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

In this letter (including the acknowledgement set out below):

“Confidential Information” means any information relating to the Borrower, the Group, and the Facilities including, without limitation, the information memorandum, provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes

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2. DEFINITIONS

        For the purposes of the Regulation: (i) terms and expressions listed below, underlined and capitalized, are explained; (ii) terms and expressions capitalized and not underlined, contained in one or more of the paragraphs of this Article 2 are defined in other paragraphs of the same Article; and (iii) terms and expressions in the plural are also intended to be defined in the singular, and vice versa.

2.1

"Shares": the ordinary shares of the Company granted to the Beneficiaries that are holders of the Units under the terms and conditions set forth by the Regulation.

2.2

"Beneficiaries": the Employees of the Company or of the Employing Company that may participate in the Plan, determined by the Board of Directors from among those entrusted with strategic key offices in the Company or in the Employing Company.

2.3

"Civil Code": the Italian Civil Code, approved by Royal Decree No. 262 of 16 March 1942, as modified and amended from time to time.

2.4

"Board of Directors": the pro tempore Board of Directors of the Company, or its directors expressly delegated, who will evaluate the Plan, taking any relevant decisions and giving execution to this Regulation.

2.5

"Date of Approval": May 13, 2008, the final date of approval of this Regulation by the shareholders' meeting of the Company.

2.6

"Date of Grant": any date between May 2008 and May 2012 on which the Board of Directors grants Units to the Beneficiaries.

2.7

"Date of Assignment": date of assignment of the Shares to the Beneficiaries.

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2.8

"Termination Date": with respect to any Relationship, the earlier of: (i) the date of termination of the Relationship; and (ii) the date on which the written communication of termination of the Relationship was sent (by registered letter or fax) or hand-delivered.

2.9

"Date of Verification": the date, which shall be between the date on which the Board of Directors approves the consolidated balance sheet as of the end of a Reference Period and the thirtieth subsequent Working Day, on which the Board of Directors will ascertain whether the EPS Target has been achieved.

2.10

"Employees": the employees of the Company or of the Employing Company.

2.11

"EPS": the earnings per share as derived from the Company's US GAAP consolidated balance sheet and equal to the net profit as derived from the relevant balance sheet divided by the total number of shares representing the Company's capital.

2.12

"EPS Target": the targets set forth by the Board of Directors with respect to each Reference Period and determined by the addition of EPS in US dollars ($) for each year included in the Reference Period; achieving the EPS Target will allow the assignment of the Shares.

2.13

"Working Day": each calendar day excluding Saturdays, Sundays, and the other days on which credit entities do not usually do business in Milan.

2.14

"Group": the Company and the other Companies directly or indirectly controlled (pursuant to Article 2359 of the Civil Code) by the Company from time to time.

2.15

"OPA": a takeover bid or an exchange tender offer concerning the Shares of the Company, launched by parties other than the Company.

2.16

"Plan": the present plan governed by the Regulation, addressed to certain Employees and aimed at granting a maximum number of 6,500,000 Units during the Period of Assignment and a maximum number of 2,000,000 Units per year.

2.17

"Period of Assignment": the five-year period starting from the Date of Approval, during which the Board of Directors will be allowed to grant the Beneficiaries the Units.

2.18

"Reference Period": three consecutive fiscal years, the first of which includes the Date of Grant, with respect to which the EPS Target will be determined, and at the end of which the achievement of the EPS Target will be ascertained.

2.19

"Relationship": the existing employment relationship between any Beneficiary and the Company or the relevant Employing Company.

2.20

"Regulation": the present regulation, which defines the criteria, the modalities, and the conditions to implement the Plan.

2.21

"Application Form": the form consistent with the form provided in Annex A, that the Company will hand to each Beneficiary, together with the annexed Regulation that will form an integral part of it. The Application Form will indicate the number of Units relevant to the Reference Period. By signing and delivering the Application Form to the Company, the Beneficiary will convey his/her complete and unconditional agreement to the Plan.

2.22

"Company": Luxottica Group S.p.A., with registered offices at Via C. Cantù 2, Milan.

2.23

"Employing Company": each of the companies of the Group with which one or more Beneficiaries have a Relationship.

2.24

"Substitutive Amount": the amount of money that the Company, at its discretion, may pay to the Beneficiaries instead of the Shares—in whole or in part—to be granted at the Date of Grant, calculated based on the average of the Shares' official prices on the stock market quoted by Borsa Italiana S.p.A. in the month preceding the Date of Assignment or, if the Shares are no longer

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listed, on their normal value pursuant to Article 9 of the Presidential Decree No. 917 of 22 December 1986, as determined by an independent advisor appointed by the Company.

2.25

"Unit": the right to receive one Share under the terms and conditions set forth in the Regulation.

(ii)                                  an extension to the date of payment of any amount under the Finance Documents;

(iii)                               a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;

(iv)                              an increase in or an extension of any Commitment;

(v)                                 a change to the Borrowers or Guarantors;

(vi)                              any provision which expressly requires the consent of all the Lenders;

(vii)                           Clause 2.2 (