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

honor, guarantee and stand surety for, and shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.06.

(b)      Parent agrees that, from and after the Effective Time, the Surviving Corporation shall cause to be maintained in effect for not less than six years (except as provided in the last proviso of this Section 5.06(b)) from the Effective Time the current policies of directors’ and officers’ liability insurance maintained by the Company; provided, however, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less advantageous to the beneficiaries of the current policies and with carriers having an A.M. Best “key rating” of AX or better, provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time, and provided further, that the Surviving Corporation shall first use its reasonable best efforts to obtain from such carriers a so-called “tail” policy providing such coverage and being effective for the full six year period referred to above, and shall be entitled to obtain such coverage in annual policies from such carriers only if it is unable, after exerting such efforts for a reasonable period of time, to obtain such a “tail” policy; and provided further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 250% of the last annual premium paid by the Company prior to the date hereof as set forth in Section 5.06(b) of the Company Disclosure Schedule (or, in the case of a “tail” policy obtained pursuant to the preceding proviso, shall not be required to pay an aggregate premium therefor in excess of an amount equal to six times 250% of such last annual premium) and, if the Surviving Corporation is unable to obtain the insurance required by this Section 5.06(b), it shall obtain as much comparable insurance as possible for an annual premium (or an aggregate premium, as the case may be) equal to such maximum amount.

(c)       In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section.  It is expressly agreed that the Indemnified Parties shall be third party beneficiaries of Section 5.06(a) and Section 5.06(b) above, and of this Section 5.06(c).

(d)      For the period beginning on the Closing Date and ending on December 31, 2008 (the “Continuation Period”), Parent shall cause the Surviving Corporation to provide U.S. Employees with compensation and benefits that are no less favorable in the aggregate, determined on an individual basis, than those provided to such individual under the Company’s Employee Benefit Arrangements applicable to U.S. Employees in effect at the Effective Time or otherwise (exclusive of benefits related to the equity securities of the Company); provided, however, that nothing herein shall prevent the Surviving Corporation from amending or terminating any specific plan, program, policy, practice or arrangement, or require that the Surviving Corporation provide or permit investment in the securities of Parent or the Surviving Corporation, or interfere with the Surviving Corporation’s obligation to make such changes as are necessary to comply with applicable law, or preclude the Surviving

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Corporation from terminating the employment of any Employee for any reason for which the Company could have terminated the employment of such person or that was not prohibited prior to the Effective Time. During the Continuation Period, Parent shall cause the Surviving Corporation to provide Non-U.S. Employees with compensation and benefits that are no less favorable in the aggregate, determined, with respect to each separate country in which such Non-U.S. Employees work, on a group basis rather than on an individual basis for such country, than the less favorable of: (i) those provided under the Company’s Employee Benefit Arrangements for the Non-U.S. Employees in such country; or (ii) those provided by the Company’s Employee Benefit Arrangements for its U.S. Employees, in each case, as in effect as of the Effective Time, but exclusive of benefits related to the equity securities of the Company; provided that, in any event, benefits provided to the Non-U.S. Employees that are immaterial, but customary and reasonable in the local jurisdiction, shall be continued during the Continuation Period.  “U.S. Employees” means employees and former employees of the Company and its Subsidiaries who work or worked in the United States.  “Non-U.S. Employees” means employees and former employees of the Company and its Subsidiaries who work or worked outside the United States.

(e)       Parent and its affiliates (including the Surviving Corporation) shall honor all Employee Benefit Arrangements (including, without limitation, any severance, change of control and similar plans and agreements) in accordance with their terms as in effect immediately prior to the Effective Time (except for such changes made to any Employee Benefit Arrangement between the date hereof and the Effective Time that are not made in compliance with the terms of this Agreement), subject to any amendment or termination thereof after the Effective Time that may be permitted by the terms thereof, and except that Parent and its affiliates shall be permitted to amend or terminate any plan, program, policy, practice or arrangement as permitted pursuant to the proviso in the first sentence in Section 5.06(d) above.

(f)       For all purposes under the employee benefit plans of Parent and its affiliates providing benefits to any Employees after the Effective Time (the “New Plans”), each Employee shall be credited with his or her years of service with the Company and its Subsidiaries prior to the Effective Time (including predecessor or acquired entities or any other entities for which the Company and its Subsidiaries have given credit for prior service), to the same extent as such Employee was entitled, as at the Effective Time, to credit for such service under any similar or comparable plans (except to the extent such credit would result in a duplication of accrual of benefits in whole or in part).  In addition, and without limiting the generality of the foregoing:  (i) each Employee immediately shall be eligible to participate, without any waiting time, in any and all New Plans to the extent coverage under such New Plan replaces coverage under a similar or comparable plan in which such Employee participated immediately before the Effective Time (such plans, collectively, the “Old Plans”); and (ii) for purposes of each New Plan providing medical, dental, pharmaceutical and/or vision benefits to any Employee, Parent shall with respect to fully insured programs use its best efforts to, and with respect to self-insured programs shall, cause all pre-existing condition exclusions and actively-at-work requirements of such New Plan to be waived for such Employee and his or her covered dependents, and Parent shall cause any eligible

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expenses incurred by such Employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such Employee’s participation in the corresponding New Plan begins to be taken into account under such New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements, as well as all maximums or caps with respect to number of visits or annual or lifetime dollar limitations, applicable to such Employee and his or her covered dependents for the applicable plan year as if such amounts had been paid or such visits occurred in accordance with such New Plan.  Notwithstanding the foregoing provisions of this Section 5.01(f) or any other term or provision of this Agreement to the contrary, subject to the requirements, if any, of applicable law, in no event shall any Employee be credited with such years of service in connection with vesting rights under, or be entitled to be a beneficiary under, any pension plan now or hereafter established by Parent or any of its Subsidiaries.

(g)      Section 5.06(g) of the Company Disclosure Schedule sets forth a description of the Company’s Long-Term Incentive Plan (the “LTIP”) as in effect as of the date of this Agreement and includes a list of the Employees of the Company who are, as of the date of this Agreement, grantees of any benefit under the LTIP, specifying for each the particular target benefit held by such person.  Notwithstanding anything in this Agreement to the contrary, the LTIP shall be modified by the Company prior to, but effective as of, the Effective Time, in all material respects, in accordance with the terms of such modification set forth in Section 5.06(g) of the Company Disclosure Schedule, and pursuant to such instruments, documents and resolutions of the Board (or a committee thereof) as shall be reasonably satisfactory in form and substance to Parent.