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

Section 1.10.          Company Stock-Based Arrangements.

(a)       Company Options.  Subject to Section 2.01(f), at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all outstanding and unexpired options and similar rights to acquire Shares (other than Company Stock-Based Awards, as such term is defined in Section 1.10(b) below), regardless of whether or not such options or rights have vested (the “Company Options”), including, without limitation, Company Options granted pursuant to the Company’s 1995 Stock Incentive Plan, as amended (the “1995 Stock Plan”), and option agreements with individuals thereunder (collectively, the “Option Plans”), shall be cancelled and each holder of a cancelled Company Option shall be entitled to receive, at the Effective Time, in consideration for the cancellation of each such Company Option, an amount in cash equal to the product of (x) the number of Shares subject to such Company Option immediately prior to the Effective Time (assuming full vesting of each such Company Option whether or not it has vested in accordance with its terms) and (y) the excess, if any, of the Merger Price over the exercise price per Share subject to such Company Option, without interest thereon.

(b)      Company Stock-Based Awards.  Subject to Section 2.01(f), at the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, all performance shares, stock appreciation rights and deferred stock, if any, outstanding immediately prior to the Effective Time under the 1995 Stock Plan that shall not yet have been replaced by issued Shares upon the lapse of the applicable forfeiture condition, including, without limitation, all performance units (“LTIP Performance Units”) outstanding under the LTIP (as defined in Section 5.06(g)) (“Company Stock-Based Awards”), shall be cancelled.

(c)       Restricted Stock Awards.  Any restrictions on each Share (“Restricted Share”) issued under the 1995 Stock Plan or under any of the Plans (as defined in Section 3.13(a) below) or otherwise shall lapse immediately prior to, and effective upon the occurrence of, the Effective Time, and each Restricted Share shall be fully vested in each holder thereof at such time, and each such Restricted Share will be treated at the Effective Time the same as, and have the same rights and be subject to the same conditions (including the condition set forth in Section 2.01(f)) as, each Share not subject to any restrictions.  All dividend equivalents, if any, credited to the account of each holder of a Restricted Share as of the Effective Time shall be

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