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

(a)       by the mutual written consent of Parent and the Company;

(b)      by Parent or the Company, if the Effective Time shall not have occurred on or prior to March 20, 2008 (as extended pursuant to the following proviso, the “Initial Termination Date”); provided that if the Company does not file a Notification and Report Form, including required exhibits and schedules, relating to the Merger and the transactions contemplated by this Agreement, as required by the HSR Act within thirty (30) calendar days after the date of this Agreement, or within such longer period as may have been agreed to

48

pursuant to Section 5.04(a), the Initial Termination Date shall be extended by the number of calendar days in excess of thirty (30) (or, if applicable, the number of days in such longer period) that elapse after the date of this Agreement prior to the date on which the Company makes such filing; provided further, that if all of the conditions set forth in Article VI have been satisfied as of the Initial Termination Date other than (x) the conditions (the “Antitrust Regulatory Conditions”) set forth in Section 6.01(b) (to the extent that the order, judgment, decree, injunction or ruling relates to a violation or alleged violation of antitrust, trade regulation or competition laws) or Section 6.01(c), (y) the last sentence of Section 6.02(b) and (z) the last sentence of Section 6.03(b), the Initial Termination Date shall be automatically extended to June 20, 2008 (except that such date shall be deemed to have been extended by the same number of days, if any, as the Initial Termination Date shall have been extended pursuant to the first proviso set forth above) (the “Extended Termination Date”) and Parent, Merger Sub or the Company shall be entitled to terminate this Agreement under this Section 7.01(b) only if the Effective Time shall not have occurred on or prior to the Extended Termination Date; provided further, that if all of the conditions set forth in Article VI have been satisfied as of the Extended Termination Date other than (1) the conditions (the “Foreign Antitrust Regulatory Conditions”) set forth in Section 6.01(b) (to the extent that the order, judgment, decree, injunction or ruling relates to a violation or alleged violation of antitrust, trade regulation or competition laws of the United Kingdom, Australia, Germany or South Africa (the “Foreign Regulatory Jurisdictions”)) or Section 6.01(c)(ii), (2) the last sentence of Section 6.02(b) and (3) the last sentence of Section 6.03(b), the Extended Termination Date shall be automatically extended to September 20, 2008 (except that such date shall be deemed to have been extended by the same number of days, if any, as the Initial Termination Date shall have been extended pursuant to the first proviso set forth above) (the “Final Termination Date”) and Parent, Merger Sub or the Company shall be entitled to terminate this Agreement under this Section 7.01(b) only if the Effective Time shall not have occurred on or prior to the Final Termination Date; provided further, that the right to terminate this Agreement pursuant to this Section 7.01(b) shall not be available to any party whose breach of the covenants set forth in Sections 5.03(a), 5.04, 5.08 or 5.09 has been the cause of, or resulted in, the failure of the Merger to be consummated by the Initial Termination Date or the Final Termination Date, as applicable;

(c)       by Parent or the Company if any court of competent jurisdiction or other Governmental Entity shall have issued, enacted, entered, promulgated or enforced any law, order, judgment, decree, injunction or ruling or taken any other action (that has not been vacated, withdrawn or overturned) restraining, enjoining or otherwise prohibiting the Merger and such law, order, judgment, decree, injunction, ruling or other action shall have become final and nonappealable; provided that the party seeking to terminate pursuant to this Section 7.01(c) shall have used its reasonable best efforts to challenge such law, order, judgment, decree, injunction or ruling;

(d)      by the Company, (i) if there shall have occurred, on the part of Parent or Merger Sub, a breach of any representation, warranty, covenant or agreement contained in this Agreement that (x) would result in a failure of a condition set forth in Section 6.03(a) or Section 6.03(b) and (y) which is not curable or, if curable, is not cured within thirty (30)

49

calendar days after written notice of such breach is given by the Company to Parent, or (ii) if a third party, including any group, shall have made a Superior Acquisition Proposal and the Board has taken any of the actions referred to in clauses (i), (ii) or (iii) of Section 5.07(c) (but only after compliance by the Board and the Company (1) with the requirements of clauses (A) and (B) thereof and (2) with the last sentence of Section 5.07(c));

(e)       by Parent, if there shall have occurred, on the part of the Company, a breach of any representation, warranty, covenant or agreement contained in this Agreement that (x) would result in a failure of a condition set forth in Section 6.02(a) or Section 6.02(b) to be satisfied and (y) which is not curable or, if curable, is not cured within thirty (30) calendar days after written notice of such breach is given by Parent to the Company;

(f)       by Parent if the Special Meeting has been duly held and the Required Shareholder Approval referred to in Section 6.01(a) shall not have been obtained by reason of the failure to obtain the requisite vote at such Special Meeting or at any adjournment or postponement thereof; or

(g)      by Parent, if any of the following shall have occurred:  (i) the Board (or any committee thereof) shall have failed to recommend that the Company’s shareholders vote to adopt this Agreement and approve the Merger; (ii) a Change of Board Recommendation; (iii) the Company shall have failed to include in the Proxy Statement the Company Board Recommendation or a statement to the effect that the Board has determined and believes that the Merger is in the best interests of the Company’s shareholders; (iv) the Company shall have entered into any Acquisition Agreement relating to any Acquisition Proposal or there shall have been consummated a transaction with respect to an Acquisition Proposal; (v) a tender or exchange offer relating to Shares shall have been commenced and the Company shall not have published or sent to its shareholders, on or before the later of: (x) one business day following the expiration of any outstanding five business-day period for receipt of a Revised Acquisition Proposal pursuant to Section 5.07(c) or (y) fifteen business days after the commencement of such tender or exchange offer, a statement disclosing that the Board recommends rejection of such tender or exchange offer; or (vi) the Board shall have recommended acceptance of a third party tender or exchange offer relating to Shares; provided that any termination pursuant to clause (i) or (ii) above shall have occurred prior to the Special Meeting.

Section 7.02.          Effect of Termination.  In the event of the termination of this Agreement pursuant to Section 7.01, this Agreement shall forthwith become void and have no effect, without any liability on the part of any party or its respective former, current or future general or limited partners, managers, members, directors, officers or shareholders, affiliates or agents, other than pursuant to the provisions of this Section 7.02, Section 7.03, Article VIII (excluding Section 8.01 and Section 8.11) and the confidentiality obligations set forth in Section 5.02, which shall survive any such termination.  Nothing contained in this Section 7.02 shall relieve any party from liability for any breach of this Agreement.

50