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

Section 5.06.          Indemnification; Employees and Employee Benefits.

(a)       Parent agrees that all rights to indemnification and advancement of expenses now existing in favor of any individual who at or prior to the Effective Time was a director, officer, employee or agent of the Company or any of its Subsidiaries or who, at the request of the Company or any of its Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (together with such individual’s heirs, executors or administrators, the “Indemnified Parties”) as provided by applicable law and/or in the articles of incorporation and by-laws of the Company and its Subsidiaries existing and in effect on the date hereof and/or indemnification agreements existing and in effect on the date hereof, shall survive the Merger, and shall continue in full force and effect for a period of not less than six years from the Effective Time (or, with respect to any indemnification agreement, the term of such indemnification agreement, if such term is less than six years) unless otherwise required by applicable law, and the indemnification and advancement of expenses provisions of the articles of incorporation and by-laws of the Surviving Corporation and the Subsidiaries of the Company and such indemnification agreements, indemnification and advancement of expenses provisions shall not be amended, repealed or otherwise modified, provided that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such claim or claims shall continue until final disposition of any and all such claims.  From and after the Effective Time, Parent shall cause the Sole Shareholder to assume, be jointly and severally liable for, and

38