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

after the date of this Agreement any liability of the Company or any Subsidiary that exceeds or would exceed, together with any liability referred to in the last sentence of Section 3.20, $5,000,000 in the aggregate.

(j)        With respect to each Foreign Plan: (i) if intended to be funded or book-reserved, the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the reserve shown on the financial statements of the Company for any unfunded Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the projected benefit obligations, as of the Effective Time, with respect to all current and former participants in such plan based on reasonable, country-specific actuarial assumptions and valuations, and no transaction contemplated by this Agreement shall cause such assets or insurance obligations or book reserve to be less than such projected benefit obligations; (ii) each Foreign Plan is in material compliance with all registration requirements and has been maintained in good standing with the appropriate regulatory authorities; and (iii) each Foreign Plan intended to qualify for special tax treatment is in material compliance with all requirements for such treatment. To the knowledge of the Company, with respect to employees outside the United States, none of the Company or any Subsidiary has made any ex-gratia or voluntary payment to any such employee by way of superannuation, pension allowance or otherwise.

(k)       Each of the Company’s “nonqualified deferred compensation plans” within the meaning of Code Section 409A (and associated Treasury Department guidance) has been operated in good faith compliance (as determined in accordance with applicable Treasury Department guidance) with Code Section 409A

(l)        Except as set forth in Section 3.13(l) of the Company Disclosure Schedule:  (i) there is no contract, agreement, plan or arrangement covering any employee, former employee, independent contractor or former independent contractor of the Company or any of its Subsidiaries that, individually or collectively could give rise to (or already has resulted in) a payment by the Company (or the provision by the Company of any other benefit such as accelerated vesting) that would not be deductible by reason of Code Section 280G or subject to an excise tax under Code Section 4999; (ii) neither the Company nor any of its Subsidiaries has any indemnity obligation for any excise Taxes imposed under Code Section 4999; and (iii) neither the Company nor any of its Subsidiaries has made any payments (or is required to make any payments pursuant to the terms of an existing contract) that are not deductible under Code Section 162(m).

Section 3.14.          Intellectual Property. “Intellectual Property” shall mean all intellectual property, including (a) patents and applications therefor, including all continuations, divisionals, continuations-in-part, provisionals, reissues, reexaminations, substitutions and extensions thereof, (b) trademarks, service marks, trade names, trade dress, logos, corporate names and other source or business identifiers, together with the goodwill symbolized by any of the foregoing, and all applications, registrations, renewals and extensions thereof, (c) all Internet domain names, (d) copyrights, and all registrations, applications, renewals, extensions and reversions thereof, (e) trade secret rights in information, including trade secret rights in any

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formula, pattern, compilation, program, device, method, technique, or process, that (i) derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use, and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy and (f) all other intellectual property or proprietary rights in discoveries, know-how, inventions, processes and techniques, and other proprietary or confidential information.

(a)       Section 3.14(a) of the Company Disclosure Schedule sets forth an accurate and complete list as of the date of this Agreement of all issued patents and pending patent applications, registered trademarks, pending trademark applications for registration of trademarks, service mark registrations and service mark applications, registered copyrights, and pending applications for registration of copyrights owned by the Company or any of its Subsidiaries (“Registered Intellectual Property”).  Section 3.14(a) of the Company Disclosure Schedule lists (i) the jurisdictions in which each such item of Registered Intellectual Property has been issued or registered or in which any such application for issuance or registration has been filed, (ii) the registration or application date, as applicable, for each such item of Registered Intellectual Property and (iii) the registration or application number, as applicable, for each such item of Registered Intellectual Property.

(b)      The Company or any of its Subsidiaries is (i) the sole and exclusive owner of all right, title and interest in and to all of the Registered Intellectual Property listed or required to be listed in Section 3.14(b) of the Company Disclosure Schedule free and clear of all Liens and (ii) licensed or otherwise has a valid right to use all material Intellectual Property used in or necessary for the conduct of its business as currently conducted.

(c)       To the knowledge of the Company, the conduct of the business of the Company and its Subsidiaries as currently conducted does not infringe, constitute an unauthorized use or misappropriation of, or violate any Intellectual Property or privacy or publicity right of any person, in each of the foregoing cases, in any material respect.

(d)      Except as set forth in Section 3.14(d) of the Company Disclosure Schedule, to the knowledge of the Company, no person is infringing, violating, or misappropriating any Company-owned Intellectual Property, in each of the foregoing cases, in any material respect, and no written claims or, to the knowledge of the Company, unwritten claims alleging such infringement, violation or misappropriation have been made since January 1, 2005 against any person by the Company or any of its Subsidiaries.

(e)       The Company and the Subsidiaries have taken commercially reasonable measures to protect the confidentiality of all material trade secrets and any other material confidential information of the Company and its Subsidiaries (and any material confidential information owned by a third person to whom the Company or any of its Subsidiaries has a confidentiality obligation).