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

earlier death, resignation or removal in accordance with the articles of incorporation or by-laws of the Surviving Corporation.

Section 1.06.          Officers.  Subject to applicable law and any obligation of the Company under any employment agreement with the relevant person that is in effect as of the Effective Time, the individuals specified by Parent in writing to the Company at least two business days prior to the Closing Date shall be the initial officers of the Surviving Corporation and shall hold office until their respective successors are duly elected and qualified, or their  earlier death, resignation or removal in accordance with the articles of incorporation or by-laws of the Surviving Corporation.

Section 1.07.          Conversion of Shares; Cancellation of Shares.  At the Effective Time, by virtue of the Merger and without any action on the part of the holders thereof, each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held by Parent, Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub, in the treasury of the Company or by any wholly owned Subsidiary of the Company, which Shares, by virtue of the Merger and without any action on the part of the holder thereof, shall each be cancelled and shall cease to exist with no payment being made with respect thereto and, other than any Shares constituting Dissenting Shares (as defined below)), shall be converted into and represent the right to receive in cash the Merger Price from Parent or Merger Sub (through the Paying Agent as provided in Section 2.01).  At the Effective Time, all Shares that have been converted into the right to receive the Merger Price as provided in this Section 1.07 shall be automatically cancelled and shall cease to exist and the holders of certificates which immediately prior to the Effective Time represented such Shares shall cease to have any rights with respect to such Shares other than the right to receive the Merger Price, without interest thereon, upon surrender of such certificates in accordance with Article II hereof.

Section 1.08.          Conversion of Merger Sub Common Stock.  At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation and shall constitute the only outstanding shares of capital stock of the Surviving Corporation.

Section 1.09.          Dissenting Shares.  Notwithstanding anything contained in this Agreement to the contrary and to the extent provided under applicable law, Shares issued and outstanding immediately prior to the Effective Time as to which the holder takes, or forbears from taking, such actions as required to satisfy the requirements for perfecting dissenters’ rights set forth in Chapter 23B.13 of the WBCA and has not effectively withdrawn, waived or lost its dissenters’ rights (the “Dissenting Shares”), shall not be converted into the right to receive the Merger Price.  At the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all Dissenting Shares shall be cancelled and shall cease to exist and shall represent the right to receive only those rights provided under the WBCA.  If, after the Effective Time, any holder of Dissenting Shares is not entitled to payment under Chapter 23B.13, then each Dissenting Share owned by such holder shall be treated as if it had been converted into the

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right to receive the Merger Price as of the Effective Time. The Company shall promptly notify Parent upon the receipt of any written demands for appraisal under Chapter 23B.13 of the WBCA and any withdrawals of such demands or any actions or failure to take actions that result in the loss or waiver of dissenters’ rights, and Parent shall have the right to participate in all negotiations and proceedings with respect to such demands. The Company shall not settle, offer to settle or make any payment with respect to such demands unless it receives prior written consent from Parent, not to be unreasonably withheld, conditioned or delayed, or unless it is required to do so under the WBCA.  Any amount payable to any holder of Dissenting Shares shall be paid in accordance with the WBCA solely by the Surviving Corporation out of its own funds.