ACUITY BRANDS INC
LONG-TERM INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>11
<FILENAME>g73259ex10-5.txt
<DESCRIPTION>LONG-TERM INCENTIVE PLAN
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.5
                               ACUITY BRANDS, INC.

                            LONG-TERM INCENTIVE PLAN

                       (Effective as of November 30, 2001)

         1.       PURPOSE. The purposes of the Acuity Brands, Inc. Long-Term
Incentive Plan (the "Plan") are to provide additional incentives to those
officers and key executives of Acuity Brands, Inc. (the "Company") and its
Subsidiaries (as hereinafter defined) whose substantial contributions are
essential to the continued growth and profitability of the Company's businesses,
to strengthen their commitment to the Company and its Subsidiaries, to further
motivate those officers and other executives to perform their assigned
responsibilities diligently and skillfully, and to attract and retain competent
and dedicated individuals whose efforts will result in the long term growth and
profitability of the Company and, over time, appreciation in the market value of
its stock. To accomplish these purposes, the Plan provides that the Company may
grant Incentive Stock Options, Nonqualified Stock Options, Aspiration
Achievement Incentive Awards, Restricted Stock, Performance Units and
Performance Shares (as each term is hereinafter defined).

      In connection with the spin-off of the Company by National Service
Industries, Inc. ("NSI"), effective November 30, 2001, Options and Awards will
be granted under this Plan as Replacement Awards to former employees of NSI and
its Subsidiaries who become employees of the Company and its Subsidiaries.

         2.       DEFINITIONS. For purposes of the Plan:

                  (a)      "ADJUSTED FAIR MARKET VALUE" means in the event of a
         Change in Control, the greater of (i) the highest price per share paid
         to holders of the Shares in any transaction (or series of transactions)
         constituting or resulting in a Change in Control or (ii) the highest
         Fair Market Value of a Share during the ninety (90) day period ending
         on the date of a Change in Control.

                  (b)      "AGREEMENT" means the written agreement between the
         Company and an Optionee or Grantee evidencing the grant of an Option or
         Award and setting forth the terms and conditions thereof.

                  (c)      "ASPIRATION ACHIEVEMENT INCENTIVE AWARD" or
         "ASPIRATION AWARD" means an Award granted to an Eligible Employee, as
         described in Section 7 of the Plan.

                  (d)      "AWARD" means a grant of an Aspiration Award,
         Restricted Stock, Performance Awards, or any or all of them.

                  (e)      "BOARD" means the Board of Directors of the Company.

                  (f)      "BUSINESS UNIT" means any of the operating units or
         divisions of the Company, or its Subsidiaries, designated as a Business
         Unit by the Committee.

                  (g)      "CHANGE IN CAPITALIZATION" means any increase or
         reduction in the number of Shares, or any change (including, but not
         limited to, a change in value) or exchange of Shares for a different
         number or kind of shares or other securities of the Company, by reason
         of a reclassification, recapitalization, merger, consolidation,
         reorganization, spin-off, split-up, issuance of warrants or rights or
         debentures, stock dividend, stock split or reverse stock split, cash
         dividend, property dividend, combination or exchange of shares,
         repurchase of shares, public offering, private placement, change in
         corporate structure or otherwise, which in the judgment of the
         Committee is material or significant.

                  (h)      "CHANGE IN CONTROL" means any of the following
         events:

                           (i)      The acquisition (other than from the
                  Company) by any "Person" (as the term is used for purposes of
                  Sections 13(d) or 14(d) of the Exchange Act) of beneficial
                  ownership (within the meaning of Rule 13d-3 promulgated under
                  the Exchange Act) of twenty percent (20%) or more of the
                  combined voting power of the Company's then outstanding voting
                  securities; or


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                           (ii)     The individuals who, as of December 1, 2001,
                  are members of the Board (the "Incumbent Board"), cease for
                  any reason to constitute at least two-thirds of the Board;
                  provided, however, that if the election, or nomination for
                  election by the Company's stockholders, of any new director
                  was approved by a vote of at least two-thirds of the Incumbent
                  Board, such new director shall, for purposes of this
                  Agreement, be considered as a member of the Incumbent Board;
                  or

                           (iii)    A merger or consolidation involving the
                  Company if the stockholders of the Company, immediately before
                  such merger or consolidation do not, as a result of such
                  merger or consolidation, own, directly or indirectly, more
                  than seventy percent (70%) of the combined voting power of the
                  then outstanding voting securities of the corporation
                  resulting from such merger or consolidation in substantially
                  the same proportion as their ownership of the combined voting
                  power of the voting securities of the Company outstanding
                  immediately before such merger or consolidation; or

                           (iv)     A complete liquidation or dissolution of the
                  Company or an agreement for the sale or other disposition of
                  all or substantially all of the assets of the Company.

                  Notwithstanding the foregoing, a Change in Control shall not
         be deemed to occur pursuant to Section 2(g)(i), solely because twenty
         percent (20%) or more of the combined voting power of the Company's
         then outstanding securities is acquired by (i) a trustee or other
         fiduciary holding securities, under one or more employee benefit plans
         maintained by the Company or any of its subsidiaries or (ii) any
         corporation which, immediately prior to such acquisition, is owned
         directly or indirectly by the stockholders of the Company in the same
         proportion as their ownership of stock in the Company immediately prior
         to such acquisition.

                  (i)      "CODE" means the Internal Revenue Code of 1986, as
         amended.

                  (j)      "COMMITTEE" means a committee consisting of two or
         more non-employee members of the Board who are appointed by the Board
         to administer the Plan and to perform the functions set forth herein.

                  (k)      "COMPANY" means Acuity Brands, Inc., a Delaware
         corporation, or any successor corporation.

                  (l)      "DISABILITY" means a physical or mental incapacity
         which impairs the Optionee's or Grantee's ability to substantially
         perform his duties for a period of one hundred eighty (180) consecutive
         days, as determined by the Committee.

                  (m)      "ELIGIBLE EMPLOYEE" means any officer or other
         designated employee of the Company or a Subsidiary designated by the
         Committee as eligible to receive Options or Awards, subject to the
         conditions set forth herein.

                  (n)      "EMPLOYEE BENEFITS AGREEMENT" means the Employee
         Benefits Agreement between NSI and the Company dated as of November 30,
         2001, which provides for the treatment of the employee plans in
         connection with the spin-off of the Company from NSI.

                  (o)      "EXCHANGE ACT" means the Securities Exchange Act of
         1934, as amended.

                  (p)      "FAIR MARKET VALUE" means the fair market value of
         the Shares as determined in good faith by the Committee; provided,
         however, that (A) if the Shares are admitted to trading on a national
         securities exchange, Fair Market Value on any date shall be the last
         sale price reported for the Shares on such exchange on such date or, if
         no sale was reported on such date, on the last date preceding such date
         on which a sale was reported, (B) if the Shares are admitted to
         quotation on the National Association of Securities Dealers Automated
         Quotation System ("NASDAQ") or other comparable quotation system and
         have been designated as a National Market System ("NMS") security, Fair
         Market Value on any date shall be the last sale price reported for the
         Shares on such system on such date or on the last day preceding such
         date on which a sale was reported, or (C) if the Shares are admitted to
         Quotation on NASDAQ and have not been designated a NMS Security, Fair
         Market Value on any date shall be the average of the highest bid and
         lowest asked prices of the Shares on such system on such date.

                  (q)      "GRANTEE" means a person to whom an Award has been
         granted under the Plan.

                  (r)      "INCENTIVE STOCK OPTION" means an Option within the
         meaning of Section 422 of the Code.


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                  (s)      "NAMED EXECUTIVE OFFICER" means an Eligible Employee
         who as of the date of grant, vesting and/or payout of an Award or
         Option is deemed by the Committee to be a "covered employee" as defined
         in Code Section 162(m) and the regulations thereunder.

                  (t)      "NONQUALIFIED STOCK OPTION" means an Option which is
         not an Incentive Stock Option.

                  (u)      "NSI LONG-TERM INCENTIVE PLANS" means the long-term
         incentive plans sponsored by NSI, including the National Service
         Industries, Inc. Long-Term Achievement Incentive Plan, and the National
         Service Industries, Inc. Long-Term Incentive Plan.

                  (v)      "OPTION" means an Incentive Stock Option, a
         Nonqualified Stock Option, or either or both of them.

                  (w)      "OPTIONEE" means a person to whom an Option has been
         granted under the Plan.

                  (x)      "PARTICIPANT" means an Eligible Employee who has an
         outstanding Award or Option under the Plan.

                  (y)      "PERFORMANCE AWARDS" means Performance Units,
         Performance Shares or either or both of them.

                  (aa)     "PERFORMANCE CYCLE" means the time period specified
         by the Committee at the time an Aspiration Award or a Performance Award
         is granted during which the performance of the Company, a Subsidiary or
         a Business Unit will be measured.

                  (bb)     "PERFORMANCE SHARES" means Restricted Stock granted
         under Section 9 of the Plan.

                  (cc)     "PERFORMANCE UNIT" means Performance Units granted
         under Section 9 of the Plan.

                  (dd)     "REPLACEMENT AWARDS" means Options or Awards that are
         issued in substitution of options or grants of restricted stock that
         were granted under the NSI Long-Term Incentive Plans to employees of
         NSI and its Subsidiaries who become employees of the Company and its
         Subsidiaries (or who are otherwise considered Transferred Employees
         under the Employee Benefits Agreement) as of the date of the spin-off
         of the Company to the stockholders of NSI. As provided in Sections 6(j)
         and 8(g), the Replacement Awards shall have the same material terms and
         conditions under the Plan as such awards had under the respective NSI
         Long-Term Incentive Plans.

                  (ee)     "RESTRICTED STOCK" means Shares issued or transferred
         to an Eligible Employee which are subject to restrictions. Restricted
         Stock may be subject to restrictions which lapse over time without
         regard to the performance of the Company, a Subsidiary or a Business
         Unit, pursuant to Section 8 hereof, or may be awarded as Performance
         Shares pursuant to Section 9 hereof.

                  (ff)     "RETIREMENT" means the voluntary termination of
         employment by the Grantee or Optionee at any time on or after the
         Grantee or Optionee attains age 65.

                  (gg)     "SHARES" means the common stock, par value $.01 per
         share, of the Company (including any new, additional or different stock
         or securities resulting from a Change in Capitalization).

                  (hh)     "SUBSIDIARY" means any corporation in an unbroken
         chain of corporations, beginning with the Company (or NSI), if each of
         the corporations other than the last corporation in the unbroken chain
         owns stock possessing 50% or more of the total combined voting power of
         all classes of stock in one of the other corporations in such chain.
         The term "Subsidiary" shall also include a partnership in which the
         Company or a Subsidiary owns 50% or more of the profits interest or
         capital interest in the partnership.

                  (ii)     "SUCCESSOR CORPORATION" means a corporation, or a
         parent or subsidiary thereof within the meaning of Section 424(a) of
         the Code, which issues or assumes an Option in a transaction to which
         Section 424(a) of the Code applies.

                  (jj)     "TEN-PERCENT STOCKHOLDER" means an Eligible Employee
         who, at the time an Incentive Stock Option is to be granted to him,
         owns (within the meaning of Section 422(b)(6) of the Code) stock
         possessing more than ten percent (10%) of the total combined voting
         power of all classes of stock of the Company.


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         (kk) "TERMINATION FOR CAUSE" means the Optionee or Grantee has
terminated employment and has been found by the Committee to be guilty of
theft, embezzlement, fraud or misappropriation of the Company's property
or any action which, if the individual were an officer of the Company,
would constitute a breach of fiduciary duty.

3.       ADMINISTRATION.

         (a)      The Plan shall be administered by the Committee which
shall hold such meetings as may be necessary for the proper administration of
the Plan. No member of the Committee shall be personally liable for any action,
determination or interpretation made in good faith with respect to the Plan, or
any Agreements, Options or Awards under the Plan, and all members of the
Committee shall be fully indemnified by the Company with respect to any such
action, determination or interpretation.

         (b)      Subject to the express terms and conditions set forth
herein, the Committee shall have the power from time to time:

                  (i)      to determine those Eligible Employees to
         whom Options shall be granted under the Plan and the number of
         Incentive Stock Options and/or Nonqualified Stock Options to
         be granted to each Eligible Employee and to prescribe the
         terms and conditions (which need not be identical) of each
         Option, including the purchase price per Share subject to each
         Option, and to make any amendment or modification to any
         Agreement consistent with the terms of the Plan;

                  (ii)     to select those Eligible Employees to whom
         Awards shall be granted under the Plan and to determine the
         amount of Aspiration Award and Shares payable, the number of
         Performance Units, Performance Shares, and/or shares of
         Restricted Stock, to be granted pursuant to each Award, the
         terms and conditions of each Award, including the restrictions
         or performance criteria relating to such Award, the maximum
         value of each Award, and to make any amendment or modification
         to any Agreement consistent with the terms of the Plan;
         provided, however, that the Board can exercise any of the
         powers set forth in this Section 3(b), subject to any
         limitations imposed by Code Section 162(m) or Rule 16b-3 under
         the Exchange Act.

         (c)      Subject to the express terms and conditions set forth
         herein, the Committee shall have the power from time to time:

                  (i)      to construe and interpret the Plan and the
                  Options and Awards granted thereunder and to establish, amend
                  and revoke rules and regulations for the administration of the
                  Plan, including, but not limited to, correcting any defect or
                  supplying any omission, or reconciling any inconsistency in
                  the Plan or in any Agreement, in the manner and to the extent
                  it shall deem necessary or advisable to make the Plan fully
                  effective, and all decisions and determinations by the
                  Committee in the exercise of this power shall be final,
                  binding and conclusive upon the Company, a Subsidiary, and the
                  Optionees and Grantees, as the case may be;

                  (ii)     to determine the duration and purposes for
                  leaves of absence which may be granted to an Optionee or
                  Grantee on an individual basis without constituting a
                  termination of employment or service for purposes of the Plan;

                  (iii)    to exercise its discretion with respect to
                  the powers and rights granted to it as set forth in the Plan;

                  (iv)     generally, to exercise such powers and to
                  perform such acts as are deemed necessary or advisable to
                  promote the best interests of the Company with respect to the
                  Plan.

4.       SHARES SUBJECT TO PROGRAM.

         (a)      The maximum number of Shares that may be issued or
transferred pursuant to Options and Awards under the Plan is 8,100,000 Shares
(or the number and kind of shares of stock or other securities to which such
Shares are adjusted upon a Change in Capitalization pursuant to Section 11) The
Shares may, in the discretion of the Company, be authorized but unissued Shares
or Shares held as treasury shares, including Shares purchased by the Company,
whether on the market or otherwise, or a combination of each.

         (b)      Not more than an aggregate of thirty percent (30%) of the
Shares referred to in Section 4(a) may be issued or transferred in connection
with Aspiration Achievement Incentive Awards made pursuant to Section 7, Awards
of Restricted Stock made pursuant to Section 8, and Awards of Performance Shares
and Performance Units pursuant to Section 9.


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                  (c)      Whenever any outstanding Option or Award or portion
         thereof expires, is canceled or is otherwise terminated for any reason
         (other than by exercise of the Option), the Shares allocable to the
         canceled or otherwise terminated portion of such Option or Award may
         again be the subject of Options and Awards hereunder.

                  (d)      Whenever any Shares subject to an Award or Option are
         forfeited for any reason pursuant to the terms of the Plan, such shares
         may again be the subject of Options and Awards hereunder.

                  (e)      With respect to Shares used to exercise an Option or
         for tax withholding, the Committee shall, in its discretion and in
         accordance with applicable law, determine whether to include such
         shares in determining the maximum number of Shares that may be issued
         under the Plan.

         5.       ELIGIBILITY. Subject to the provisions of the Plan, the
Committee shall have full and final authority to select those Eligible Employees
who will receive Options and/or Awards; provided, however, that no Eligible
Employee shall receive any Incentive Stock Options unless he is an employee of
the Company or a Subsidiary (other than a Subsidiary that is a partnership) at
the time the Incentive Stock Option is granted.

         6.       OPTIONS. The Committee may grant Options in accordance with
the Plan and the terms and conditions of the Option shall be set forth in an
Agreement. The Committee shall have sole discretion in determining the number of
Shares underlying each Option to grant a Participant; provided, however, that in
the case of any Incentive Stock Option granted under the Plan, the aggregate
Fair Market Value (determined at the time such Option is granted) of the Shares
to which Incentive Stock Options are exercisable for the first time by the
Participant during any calendar year (under the Plan and all other incentive
stock option plans of the Company and any Subsidiary) shall not exceed $100,000.
Excluding any Replacement Award, the maximum number of Shares subject to Options
which can be granted under the Plan during a fiscal year of the Company to any
Participant, including a Named Executive Officer, is 500,000 Shares. Each Option
and Agreement shall be subject to the following conditions:

                  (a)      PURCHASE PRICE. The purchase price or the manner in
         which the purchase price is to be determined for Shares under each
         Option shall be set forth in the Agreement, provided, that the purchase
         price per Share under each Option (other than Replacement Awards) shall
         not be less than 100% of the Fair Market Value of a Share on the date
         the Option is granted (110% in the case of an Incentive Stock Option
         granted to a Ten-Percent Stockholder).

                  (b)      DURATION. Options granted hereunder shall be for such
         term as the Committee shall determine, provided that no Option shall be
         exercisable after the expiration of ten (10) years from the date it is
         granted (five (5) years in the case of an Incentive Stock Option
         granted to a Ten-Percent Stockholder). The Committee may, subsequent to
         the granting of any Option, extend the term thereof, but in no event
         shall the term as so extended exceed the maximum term provided for in
         the preceding sentence.

                  (c)      NON-TRANSFERABILITY. Unless the Committee otherwise
         provides in the Agreement, no Option granted hereunder shall be
         transferable by the Optionee, otherwise than by will or the laws of
         descent and distribution, and an Option may be exercised during the
         lifetime of such Optionee only by the Optionee or his guardian or legal
         representative. The terms of such Option shall be final, binding and
         conclusive upon the beneficiaries, executors, administrators, heirs and
         successors of the Optionee.

                  (d)      VESTING. Subject to Section 6(h) hereof, each Option
         shall be exercisable in such installments (which need not be equal or
         the same for each Optionee) and at such times as may be designated by
         the Committee and set forth in the Agreement. To the extent not
         exercised, installments shall accumulate and be exercisable, in whole
         or in part, at any time after becoming exercisable, but not later than
         the date the Option expires. The Committee may accelerate the
         exercisability of any Option or portion thereof at any time.

                  (e)      METHOD OF EXERCISE. The exercise of an Option shall
         be made only by a written notice delivered in person or by mail to the
         Secretary of the Company at the Company's principal executive office
         (or to such other person or address as may be designated by the
         Committee), specifying the number of Shares to be purchased and
         accompanied by payment therefor and otherwise in accordance with the
         Agreement pursuant to which the Option was granted. The purchase price
         for any Shares purchased pursuant to the exercise of an Option shall be
         paid in full upon such exercise, as determined by the Committee in its
         discretion or as provided in the Agreement, in cash, by check, or by
         transferring Shares to the Company or by attesting to the ownership of
         Shares upon such terms and conditions as determined by the Committee.
         The written notice pursuant to this


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<PAGE>

         Section 6(e) may also provide instructions from the Optionee to the
         Company that upon receipt of the purchase price in cash from the
         Optionee's broker or dealer, designated as such on the written notice,
         in payment for any Shares purchased pursuant to the exercise of an
         Option, the Company shall issue such Shares directly to the designated
         broker or dealer. Any Shares the Optionee transfers to the Company or
         attests to owning as payment of the purchase price under an Option
         shall be valued at their Fair Market Value on the day preceding the
         date of exercise of such Option. If requested by the Committee, the
         Optionee shall deliver the Agreement evidencing the Option to the
         Secretary of the Company who shall endorse thereon a notation of such
         exercise and return such Agreement to the Optionee. No fractional
         Shares shall be issued upon exercise of an Option and the number of
         Shares that may be purchased upon exercise shall be rounded to the
         nearest number of whole Shares.

                  (f)      RIGHTS OF OPTIONEES. No Optionee shall be deemed for
         any purpose to be the owner of any Shares subject to any Option unless
         and until (i) the Option shall have been exercised pursuant to the
         terms thereof, (ii) the Company shall have issued and delivered the
         Shares to the Optionee and (iii) the Optionee's name shall have been
         entered as a stockholder of record on the books of the Company.
         Thereupon, the Optionee shall have full voting, dividend and other
         ownership rights with respect to such Shares.

                  (g)      TERMINATION OF EMPLOYMENT. The Agreement shall set
         forth the terms and conditions of the Option upon the termination of
         the Optionee's employment with the Company, a Subsidiary or a Business
         Unit (including an Optionee's ceasing to be employed by a Subsidiary or
         Business Unit as a result of the sale of such Subsidiary or Business
         Unit or an interest in such Subsidiary or Business Unit), as the
         Committee may, in its discretion, determine at the time the Option is
         granted or thereafter, provided, however no Option shall be exercisable
         beyond its maximum term as described in Section 6(b) hereof.

                  (h)      EFFECT OF CHANGE IN CONTROL. Unless otherwise
         provided in the Agreement, in the event of a Change in Control, (i) all
         Options outstanding on the date of such Change in Control shall become
         immediately and fully exercisable and (ii) an Optionee will be
         permitted to surrender for cancellation within sixty (60) days after
         such Change in Control, any Option or portion of an Option to the
         extent not yet exercised and the Optionee will be entitled to receive a
         cash payment in the amount equal to the excess, if any, of (x) (A) in
         the case of a Nonqualified Stock Option, the greater of (1) the Fair
         Market Value, on the date preceding the date of surrender, of the
         Shares subject to the Option or portion thereof surrendered or (2) the
         Adjusted Fair Market Value of the Shares subject to the option or
         portion thereof surrendered or (B) in the case of an Incentive Stock
         Option, the Fair Market Value, at the time of surrender, of the Shares
         subject to the Option or portion thereof surrendered, over (y) the
         aggregate purchase price for such Shares under the Option.

                  (i)      MODIFICATION. Subject to the terms of the Plan, the
         Committee may, in its discretion, modify outstanding Options.
         Notwithstanding the foregoing, (a) no modification of an Option shall
         adversely alter or impair any rights or obligations under the Agreement
         without the Optionee's consent, and (b) the Committee shall not have
         authority to materially modify outstanding options or accept the
         surrender of outstanding options and grant new options in substitution
         for them or to change the exercise price of any outstanding Option.

                  (j)      REPLACEMENT AWARDS. Each Replacement Award for an
         option granted under the NSI Long-Term Incentive Plans shall reflect
         the adjustments provided for in the Employee Benefits Agreements and
         shall have the same material terms and conditions as the award it
         replaces under the NSI Long-Term Incentive Plans, as determined by the
         Committee. Notwithstanding any other provision in this Plan to the
         contrary, no Replacement Award in substitution of an award that
         qualified as an Incentive Stock Option immediately before the grant of
         the Replacement Award shall contain any term that is materially more
         favorable than the terms of the substituted award which makes the award
         no longer qualify as an Incentive Stock Option.

         7.       ASPIRATION ACHIEVEMENT INCENTIVE AWARDS.

                  (a)      GRANT OF ASPIRATION AWARDS. Subject to the terms of
         the Plan, the Committee may grant Aspiration Awards to Eligible
         Employees. The Committee shall have the discretion to determine the
         amount of each Aspiration Award and the other terms and conditions
         relating to the grant of such awards.

                  (b)      TERMS OF ASPIRATION AWARDS. The following rules shall
         apply to the Aspiration Awards:

                           (i)      Prior to or at the beginning of the
                  Performance Cycle (or within such time period as is permitted
                  by Code Section 162(m) and the regulations thereunder), the
                  Committee shall determine, based upon the Participant's salary
                  and level of responsibility, the Aspiration Award applicable
                  to the Participant. The Award will contain performance levels


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<PAGE>

                  related to the Performance Measure(s) that will determine the
                  actual award the Participant will receive at the end of the
                  Performance Cycle. The Committee will select one or more of
                  the Performance Measures listed on Appendix A (which
                  objectives may be different for different Participants or
                  Performance Cycles) for purposes of the Aspiration Awards
                  under the Plan. Performance Measures may be in respect of the
                  performance of the Company and its Subsidiaries on a
                  consolidated basis, or a Subsidiary or a Business Unit, or
                  some combination of the foregoing. Performance levels with
                  respect to a Performance Measure may be absolute or relative
                  and may be expressed in terms of a progression within a
                  specified range. The agreement for an Aspiration Award may
                  provide for such adjustments to the financial performance of
                  the Company (or a Business Unit or Subsidiary) for the
                  Performance Cycle as the Committee deems appropriate and are
                  not inconsistent with Code Section 162(m). Aspiration Awards
                  may also include performance levels that relate to individual
                  achievements or goals. Except with respect to Named Executive
                  Officers, the Committee may establish additional Performance
                  Measures for purposes of Aspiration Awards under the Plan.
                  Further, in the event that applicable tax and/or securities
                  laws (including, but not limited to, Code Section 162(m) and
                  Section 16 of the Exchange Act) change to permit Committee
                  discretion to alter the governing Performance Measures for
                  Named Executive Officers without obtaining stockholder
                  approval of such changes, the Committee shall have sole
                  discretion to make such changes without obtaining stockholder
                  approval.

                           (ii)     No Participant may receive an Aspiration
                  Award in excess of $4 million with respect to a single
                  Performance Cycle.

                  (c)      EARNING OF ASPIRATION AWARDS. After the applicable
         Performance Cycle has ended, the Committee shall certify the extent to
         which the performance levels for the Performance Measure(s) have been
         achieved. In addition to any adjustments provided for by the Agreement,
         the Committee may, in determining whether the performance levels have
         been met, adjust the financial results for a Performance Cycle to
         exclude the effect of unusual charges or income items, or other events
         (such as acquisitions or divestitures and equity and other
         restructurings), which are distortive of financial results for the
         Performance Cycle; provided, that, with respect to Named Executive
         Officers, in determining financial results, items whose exclusion from
         consideration will increase the Award shall only have their effects
         excluded if they constitute "extraordinary" or "unusual" events or
         items under generally accepted accounting principles and all such
         events and items shall be excluded. The Committee shall also adjust the
         performance calculations to exclude the unanticipated effect on
         financial results of changes in the Code, or other tax laws, and the
         regulations thereunder. The Committee may decrease the amount of an
         Award otherwise payable if, in the Committee's view, the financial
         performance during the Performance Cycle justifies such adjustment,
         regardless of the extent to which the Performance Measure was achieved.

                  The Agreement may provide the Committee with the right, during
         a Performance Cycle or after it has ended, to revise the performance
         levels for the Performance Measure and the Award amounts, if unforeseen
         events (including, without limitation, a Change in Capitalization, an
         equity restructuring, an acquisition or a divestiture) occur which have
         a substantial effect on the financial results and which in the judgment
         of the Committee make the application of the performance levels unfair
         unless a revision is made. For Named Executive Officers, such changes
         shall be made in a manner that is not inconsistent with Code Section
         162(m).

                  (d)      FORM AND TIMING OF PAYMENT OF ASPIRATION AWARDS. The
         Agreement shall set forth the manner in which payment of earned
         Aspiration Awards will be made. Payment will be made in cash or in
         Shares, or in a combination of cash and Shares, as determined by the
         Committee in the Agreement. Payment will be made as soon as practical
         after the end of the Performance Cycle to which the Award relates.
         Unless the Committee provides otherwise in the Agreement, for purposes
         of the portion of the Award paid in Shares, the Shares shall be valued
         as the average of their Fair Market Value for the last 10 trading days
         of the Performance Cycle. Notwithstanding the foregoing, the Committee
         may permit a Participant to elect to surrender all or a portion of an
         earned Aspiration Award in exchange for Options upon such terms and
         conditions as may be established by the Committee. The Committee may,
         in its sole discretion, defer payment of an Award or a portion thereof
         and provide for payment at a later date, if the Committee believes such
         payment if not deferred would violate Section 162(m).

                  (e)      TERMINATION OF EMPLOYMENT. The Agreement shall set
         forth the terms and conditions of the Aspiration Award upon the
         termination of the Participant's employment with the Company,
         Subsidiary or a Business Unit (including a Participant's ceasing to be
         employed by a Subsidiary or Business Unit as a result of the sale of
         such Subsidiary or Business Unit or an interest in such Subsidiary or
         Business Unit), as the Committee may, in its discretion, determine at
         the time the Aspiration Award is granted or thereafter.


                                       7

<PAGE>

                  (f)      NONTRANSFERABILITY. Unless the Agreement provides
         otherwise, Aspiration Awards may not be sold, transferred, pledged,
         assigned or otherwise alienated or hypothecated, other than, if amounts
         are payable after the Participant's death, by will or by the laws of
         descent and distribution.

                  (g)      EFFECT OF CHANGE IN CONTROL. In the event of a Change
         in Control, the Participant shall earn and become entitled to payment
         of such portion of the Aspiration Award as set forth in the Agreement.
         The time of payment of the Aspiration Award and the form of such
         payment shall also be as set forth in the Agreement.

         8.       RESTRICTED STOCK. The Committee may grant Awards of Restricted
Stock, and may issue Shares of Restricted Stock in payment in respect of
Aspiration Awards or vested Performance Units (as hereinafter provided in
Section 9(b)), which shall be evidenced by an Agreement between the Company and
the Grantee. Shares of Restricted Stock may be granted or awarded based upon the
achievement of such Performance Measures (as listed on Appendix A) as the
Committee may determine and subject to such other terms and conditions as the
Committee may specify. Each Agreement shall contain such restrictions, terms and
conditions as the Committee may, in its discretion, determine and (without
limiting the generality of the foregoing) such Agreements may require that an
appropriate legend be placed on Share certificates. Subject to the terms of the
Plan, the Committee may modify outstanding Awards of Restricted Stock.
Notwithstanding the foregoing, no modification of an award shall adversely alter
or impair any rights or obligations under the Agreement without the Grantee's
consent. The aggregate maximum number of Shares that may be awarded under a
Restricted Stock Award and an Award of Performance Shares and Performance Units
to a Participant during any fiscal year of the Company is 100,000 Shares and
Units. Awards of Restricted Stock shall be subject to the following terms and
provisions:

                  (a)      RIGHTS OF GRANTEE. Shares of Restricted Stock granted
         pursuant to an Award hereunder shall be recorded in the name of the
         Grantee as soon as reasonably practicable after the Award is granted,
         provided that the Grantee has executed an Agreement evidencing the
         Award, the appropriate blank stock powers and, in the discretion of the
         Committee, an escrow agreement and any other documents which the
         Committee may require as a condition to the issuance of such Shares. If
         a Grantee shall fail to execute the documents which the Committee may
         require within the time period prescribed by the Committee at the time
         the Award is granted, the Award shall be null and void. At the
         discretion of the Committee, Shares issued in connection with a
         Restricted Stock Award shall be deposited together with the stock
         powers with an escrow agent designated by the Committee. Unless the
         Committee determines otherwise and as set forth in the Agreement, upon
         delivery of the Shares to the escrow agent, the Grantee shall have all
         of the rights of a stockholder with respect to such Shares, including
         the right to vote the Shares and to receive all dividends or other
         distributions paid or made with respect to the Shares.

                  (b)      NONTRANSFERABILITY. Unless the Agreement provides
         otherwise, until any restrictions upon the Shares of Restricted Stock
         awarded to a Grantee shall have lapsed in the manner set forth in
         Section 8(c), such Shares shall not be sold, transferred or otherwise
         disposed of and shall not be pledged or otherwise hypothecated, nor
         shall they be delivered to the Grantee.

                  (c)      LAPSE OF RESTRICTIONS.

                           (i)      GENERALLY. Restrictions upon Shares of
                  Restricted Stock awarded hereunder shall lapse at such time or
                  times and on such terms and conditions as the Committee may
                  provide in the Agreement.

                           (ii)     EFFECT OF CHANGE IN CONTROL. Unless the
                  Agreement provides otherwise, in the event of a Change in
                  Control, all restrictions upon any Shares of Restricted Stock
                  (other than Performance Shares) shall lapse immediately and
                  all such Shares shall become fully vested in the Grantee.

                  (d)      TERMINATION OF EMPLOYMENT. The Agreement shall set
         forth the terms and conditions that shall apply upon the termination of
         the Grantee's employment with the Company, a Subsidiary or a Business
         Unit (including a forfeiture of Shares for which the restrictions have
         not lapsed upon Grantee's ceasing to be employed) as the Committee may,
         in its discretion, determine at the time the Award is granted or
         thereafter.

                  (e)      TREATMENT OF DIVIDENDS. At the time the Award of
         Shares of Restricted Stock is granted, the Committee may, in its
         discretion, determine that the payment to the Grantee of dividends, or
         a specified portion thereof, declared or paid on such Shares by the
         Company shall be (i) deferred until the lapsing of the restrictions
         imposed upon such Shares and (ii) held by the Company for the account
         of the Grantee until such time. In the event of such deferral, there
         shall be credited at the end of each year (or portion thereof) interest
         on the amount of the account at the beginning of the year at a rate per
         annum as the


                                       8

<PAGE>

         Committee, in its discretion, may determine. Payment of deferred
         dividends, together with interest accrued thereon, shall be made upon
         the lapsing of restrictions imposed on such Shares, and any dividends
         deferred (together with any interest accrued thereon) in respect of any
         Shares of Restricted Stock shall be forfeited upon the forfeiture of
         such Shares pursuant to Section 8(d) or otherwise.

                  (f)      DELIVERY OF SHARES. Upon the lapse of the
         restrictions on Shares of Restricted Stock, the Committee shall cause a
         stock certificate to be delivered to the Grantee with respect to such
         Shares, free of all restrictions hereunder (except any restrictions
         under Section 17).

                  (g)      REPLACEMENT AWARDS. Each Replacement Award for
         restricted stock granted under the NSI Long-Term Incentive Plans shall
         reflect the adjustments provided for in the Employee Benefits
         Agreements and shall have the same material terms and conditions as the
         award it replaces under the NSI Long-Term Incentive Plans, as
         determined by the Committee.

         9.       PERFORMANCE AWARDS.

                  (a)      PERFORMANCE OBJECTIVES. The Committee will select one
         or more of the Performance Measures listed on Appendix A attached
         hereto for purposes of Performance Awards under the Plan. Performance
         Measures may be in respect of the performance of the Company and its
         Subsidiaries (which may be on a consolidated basis), a Subsidiary or a
         Business Unit, or any combination of the foregoing. Performance Awards
         may also include performance levels that relate to individual
         achievements or goals. Performance objectives may be absolute or
         relative and may be expressed in terms of a progression within a
         specified range, with the Grantee becoming vested in (i) a minimum
         percentage of such Performance Awards in the event the Minimum
         Acceptable Objective is met or, if surpassed, a greater percentage (ii)
         an intermediate percentage of such Performance Awards in the event the
         Good Objective is met or, if surpassed, a greater percentage and (iii)
         one hundred percent (100%) of such Performance Awards in the event the
         Maximum Realistic Objective is met or surpassed. In addition to
         adjustments provided for by the Agreement, the Committee may, in
         determining whether the performance levels have been met, adjust the
         financial results for a Performance Cycle to exclude the effect of
         unusual charges or income items, or other events (such as acquisition
         or divestitures and equity and other restructurings), which are
         distortive of financial results for the Performance Cycle; provided,
         that, with respect to Named Executive Officers, in determining
         financial results, items whose exclusion from consideration will
         increase the Award shall only have their effects excluded if they
         constitute "extraordinary" or "unusual" events or items under generally
         accepted accounting principles and all such events and items shall be
         excluded. The Committee shall also adjust the performance calculations
         to exclude the unanticipated effect on financial results of changes in
         the Code, or other tax laws, and the regulations thereunder. The
         Committee may decrease the amount of an Award otherwise payable if, in
         the Committee's view, the financial performance during the Performance
         Cycle justifies such adjustment, regardless of the extent to which the
         Performance Measure was achieved.

                  The Agreement may provide the Committee with the right, during
         a Performance Cycle or after it has ended, to revise the performance
         levels for the Performance Measure and the Award amounts, if unforeseen
         events (including, without limitation, a Change in Capitalization, an
         equity restructuring, an acquisition or a divestiture) occur which have
         a substantial effect on the financial results and which in the judgment
         of the Committee make the application of the performance levels unfair
         unless a revision is made. For Named Executive Officers, such changes
         shall be made in a manner that is not inconsistent with Code Section
         162(m).

                  Except with respect to Named Executive Officers, the Committee
         may establish additional Performance Measures for purposes of
         Performance Awards under the Plan. Further, in the event that
         applicable tax and/or securities laws (including, but not limited to,
         Code Section 162(m) and Section 16 of the Exchange Act) change to
         permit Committee discretion to alter the governing Performance Measures
         for Named Executive Officers without obtaining stockholder approval of
         such changes, the Committee shall have sole discretion to make such
         changes without obtaining stockholder approval.

                  The aggregate maximum number of Performance Units and
         Performance Shares and Shares of Restricted Stock a Participant may be
         awarded for any fiscal year of the Company shall be 100,000 Units and
         Shares.

                  (b)      PERFORMANCE UNITS. The Committee may grant
         Performance Units, the terms and conditions of which shall be set forth
         in an Agreement between the Company and the Grantee. Each Performance
         Unit shall, contingent upon the attainment of specified performance
         objectives within the Performance Cycle, represent one (1) Share. Each
         Agreement shall specify the number of the Performance Units to which it
         relates, the performance objectives which must be satisfied in order
         for the


                                       9

<PAGE>

         Performance Units to vest, the Performance Cycle within which such
         objectives must be satisfied, and the form of payment in respect of
         vested Performance Units.

                           (i)      VESTING AND FORFEITURE. A Grantee shall
                  become vested with respect to the Performance Units to the
                  extent that the performance objectives set forth in the
                  Agreement are satisfied for the Performance Cycle. Subject to
                  Section 9(d) hereof, if the Minimum Acceptable Objective
                  specified in the Agreement is not satisfied for the applicable
                  Performance Cycle, the Grantee's rights with respect to the
                  Performance Units shall be forfeited.

                           (ii)     PAYMENT OF AWARDS. Payment of Performance
                  Units to Grantees in respect of vested Performance Units shall
                  be made within sixty (60) days after the last day of the
                  Performance Cycle to which such Award relates. Subject to
                  Section 9(d), such payments may be made entirely in Shares,
                  entirely in cash, or in such combination of Shares and cash as
                  the Committee in its discretion, shall determine at any time
                  prior to such payment, provided, however, that if the
                  Committee in its discretion determines to make such payment
                  entirely or partially in Shares of Restricted Stock, the
                  Committee must determine the extent to which such payment will
                  be in Shares of Restricted Stock at the time the Award is
                  granted. Except as provided in Section 9(d), and except as the
                  Committee otherwise provides in the Agreement, if payment is
                  made in the form of cash, the amount payable in respect of any
                  Share shall be equal to the average of the Fair Market Value
                  of such Share for the last ten (10) trading days of the
                  Performance Cycle.

                           (iii)    TERMINATION OF EMPLOYMENT. The Agreement
                  shall set forth the terms and conditions of the Award of
                  Performance Units upon the termination of the Grantee's
                  employment with the Company, a Subsidiary, or a Business Unit
                  (including a Grantee's ceasing to be employed by a Subsidiary
                  or Business Unit as a result of the sale of such Subsidiary or
                  Business Unit or an interest in such Subsidiary or Business
                  Unit) as the Committee may, in its discretion, determine at
                  the time the Award is granted or thereafter.

                  (c)      PERFORMANCE SHARES. The Committee, in its discretion,
         may grant Awards of Performance Shares and shall be evidenced by an
         Agreement between the Company and the Grantee. Each Agreement shall
         contain such restrictions, if any, and the terms and conditions as the
         Committee may, in its discretion, require, and (without limiting the
         generality of the foregoing) such Agreements may require that an
         appropriate legend be placed on Share certificates. Awards of
         Performance Shares shall be subject to the following terms and
         provisions:

                           (i)      RIGHTS OF GRANTEE. The Committee shall
                  provide at the time an Award of Performance Shares is made,
                  the time or times at which the Performance Shares granted
                  pursuant to such Award hereunder shall be issued in the name
                  of the Grantee; provided, however, that no Performance Shares
                  shall be issued until the Grantee has executed an Agreement
                  evidencing the Award, the appropriate blank stock powers and,
                  in the discretion of the Committee, an escrow agreement and
                  any other documents which the Committee may require as a
                  condition to the issuance of such Performance Shares. If a
                  Grantee shall fail to execute the documents which the
                  Committee may require within the time period prescribed by the
                  Committee at the time the Award is granted, the Award shall be
                  null and void. At the discretion of the Committee, Shares
                  issued in connection with an Award of Performance Shares shall
                  be deposited together with the stock powers with an escrow
                  agent designated by the Committee. Except as restricted by the
                  terms of the Agreement, upon delivery of the Shares to the
                  escrow agent, the Grantee shall have, in the discretion of the
                  Committee, all of the rights of a stockholder with respect to
                  such Shares, including the right to vote the shares and to
                  receive all dividends or other distributions paid or made with
                  respect to the shares.

                           (ii)     NONTRANSFERABILITY. Unless the Agreement
                  provides otherwise, until any restrictions upon the
                  Performance Shares awarded to a Grantee shall have lapsed in
                  the manner set forth in Sections 9(c)(3) or 9(d), such
                  Performance Shares shall not be sold, transferred or otherwise
                  disposed of and shall not be pledged or otherwise
                  hypothecated, nor shall they be delivered to the Grantee. The
                  Committee may also impose such other restrictions and
                  conditions on the Performance Shares, if any, as it deems
                  appropriate.

                           (iii)    LAPSE OF RESTRICTIONS. Subject to Section
                  9(d), restrictions upon Performance Shares awarded hereunder
                  shall lapse and such Performance Shares shall become vested at
                  such time or times and on such terms, conditions and
                  satisfaction of performance and other objectives as the
                  Committee may, in its discretion, determine at the time an
                  Award is granted.

                           (iv)     TERMINATION OF EMPLOYMENT. The Agreement
                  shall set forth the terms and conditions of the Award of
                  Performance Shares upon the termination of the Grantee's
                  employment with the Company, a Subsidiary or a Division


                                       10

<PAGE>

                  (including a Grantee's ceasing to be employed by a Subsidiary
                  or Division as a result of the sale of such Subsidiary or
                  Division or an interest in such Subsidiary or Division) as the
                  Committee may, in its discretion, determine at the time the
                  Award is granted or thereafter.

                           (v)      TREATMENT OF DIVIDENDS. At the time the
                  Award of Performance Shares is granted, the Committee may, in
                  its discretion, determine that the payment to the Grantee of
                  dividends, or a specified portion thereof, declared or paid on
                  Performance Shares issued by the Company to the Grantee shall
                  be (i) deferred until the lapsing of the restrictions imposed
                  upon such Performance Shares and (ii) held by the Company for
                  the account of the Grantee until such time. In the event of
                  such deferral, there shall be credited at the end of each year
                  (or portion thereof) interest on the amount of the account at
                  the beginning of the year at a rate per annum as the
                  Committee, in its discretion, may determine. Payments of
                  deferred dividends, together with interest accrued thereon as
                  aforesaid, shall be made upon the lapsing of restrictions
                  imposed on such Performance Shares, except that any dividends
                  deferred (together with any interest accrued thereon) in
                  respect of any Performance Shares shall be forfeited upon the
                  forfeiture of such Performance Shares pursuant to Section
                  9(c)(iv) or otherwise.

                           (vi)     DELIVERY OF SHARES. Upon the lapse of the
                  restrictions on Performance Shares awarded hereunder, the
                  Committee shall cause a stock certificate to be delivered to
                  the Grantee with respect to such Shares, free of all
                  restrictions hereunder.

                  (d)      EFFECT OF CHANGE IN CONTROL. Unless the Agreement
         provides otherwise, in the event of a Change in Control:

                           (i)      With respect to the Performance Units, the
                  Grantee shall (i) become vested in a percentage of Performance
                  Unit as determined by the Committee at the time of the Award
                  of such Performance Units and as set forth in the Agreement
                  and (ii) be entitled to receive in respect of all Performance
                  Units which become vested as a result of a Change in Control,
                  a cash payment within ten (10) days after such Change in
                  Control equal to the product of the Adjusted Fair Market Value
                  of a Share multiplied by the number of Performance Units which
                  become vested in accordance with this Section 9(d); and

                           (ii)     With respect to the Performance Shares, all
                  restrictions shall lapse immediately on all or a portion of
                  the Performance Shares as determined by the Committee at the
                  time of the Award of such Performance Shares and as set forth
                  in the Agreement.

                  (e)      NONTRANSFERABILITY. Unless the Agreement provides
         otherwise, no Performance Awards shall be transferable by the Grantee
         otherwise than by will or the laws of descent and distribution.

                  (f)      DEFINITIONS. For purposes of Performance Awards, the
         following definitions shall apply:

                           (i)      "GOOD OBJECTIVE" means a challenging and
         above average level of performance of the Company, a Subsidiary or a
         Business Unit during a Performance Cycle for which a performance Award
         is granted, as determined by the Committee at the time such Performance
         Award is granted.

                           (ii)     "MAXIMUM REALISTIC OBJECTIVE" means an
         excellent level of performance of the Company, a Subsidiary or a
         Business Unit during a Performance Cycle for which a Performance Award
         is granted, as determined by the Committee at the time such Performance
         Award is granted.

                           (iii)    "MINIMUM ACCEPTABLE OBJECTIVE" means a
         minimum level of performance of the Company, a Subsidiary or a Business
         Unit during a Performance Cycle for which a Performance Award is
         granted, as determined by the Committee at the time such Performance
         Award is granted.

         10.      LOANS.

                  (a)      The Company or any Subsidiary may make loans to a
         Grantee or Optionee in connection with the exercise of an Option,
         subject to the following terms and conditions and such other terms and
         conditions not inconsistent with the Plan including the rate of
         interest, if any, as the Committee shall impose from time to time.


                                       11

<PAGE>

                  (b)      No loan made under the Plan shall exceed the sum of
         (i) the aggregate purchase price payable pursuant to the Option with
         respect to which the loan is made, plus (ii) the amount of the
         reasonably estimated income taxes payable by the Optionee or Grantee
         with respect to the Option or Award. In no event may any such loan
         exceed the Fair Market Value, at the date of exercise, of any such
         Shares.

                  (c)      No loan shall have an initial term exceeding ten (10)
         years; provided, however, that loans under the Plan shall be renewable
         at the discretion of the Committee.

                  (d)      Loans under the Plan may be satisfied by an Optionee
         or Grantee, as determined by the Committee, in cash or, with the
         consent of the Committee, in whole or in part by the transfer to the
         Company of Shares whose Fair Market Value on the date preceding the
         date of such payment is equal to the cash amount for which such Shares
         are transferred.

                  (e)      A loan shall be secured by a pledge of Shares with a
         Fair Market Value of not less than the principal amount of the loan.
         After partial repayment of a loan, pledged Shares no longer required as
         security may be released into escrow or pursuant to the terms of the
         Option, Award or escrow agreement to the Optionee or Grantee.

         11.      ADJUSTMENT UPON CHANGES IN CAPITALIZATION.

                  (a)      In the event of a Change in Capitalization, the
         Committee shall determine in its discretion, exercised in good faith,
         the appropriate adjustments, if any, to the maximum number and class of
         Shares or other stock or securities with respect to which Options or
         Awards may be granted under the Plan (in the aggregate and to an
         individual Participant), the number and class of Shares or other stock
         or securities which are subject to outstanding Options or Awards
         granted under the Plan, and the purchase price therefor, if applicable.

                  (b)      Any such adjustment in the Shares or other stock or
         securities subject to outstanding Incentive Stock Options (including
         any adjustments in the purchase price) shall be made in such manner as
         not to constitute a modification as defined by Section 424(h)(3) of the
         Code and only to the extent otherwise permitted by Sections 422 and 424
         of the Code.

                  (c)      If, by reason of a Change in Capitalization, a
         Grantee of an Award shall be entitled to, or an Optionee shall be
         entitled to exercise an Option with respect to, new, additional or
         different shares of stock, securities, Aspiration Awards, Performance
         Units or Performance Shares (other than rights or warrants to purchase
         securities), such new, additional or different shares shall thereupon
         be subject to all of the conditions, restrictions and performance
         criteria which were applicable to the Aspiration Awards, Performance
         Units or Performance Shares pursuant to the Award or Shares subject to
         the Option, as the case may be, prior to such Change in Capitalization.

         12.      EFFECT OF CERTAIN TRANSACTIONS. Subject to Sections 6(h),
7(g), 8(c)(ii) and 9(d), in the event of (i) the liquidation or dissolution of
the Company or (ii) a merger or consolidation of the Company (a "Transaction"),
the Plan and the Options and Awards issued hereunder shall continue in effect in
accordance with their respective terms and each Optionee and Grantee shall be
entitled to receive in respect of each Share subject to any outstanding Options
or Awards, as the case may be, upon exercise of any Option or Award or payment
or transfer in respect of any Award, the same number and kind of stock,
securities, cash, property, or other consideration that each holder of a Share
was entitled to receive in the Transaction in respect of a Share.

         13.      RELEASE OF FINANCIAL INFORMATION. A copy of the Company's
annual report to stockholders shall be delivered to each Optionee and Grantee at
the time such report is distributed to the Company's stockholders. Upon
reasonable request the Company shall furnish as soon as reasonably practicable,
to each Optionee and Grantee a copy of its most recent annual report and each
quarterly report and current report filed under the Exchange Act since the end
of the Company's prior fiscal year.

         14.      FOREIGN EMPLOYEES. In order to facilitate the making of any
grant of Options or Awards under this Plan, the Committee may provide for such
special terms for Options or Awards to Participants who are foreign nationals or
who are employed by the Company or any Subsidiary outside of the United States
of America as the Committee may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom, which special terms may be
contained in an Appendix attached hereto. Moreover, the Committee may approve
such supplements to or amendments, restatements or alternative versions of this
Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such
document as having been approved and adopted in the same manner as this Plan. No
such special terms, supplements, amendments or restatements, however, shall
include any



                                       12
<PAGE>

provisions that are inconsistent with the terms of this Plan as then in effect
unless this Plan could have been amended to eliminate such inconsistency without
further approval by the shareholders of the Company.

         15.      TERMINATION AND AMENDMENT OF THE PLAN.

                  (a)      The Plan shall terminate on November 6, 2011, and no
         Option or Award may be granted thereafter. The Board may sooner
         terminate or amend the Plan (other than to reduce the rights of
         Optionees and Grantees, as the case may be, under Sections 6(h), 7(g),
         8(c)(ii) and 9(d)), at any time and from time to time; provided,
         however, that to the extent legally required, no amendment shall be
         effective unless approved by the stockholders of the Company in
         accordance with applicable law and regulations at an annual or special
         meeting.

                  (b)      Except as provided in Sections 11 and 12 hereof,
         rights and obligations under any Option or Award granted before any
         amendment of the Plan shall not be adversely altered or impaired by
         such amendment, except with the consent of the Optionee or Grantee, as
         the case may be.

         16.      NONEXCLUSIVITY OF THE PLAN. The adoption of the Plan by the
Board shall not be construed as amending, modifying or rescinding any previously
approved incentive arrangement or as creating any limitations on the power of
the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than
under the Plan, and such arrangements may be either applicable generally or only
in specific cases.

         17.      LIMITATION OF LIABILITY. As illustrative of the limitations of
liability of the Company, but not intended to be exhaustive thereof, nothing in
the Plan shall be construed to:

                  (a)      give any person any right to be granted an Option or
         Award other than at the sole discretion of the Committee;

                  (b)      give any person any rights whatsoever with respect to
         Shares except as specifically provided in the Plan;

                  (c)      limit in any way the right of the Company to
         terminate the employment of any person at any time (with or without
         Cause); or

                  (d)      be evidence of any agreement or understanding,
         expressed or implied, that the Company will employ any person in any
         particular position at any particular rate of compensation or for any
         particular period of time.

         18.      REGULATION AND OTHER APPROVALS; GOVERNING LAW.

                  (a)      This Plan and the rights of all persons claiming
         hereunder shall be construed and determined in accordance with the laws
         of the State of Delaware without giving effect to the conflicts of laws
         principles thereof, except to the extent that such law is preempted by
         federal law.

                  (b)      The obligation of the Company to sell or deliver
         Shares with respect to Options and Awards granted under the Plan shall
         be subject to all applicable laws, rules and regulations, including all
         applicable federal and state securities laws, and the obtaining of all
         such approvals by governmental agencies as may be deemed necessary or
         appropriate by the Committee.

                  (c)      The Plan is intended to comply with Rule 16b-3
         promulgated under the Exchange Act and the Committee shall interpret
         and administer the provisions of the Plan or any Agreement in a manner
         consistent therewith. Any provisions inconsistent with such Rule shall
         be inoperative and shall not affect the validity of the Plan.

                  (d)      The Board may make such changes as may be necessary
         or appropriate to comply with the rules and regulations of any
         government authority, or to obtain for Eligible Employees granted
         Incentive Stock Options the tax benefits under the applicable
         provisions of the code and regulations promulgated thereunder.

                  (e)      Each Option and Award is subject to the requirement
         that, if at any time the Committee determines, in its discretion, that
         the listing, registration or qualification of Shares issuable pursuant
         to the Plan is required by any securities exchange or under any state
         or federal law, or the consent or approval of any governmental
         regulatory body is necessary or desirable as a condition of, or in
         connection with, the grant of an Option or the issuance of Shares, no
         Options shall be granted or payment


                                       13

<PAGE>

         made or Shares issued, in whole or in part, unless such listing,
         registration, qualification, consent or approval has been effected or
         obtained free of any conditions as acceptable to the Committee.

                  (f)      Notwithstanding anything contained in the Plan to the
         contrary, in the event that the disposition of Shares acquired pursuant
         to the Plan is not covered by a then current registration statement
         under the Securities Act of 1933, as amended, and is not otherwise
         exempt from such registration, such Shares shall be restricted against
         transfer to the extent required by the Securities Act of 1933, as
         amended, and Rule 144 or other regulations thereunder. The Committee
         may require any individual receiving Shares pursuant to the Plan, as a
         condition precedent to receipt of such Shares (including upon exercise
         of an Option), to represent and warrant to the Company in writing that
         the Shares acquired by such individual are acquired without a view to
         any distribution thereof and will not be sold or transferred other than
         pursuant to an effective registration thereof under said Act or
         pursuant to an exemption applicable under the Securities Act of 1933,
         as amended, or the rules and regulations promulgated thereunder. The
         certificates evidencing any of such Shares shall be appropriately
         legended to reflect their status as restricted securities as aforesaid.

                  (g)      In the event that changes are made to Code Section
         162(m) to permit greater flexibility with respect to any Award or
         Option under the Plan, the Committee may, subject to this Section 18,
         make any adjustments it deems appropriate in such Award or Option.

         19.      MISCELLANEOUS.

                  (a)      MULTIPLE AGREEMENTS. The terms of each Option or
         Award may differ from other Options or Awards granted under the Plan at
         the same time, or at some other time. The Committee may also grant more
         than one Option or Award to a given Eligible Employee during the term
         of the Plan, either in addition to, or in substitution for, one or more
         Options or Awards previously granted to that Eligible Employee. The
         grant of multiple Options and/or Awards may be evidenced by a single
         Agreement or multiple Agreements, as determined by the Committee.

                  (b)      WITHHOLDING OF TAXES.

                           (i)      The Company shall have the right to deduct
                  from any distribution of cash to any Optionee or Grantee, an
                  amount equal to the federal, state and local income taxes and
                  other amounts as may be required by law to be withheld (the
                  "Withholding Taxes") with respect to any Option or Award. If
                  an Optionee or Grantee is entitled to receive Shares upon
                  exercise of an Option or pursuant to an Award, the Optionee or
                  Grantee shall pay the Withholding Taxes to the Company prior
                  to the issuance, or release from escrow, of such Shares. In
                  satisfaction of the Withholding Taxes to the Company, the
                  Optionee or Grantee may make an irrevocable written election
                  (the "Tax Election"), which may be accepted or rejected in the
                  discretion of the Committee, to have withheld a portion of the
                  Shares issuable to him or her upon exercise of the Option or
                  pursuant to an Award having an aggregate Fair Market Value
                  equal to the Withholding Taxes.

                           (ii)     If an Optionee makes a disposition, within
                  the meaning of Section 424(c) of the Code and regulations
                  promulgated thereunder, of any Share or Shares issued to him
                  pursuant to his exercise of an Incentive Stock Option within
                  the two-year period commencing on the day after the date of
                  the grant or within the one-year period commencing on the day
                  after the date of transfer of such Share or Shares to the
                  Optionee pursuant to such exercise, the Optionee shall, within
                  ten (10) days of such disposition, notify the Company thereof,
                  by delivery of written notice to the Company at its principal
                  executive office, and immediately deliver to the Company the
                  amount of Withholding Taxes.

                  (c)      DESIGNATION OF BENEFICIARY. To the extent applicable
         to the type of Award, each Grantee (other than an Optionee) may
         designate a person or persons to receive in the event of his or her
         death, any Award or any amount payable pursuant thereto, to which he or
         she would then be entitled under the terms of the Plan. Such
         designation will be made upon forms supplied by and delivered to the
         Company and may be revoked in writing.

                  (d)      DEFERRAL. The Committee may permit a Participant to
         defer to another plan or program such Participant's receipt of Shares
         or cash that would otherwise be due to such Participant by virtue of
         the exercise of an Option, earning of an Aspiration Award, the vesting
         of Restricted Stock or the earning of Performance Awards. If any such
         deferral election is required or permitted, the Committee shall, in its
         sole discretion, establish rules and procedures for such payment
         deferrals.

         20.      EFFECTIVE DATE. This Plan shall be effective November 30,
2001.



                                       14
<PAGE>

                  IN WITNESS WHEREOF, the Plan has been executed by the Company
      on this 28th day of November, 2001, to be effective on the Effective Date.


                                       ACUITY BRANDS, INC.



                                       By: /s/ James S. Balloun
                                          --------------------------------------
                                          James S. Balloun
                                          Chairman, President and
                                            Chief Executive Officer


                                       15

<PAGE>

                                   APPENDIX A
                                       TO
                               ACUITY BRANDS, INC.
                            LONG-TERM INCENTIVE PLAN

<TABLE>
<CAPTION>
PERFORMANCE MEASURE                                                     GENERAL DEFINITION
--------------------                                                    ------------------
<S>                                                                     <C>
AATP Margin ................................................            AATP divided by Sales

Adjusted After-Tax Profit (AATP) ...........................            APTP minus book income taxes (reported tax rate
                                                                        applied to APTP)

Adjusted Pre-Tax Profit (APTP) .............................            Income before provision for income taxes plus
                                                                        interest expense plus implied interest on
                                                                        capitalized operating leases. The measure may
                                                                        include or exclude income from discontinued
                                                                        operations, extraordinary items, changes in
                                                                        accounting principles, and restructuring expense.

Capitalized Economic Profit ................................            Economic Profit divided by a predetermined rate
                                                                        reflecting the cost of capital

Capitalized Entity Value ...................................            Sum of average invested capital in the
                                                                        business and the Capitalized Economic Profit

Capitalized Equity Value ...................................            Capitalized Entity Value minus total debt

Cashflow ...................................................            Net cash provided by operating activities
                                                                        less net cash used for investing activities

Cashflow Return on Capital .................................            Cashflow divided by average invested capital

Cashflow Return on Capitalized Entity/Equity Value .........            Cashflow divided by Capitalized Entity/Equity
                                                                        Value

Cashflow Return on Investment ..............................

Change in Price of Shares ..................................

Earnings Per Share .........................................            Primary or fully diluted earnings per share

Economic Profit ............................................            AATP minus a charge for capital

Net Income .................................................            Net income as reported in NSI's annual financial
                                                                        statements or the books and records of its
                                                                        segments. The measure may include or exclude
                                                                        income from discontinued operations,
                                                                        extraordinary items, changes in accounting
                                                                        principles, and restructuring expense.

Net Income Return on Capital ...............................            Net Income divided by average invested capital

Return on Assets (ROA) .....................................            Net Income divided by average total assets

Return on Equity (ROE) .....................................            Net Income divided by average stockholders'
                                                                        equity

Return on Gross Investment .................................            Sum of Net Income plus depreciation divided by
                                                                        sum of average invested capital plus accumulated
                                                                        depreciation

Return on Invested Capital .................................            Net Income or AATP divided by average
                                                                        invested capital

Return on Net Assets (RONA) ................................            Net Income, APTP, or income before taxes,
                                                                        divided by average net assets

Sales ......................................................            Net sales of products and service revenues

Sales Growth ...............................................            Percentage change in Sales from year to year

Total Return to Stockholders ...............................            Percentage change in stockholder value (stock
                                                                        price plus reinvested dividends)
</TABLE>



                                       16




</TEXT>
</DOCUMENT>
