Exhibit 10(iii)A(91)
AMENDMENT NO. 1
TO AMENDED AND RESTATED
CHANGE IN CONTROL AGREEMENT
THIS AMENDMENT made as of this 24th day of October, 2008, by and between ACUITY BRANDS, INC. (the
“Company”) and JOHN T. HARTMAN (“Executive”);
WHEREAS, the Company and Executive entered into an Amended and Restated Change In Control Agreement,
dated as of April 21, 2006 (the “CIC Agreement”); and
WHEREAS, the Company has approved certain changes in the CIC Agreement;
NOW, THEREFORE, the CIC Agreement is hereby amended as follows:
1.
Section 3.1(a) is hereby amended by adding the following sentence to the end of the present section:
“In the event Executive becomes entitled to the Pro Rata Bonus under this Section 3.1(a) or under
Section 3.1(b)(1) and also to a bonus under the Company’s incentive plan in connection with a Change in
Control, Executive shall be entitled to receive whichever bonus amount is greater and Executive shall not
receive a duplicate bonus pursuant to such Sections.”
2.
Section 3.1(b)(ii) is hereby amended by deleting the present section in its entirety and substituting the following
in lieu thereof:
“(ii) the Company shall pay the Executive as severance pay and in lieu of any further compensation for
periods subsequent to the Termination Date, in a single payment an amount (the “Severance Amount”) in
cash equal to two (2) times the sum of (A) the greater of the Executive’s base salary in effect on the
Termination Date or at any time during the 90-day period prior to the Change in Control (“Base Salary”) and
(B) the Bonus Amount. Notwithstanding the foregoing, if the Executive has attained at least age 63 on the
Termination Date, the Severance Amount to be paid under this Subsection (ii) shall be the amount described
in the preceding sentence multiplied by a fraction (which in no event shall be less than one-half) the
numerator of which shall be the number of months (for this purpose any partial month shall be considered as
a whole month) remaining until the Executi