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

Section 7.03.          Fees and Expenses.

(a)       Whether or not the Merger is consummated, except as otherwise provided herein, all costs and expenses incurred in connection with the Merger, this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

(b)      In the event that (x) the Company shall have terminated this Agreement pursuant to Section 7.01(d)(ii), (y) Parent shall have terminated this Agreement pursuant to Section 7.01(g) or (z) Parent shall have terminated this Agreement pursuant to Section 7.01(f) and, after the date of this Agreement but prior to the date of the Special Meeting, any person (other than Parent, Merger Sub or their respective affiliates) has made to the Company an Acquisition Proposal or shall have publicly announced an intention (whether or not conditional) to make a proposal or offer relating to an Acquisition Proposal and, within twelve (12) months following such termination, the Company or any of its Subsidiaries, directly or indirectly, (i) enters into a definitive agreement for an Acquisition Proposal with any person who has made an Acquisition Proposal or any affiliate of such person between the date of this Agreement and the date of such termination or (ii) consummates a transaction with respect to an Acquisition Proposal with any person, then the Company shall promptly (and, in any event, within three business days after the later of such termination by Parent, the execution of a definitive agreement for an Acquisition Proposal or the consummation of such Acquisition Proposal, as applicable, or in the case of such termination by the Company, immediately upon such termination) pay to Parent a termination fee of $69 million (the “Parent Termination Fee”).  The Company shall not withhold any amount from the Parent Termination Fee so long as Parent shall have delivered to the Company a duly signed and completed IRS Form W-8BEN (or any successor form thereto) claiming its entitlement as a resident of Italy to an exemption from U.S. federal withholding tax with respect to the Parent Termination Fee pursuant to the income tax treaty between Italy and the United States. The Parent Termination Fee shall be payable by wire transfer of immediately available funds.

(c)       In the event that this Agreement is terminated pursuant to Section 7.01(b) or Section 7.01(c) as a result of the failure to satisfy the Antitrust Regulatory Conditions and provided that the condition set forth in Section 6.01(a) and all conditions to the obligations of Parent and Merger Sub set forth in Section 6.02 have been satisfied on the date this Agreement is terminated (other than the conditions set forth in the last sentence of Section 6.02(b)), Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and, in any event, within three business days after such termination) pay to the Company $80 million (the “Termination and Expense Reimbursement Fee”) as promptly as practicable following such termination of this Agreement.  The Termination and Expense Reimbursement Fee shall be payable by wire transfer of immediately available funds.  The Termination and Expense Reimbursement Fee shall be unconditionally guaranteed by Parent pursuant to that certain Guarantee, in the form attached hereto as Exhibit D, executed and delivered by it concurrently herewith.

(d)      The parties hereto agree that the provisions contained in this Section 7.03 are an integral part of the transactions contemplated by this Agreement, that the damages resulting from the termination of this Agreement as set forth in Sections 7.03(b) and (c) of this

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Agreement are uncertain and incapable of accurate calculation and that the amounts payable pursuant to Sections 7.03(b) and (c) hereof are reasonable forecasts of the actual damages which may be incurred by the parties under such circumstances. The amounts payable pursuant to Sections 7.03(b) and (c) hereof constitute liquidated damages and not a penalty and shall be the sole monetary remedy in the event of termination of this Agreement on the bases specified in such Sections. If either party fails to pay to the other party any amounts due under Sections 7.03(b) and (c) in accordance with the terms hereof, the breaching party shall pay the costs and expenses (including legal fees and expenses) of the other party in connection with any action, including the filing of any lawsuit or other legal action, taken to collect payment.

(e)       Any amounts not paid when due pursuant to this Section 7.03 shall bear interest from the date such payment is due until the date paid at a rate equal to the prime rate of Citibank N.A. in effect on the date such payment was required to be made.

Section 7.04.          Amendment.  This Agreement may be amended by the Company, Parent and Merger Sub at any time prior to the Effective Time, whether before or after any approval of this Agreement by the shareholders of the Company, but, after any such approval, no amendment shall be made which decreases the Merger Price or which adversely affects the rights of the Company’s shareholders hereunder without the approval of such shareholders.  This Agreement may not be amended except by an instrument in writing signed on behalf of all the parties.

Section 7.05.          Extension; Waiver.  Subject to the express limitations herein, at any time prior to the Effective Time, Parent, on the one hand, and the Company, on the other hand, may (i) extend the time for the performance of any of the obligations or other acts of any other party hereto, (ii) waive any inaccuracies in the representations and warranties contained herein by any other party or in any document, certificate or writing delivered pursuant hereto by any other party or (iii) unless prohibited by applicable laws, waive compliance with any of the covenants or conditions contained in this Agreement.  Any agreement on the part of any party to any such extension or waiver shall be valid only if set forth in an instrument in writing signed on behalf of such party.  The failure of any party to assert any of its rights under this Agreement or otherwise will not constitute a waiver of such rights.