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

(p)      The term “Income Tax” means any Tax imposed on, or measured by, net income or net worth (including any penalties or interest or other additional amounts imposed thereon).

Section 3.17.          Absence of Certain Material Adverse Changes.  Since December 31, 2006, (i) there has not occurred or failed to occur any change, event or development that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect and (ii) the business of the Company and its Subsidiaries has been conducted in the ordinary course of business in all material respects.  In addition, except as set forth in Section 3.17 of the Company Disclosure Schedule, no actions have been taken or have been agreed to be taken by the Company or its Subsidiaries between January 1, 2007 and the date of this Agreement that, if taken after the date of this Agreement without Parent’s consent, would be proscribed by Section 5.01(b), (d), (e), (g), (i), (j), (k), (o), (p), (q) or (r), but in the case of (r), only to the extent as it applies to the other subsections of Section 5.01 specifically referred to in this sentence.