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2.9 " Severance Protection Agreement" - An agreement between Executive and the Company providing for the payment of compensation and benefits to Executive in the event of Executive' s termination of employment under certain circumstances following a " change in control" of the Company (as defined in such agreement).

3. SCOPE OF AGREEMENT .

This Agreement provides for the payment of compensation and benefits to Executive in the event his employment (i) is involuntarily terminated by the Company without Cause, or (ii) is terminated by Executive for Good Reason. If Executive is terminated by the Company for Cause, dies, incurs a Disability or voluntarily terminates employment (other than for Good Reason), this Agreement shall terminate, and Executive shall be entitled to no payments of compensation or benefits pursuant to the terms of this Agreement; provided, that in such events, Executive shall be subject to the restrictive covenants set forth in the letter agreement, dated August 1, 2005, between the Company and Executive and not the Restrictive Covenants set forth in Section 5 below; provided, further, that in such events, Executive will be entitled to whatever benefits are payable pursuant to the terms of any health, life insurance, disability, welfare (except for a severance plan or program), retirement, deferred compensation, or other plan or program maintained by the Company.


If, as a result of Executive' s termination of employment, Executive becomes entitled to compensation and benefits under this Agreement and under a Severance Protection Agreement, Executive shall be entitled to receive benefits under whichever agreement provides Executive the greater aggregate compensation and benefits (and not under the other agreement) and there shall be no duplication of benefits.

4. BENEFITS UPON INVOLUNTARY TERMINATION WITHOUT CAUSE OR FOR GOOD REASON


If Executive' s employment is involuntarily terminated by the Company during the term of this Agreement without Cause (and such termination does not arise as a result of Executive' s death or Disability) or if Executive terminates his employment for Good Reason, Executive shall be entitled to the compensation and benefits provided for below, provided that Executive, as provided for in Section 4.10, executes a release of claims substantially in the form attached hereto as Exhibit A. In the event Executive is terminated without Cause or Executive terminates his employment for Good Reason, the Compensation Committee of the Board of Directors may, in its discretion and to provide equitable treatment, grant benefits to Executive in addition to those provided below in circumstances where Executive suffers a diminution of projected benefits as a result of Executive' s termination prior to attainment of age 65, including without limitation, additional retirement benefits and acceleration of long-term incentive awards.

4.1 Base Salary . Executive shall continue to receive his Base Salary (subject to withholding of all applicable taxes ...