Amendment No. 7 to Acuity Brands, Inc. Amended and Restated Severance Agreement with Richard K. Reece

Summary

This amendment, dated October 25, 2017, is between Acuity Brands, Inc. and Richard K. Reece. It modifies their existing Severance Agreement by increasing a compensation percentage from 120% to 125% in a specific section. All other terms of the Severance Agreement remain unchanged. The amendment is effective as of the date signed by both parties.

EX-10.III(A)(45) 2 ayi-20170831xex10iiia45.htm EXHIBIT 10.III(A)(45) Exhibit

Exhibit 10(iii)A(45)

AMENDMENT No. 7

ACUITY BRANDS, INC

AMENDED AND RESTATED SEVERANCE AGREEMENT

THIS AMENDMENT made and entered into as of the 25^th day of October, 2017, by and between ACUITY BRANDS, INC. (the “Company”) and RICHARD K. REECE (“Executive”);

W I T N E S S E T H

WHEREAS, the Company and Executive entered into a Severance Agreement, dated as of April 21, 2006 (“Severance Agreement”), and amended as of October 28, 2009, March 30, 2010, March 28, 2014, October 27, 2014, October 26, 2015, and October 25, 2016, 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 “120%” from clause (i) and substituting “125%” 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: ______________________________

RICHARD K. REECE Vernon J. Nagel

Chairman, President and CEO