Luxottica Group, S.p.A. (LUX)

  Adjustments.   Appropriate adjustment in the maximum number of Ordinary Shares subject to Options under the Plan, and, to the extent determined by the Board to be necessary to prevent dilution or enlargement of Participants’ rights, to the number of Ordinary Shares subject to and the Exercise Price of each Option, shall be made to give effect to any increase or decrease in the number of issued Ordinary Shares resulting from a subdivision or consolidation of shares whether through reorganization, recapitalization, stock split, reverse stock split, spin-off, split-off, spin-out, or other distribution of assets to stockholders, stock distributions or combination of shares, assumption and conversion of outstanding Options due to an acquisition by the Company of the stock or assets of any other corporation, payment of stock dividends, other increase or decrease in the number of such shares outstanding effected without receipt of consideration by the Company, or any other occurrence for which the Board determines an adjustment is appropriate. On the basis of information known to the Company, the Board shall make all determinations relating to the applicability and interpretation of this Section 10, and all such determinations shall be conclusive and binding.

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