Amendment No. 5 to Acuity Brands, Inc. Amended and Restated Severance Agreement with Mark A. Black

Summary

This amendment, effective October 26, 2015, updates the severance agreement between Acuity Brands, Inc. and executive Mark A. Black. The change increases a specific compensation percentage from 90% to 100% in Section 4.2 of the agreement, affecting the benefits payable if Mr. Black's employment is terminated under certain conditions. All other terms of the original severance agreement remain unchanged.

EX-10.(III)A(57) 3 ayi-2015831xex10iiia57.htm EXHIBIT 10.(III)A(57) Exhibit

Exhibit 10(iii)A(57)

AMENDMENT No. 5

ACUITY BRANDS, INC

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDMENT made and entered into as of the 26^th day of October, 2015, by and between ACUITY BRANDS, INC. (the “Company”) and MARK A. BLACK (“Executive”);

W I T N E S S E T H

WHEREAS, the Company and Executive entered into a Severance Agreement, dated as of November 19, 2008 (“Severance Agreement”), and amended as of October 28, 2009, March 30, 2010, March 28, 2014, and October 27, 2014, providing for the payment of certain compensation and benefits to Executive if Executive’s employment is terminated under certain circumstances; and

WHEREAS, the parties now desire to amend the Severance Agreement in the manner hereinafter provided;

NOW, THEREFORE, the Severance Agreement is hereby amended, as follows:

Section 4.2 is hereby amended by deleting “90%” from clause (i) and substituting “100%” in lieu thereof.

This Amendment to the Severance Agreement shall be effective as of the date of this Amendment. Except as hereby modified, the Severance Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

COMPANY

EXECUTIVE ACUITY BRANDS, INC.

______________________________ By: ______________________________

MARK A. BLACK Vernon J. Nagel

Chairman, President and CEO