ACUITY BRANDS, INC.
THIS AGREEMENT (the “Agreement”), made and entered into as of this day of January, 2004, by and between
ACUITY BRANDS, INC., a Delaware corporation (the “Company”), and James H. Heagle (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 involuntarily under certain circumstances; and
WHEREAS, the Company and the Executive have determined that it is in their mutual best interests to enter into this
NOW, THEREFORE, the parties hereby agree as follows:
TERM OF AGREEMENT .
Unless earlier terminated as hereinafter provided, this Agreement shall commence on the date hereof and shall extend
through July 15, 2010. 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 that Acuity Brands, Inc. Severance Agreement between the Company and Executive effective as of
June 25, 2003, which superseded that Employment Letter Agreement between National Services Industries, Inc. and Executive,
dated March 28, 2000, as assumed by the Company pursuant to that Assumption Letter dated November 28, 2001.
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 ”—T