Assumption Letter Regarding Employment Agreement Between James H. Heagle and Acuity Brands, Inc.

Summary

This letter confirms that, following the spin-off of certain businesses from National Service Industries, Inc. (NSI) to Acuity Brands, Inc., Acuity will assume all obligations under James H. Heagle's existing employment agreement with NSI. Mr. Heagle will become an employee of Acuity or its affiliates, and Acuity will honor the terms of his prior agreement with NSI. The letter is signed by Acuity's Chairman, President, and CEO.

EX-10.22(C) 26 g73259ex10-22c.txt ASSUMPTION LETTER, JAMES H. HEAGLE EXHIBIT 10.22(c) November 28, 2001 Mr. James H. Heagle Dear Mr. Heagle: The terms of your employment with National Service Industries, Inc. ("NSI") are currently covered by a letter agreement ("Agreement") dated March 28, 2000, between you and NSI. As you are aware, effective November 30, 2001, NSI is spinning-off the lighting and chemicals businesses currently held by NSI's subsidiary, Acuity Brands, Inc. ("Acuity"). In connection with the spin-off, you will become an employee of Acuity or one of its affiliates. Acuity hereby agrees to assume the Agreement and to perform all of the obligations of NSI under the Agreement. Sincerely, ACUITY BRANDS, INC. By: /s/ James S. Balloun -------------------------- James S. Balloun Chairman, President and Chief Executive Officer