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

distributed to the holder of such Restricted Share at the Effective Time, without interest thereon.

(d)      Actions.  Prior to the Effective Time, the Company shall deliver to the holders of Company Options and Company Stock-Based Awards appropriate notices, in form and substance reasonably acceptable to Parent, setting forth such holders’ rights pursuant to this Agreement.  The Company shall take all action as is necessary prior to the Effective Time to terminate all Option Plans (including such actions as are necessary to amend each Option Plan to cancel the Company Options, Company Stock-Based Awards and other rights granted pursuant to such Option Plan) so that at and after the Effective Time, no current or former employee, director, consultant or other person shall have any option to purchase or right to receive any Company Options or Company Stock-Based Awards for his or her benefit.  Not more than ten nor less than three business days prior to the anticipated Effective Time, the Company shall, to the fullest extent permitted by applicable law, deliver to Parent a list, in form reasonably acceptable to Parent, of the number of Company Options and Company Stock-Based Awards expected to be outstanding immediately prior to the Effective Time, and the names of the holders thereof and in each case together with the applicable mailing addresses, tax identification numbers and other information relating to such holders and participants as Parent may reasonably require in connection with the payments to be made pursuant to this Section 1.10.  Parent may take such actions, as promptly as practicable, prior to making any payment under this Section 1.10, as are reasonably necessary and appropriate in order to verify the right of any person to receive such a payment hereunder, the identifying information relating to such person and whether any withholding is required with respect thereto and, if so, the amount thereof.