ACUITY BRANDS, INC.
LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS AGREEMENT, made and entered into as of the 23rd day of July, 2007 by and between Acuity Brands, Inc., a
Delaware Corporation, (the “Company”) and John K. Morgan (“Grantee”).
W • I • T • N • E • S • S • E • T • H T • H • A • 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; and
WHEREAS, the Company and Grantee have determined that Grantee shall enter into certain non-competition, non-
solicitation, non-recruitment and non-disclosure 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;
NOW, THEREFORE, IT IS AGREED, by and between the Company and Grantee, as follows:
1.1 The Company hereby grants to Grantee an award of 15,810 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 July 23, 2007 (the “Grant Date”).
1.2 This Agreement (including any appendices or exhibits) 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.
2.1 Subject to Sections 2.3, 2.5, and 2.6 below, if the Grantee remains employed by the Company, the Restricted Stock shall
vest in equal annual installments over three (3) years, as follows (each such date on which the Restricted Stock vests is
hereinafter referred to as a “Vesting Date”):