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

        (a)   The right to exercise an Option shall vest according to the terms of the applicable Option Agreement; provided, however, that the Board, in its discretion, shall have the power to accelerate the dates for exercise of any or all Options, or any part thereof. The term “Vested Option Rights” shall mean a Participant’s rights to exercise the Option that have vested pursuant to this Section 6 and the applicable Option Agreement.

        (b)   An Option will become exercisable as of the date of a Change in Control of the Company. For purposes of the Plan, a “Change in Control” of the Company shall be deemed to occur only if, as a result of any transaction involving the sale of all of the assets of the Company or the sale of any stock of the Company or of any entity that directly or indirectly holds any stock of the Company, neither Leonardo Del Vecchio, nor any member of his family, nor any trust or other entity for the benefit of such person, nor any combination of such persons or entities, shall hold, directly or indirectly, the right to elect a majority of the members of the Board of the Company, or, if another corporation or entity then holds the assets of the Company, the right to elect a majority of the directors of such corporation or the power to direct the management of such other entity. Notwithstanding the foregoing, a Change in Control shall not be deemed to

have occurred upon or by virtue of the making or consummation of any public offering of any debt or equity securities of the Company or of any entity that directly or indirectly holds any beneficial interest in any stock of the Company.

        7.