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

Section 8.02.          Entire Agreement; Assignment.

(a)       This Agreement (including the documents and the instruments referred to herein) together with the Confidentiality Agreements constitutes the entire agreement and supersedes all prior agreements, understandings, representations and warranties, both written and oral, among the parties to this Agreement with respect to the subject matter hereof and thereof.  No representation, warranty, inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties.

(b)      Neither this Agreement nor any of the rights, interests or obligations hereunder will be assigned by any of the parties hereto (whether by operation of law or otherwise) without the prior written consent of the other party.  Any purported assignment not permitted under this Section 8.02(b) will be null and void ab initio.  Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Section 8.03.          Validity.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, each of which shall remain in full force and effect.

Section 8.04.          Notices.  All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, by overnight courier or facsimile to the respective parties as follows:

If to Parent or Merger Sub:

Luxottica Group S.p.A.

Via C. Cantù 2
20123 Milan, Italy
Facsimile:  011 39 02 8699 6550
Attention:  Enrico Cavatorta,
                  Chief Financial Officer

with a copy to:

Winston & Strawn LLP
200 Park Avenue
New York, New York  10166
Facsimile:  212 294 4700
Attention:  Jonathan Goldstein

If to the Company:

Oakley, Inc.
One Icon
Foothill Ranch, California 92610
Facsimile:  949 454 0394
Attention:  Cos Lykos,
                  Vice President of Business Development

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with a copy to:

Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Suite 3400
Los Angeles, California  90071
Facsimile:  213 687 5600
Attention:  Jerome L. Coben and Jeffrey H. Cohen

or to such other address as the person to whom notice is given may have previously furnished to the other in writing in the manner set forth above (provided that notice of any change of address shall be effective only upon receipt thereof).