EXHIBIT 4.15


 


REGULATIONS


 


OF
THE 2008 PERFORMANCE SHARES PLAN RESERVED FOR CERTAIN


EMPLOYEES
OF LUXOTTICA GROUP S.p.A. AND ITS CONTROLLED COMPANIES


(Unofficial English Translation)


 


1. SUBJECT AND WARNING


 


The present Regulation (as defined below)
defines the criteria to implement the Plan (as defined below) addressed to
certain Company (as defined below) Employees (as defined below) and of other
companies of the Group (as defined below). These Employees will be selected, in
accordance with the Regulation, from those entrusted in the Company and in the
Group with key offices that are strategic in achieving the Company’s targets to
encourage these Employees to increase the value of the Company and the Group
and, at the same time, to create a retention incentive.


 


The subject of the Plan is the granting of
Units (as defined below) to the Beneficiaries (as defined below) on the Date of
Grant (as defined below).


 


The Regulation was approved by the Company’s
shareholders’ meeting held on May 13, 2008.


 


The Regulation shall not be considered a “public
offer of financial products” as defined by Article 1(1) of
Legislative Decree No. 58 of 24 February 1998, because it is
addressed to a number of persons lower than that set forth by Article 33(1)(a) of
Consob Regulation No. 11971 dated 14 May 1999, as modified and
amended.


 


2. DEFINITIONS


 


For the purposes of the Regulation: (i) terms
and expressions listed below, underlined and capitalized, are explained; (ii) terms
and expressions capitalized and not underlined, contained in one or more of the
paragraphs of this Article 2 are defined in other paragraphs of the same
Article; and (iii) terms and expressions in the plural are also intended
to be defined in the singular, and vice versa.


 


	
  2.1

  	
   

  	
  “Shares”: the ordinary shares of the Company granted to the
  Beneficiaries that are holders of the Units under the terms and conditions
  set forth by the Regulation.

  
	
   

  	
   

  	
   

  
	
  2.2

  	
   

  	
  “Beneficiaries”: the Employees of the Company or of the Employing
  Company that may participate in the Plan, determined by the Board of
  Directors from among those entrusted with strategic key offices in the
  Company or in the Employing Company.

  
	
   

  	
   

  	
   

  
	
  2.3

  	
   

  	
  “Civil Code”: the Italian Civil Code, approved by Royal Decree
  No. 262 of 16 March 1942, as modified and amended from time to
  time.

  
	
   

  	
   

  	
   

  
	
  2.4

  	
   

  	
  “Board of Directors”: the pro tempore Board of Directors of the
  Company, or its directors expressly delegated, who will evaluate the Plan,
  taking any relevant decisions and giving execution to this Regulation.

  
	
   

  	
   

  	
   

  
	
  2.5

  	
   

  	
  “Date of Approval”: May 13, 2008, the final date of approval of
  this Regulation by the shareholders’ meeting of the Company.

  
	
   

  	
   

  	
   

  
	
  2.6

  	
   

  	
  “Date of Grant”: any date between May 2008 and May 2012 on
  which the Board of Directors grants Units to the Beneficiaries.

  
	
   

  	
   

  	
   

  
	
  2.7

  	
   

  	
  “Date of Assignment”: date of assignment of the Shares to the
  Beneficiaries, to occur anytime between the Date of Verification and the
  thirtieth Business Day thereafter.

  
	
   

  	
   

  	
   

  
	
  2.8

  	
   

  	
  “Termination Date”: with respect to any Relationship, the earlier of:
  (i) the date of termination of the Relationship; and (ii) the date
  on which the written communication of termination of the Relationship was
  sent (by registered letter or fax) or hand-delivered.

  



 

















 


	
  2.9

  	
   

  	
  “Date of Verification”: the date, which shall be between the date on
  which the Board of Directors approves the Group’s consolidated balance sheet
  as of the end of a Reference Period and the fifth Business Day thereafter, on
  which the Board of Directors will ascertain whether the EPS Target has been
  achieved.

  
	
   

  	
   

  	
   

  
	
  2.10

  	
   

  	
  “Employees”: the employees of the Company or of the Employing
  Company.

  
	
   

  	
   

  	
   

  
	
  2.11

  	
   

  	
  “EPS”: the earnings per share (that may be expressed in
  US dollars in lieu of Euro) as derived from the Group’s US GAAP
  consolidated balance sheet and equal to the net profit as derived from the
  relevant balance sheet divided by the total number of shares representing the
  Company’s capital.

  
	
   

  	
   

  	
   

  
	
  2.12

  	
   

  	
  “EPS Target”: the targets set forth by the Board of Directors with
  respect to each Reference Period and determined by the addition of EPS (that
  may be expressed in US dollars in lieu of Euro) for each year included in the
  Reference Period; achieving the EPS Target will allow the assignment of the
  Shares.

  
	
   

  	
   

  	
   

  
	
  2.13

  	
   

  	
  “Business Day”: each calendar day excluding Saturdays, Sundays, and
  the other days on which credit entities do not usually do business in Milan.

  
	
   

  	
   

  	
   

  
	
  2.14

  	
   

  	
  “Group”: the Company and the other Companies directly or indirectly
  controlled (pursuant to Article 2359 of the Civil Code) by the Company
  from time to time.

  
	
   

  	
   

  	
   

  
	
  2.15

  	
   

  	
  “Tender Offer”: a takeover bid or an exchange tender offer concerning
  the Shares of the Company, launched by parties other than the Company.

  
	
   

  	
   

  	
   

  
	
  2.16

  	
   

  	
  “Plan”: the present plan governed by the Regulation, addressed to
  certain Employees and aimed at granting a maximum number of 6,500,000 Units
  during the Period of Assignment and a maximum number of 2,000,000 Units per
  year.

  
	
   

  	
   

  	
   

  
	
  2.17

  	
   

  	
  “Period of Assignment”: the five-year period starting from the Date
  of Approval, during which the Board of Directors will be allowed to grant the
  Beneficiaries the Units.

  
	
   

  	
   

  	
   

  
	
  2.18

  	
   

  	
  “Reference Period”: three consecutive fiscal years, the first of
  which includes the Date of Grant, with respect to which the EPS Target will
  be determined, and at the end of which the achievement of the EPS Target will
  be ascertained.

  
	
   

  	
   

  	
   

  
	
  2.19

  	
   

  	
  “Relationship”: the existing employment relationship between any
  Beneficiary and the Company or the relevant Employing Company.

  
	
   

  	
   

  	
   

  
	
  2.20

  	
   

  	
  “Regulation”: the present regulation, which defines the criteria, the
  modalities, and the conditions to implement the Plan.

  
	
   

  	
   

  	
   

  
	
  2.21

  	
   

  	
  “Application Form”: the form consistent with the form provided in
  Annex A, that the Company will hand to each Beneficiary, together with
  the annexed Regulation that will form an integral part of it. The Application
  Form will indicate the number of Units relevant to the Reference Period.
  By signing and delivering the Application Form to the Company, the
  Beneficiary will convey his/her complete and unconditional agreement to the Plan.

  
	
   

  	
   

  	
   

  
	
  2.22

  	
   

  	
  “Company”: Luxottica Group S.p.A., with registered offices at
  Via C. Cantù 2, Milan.

  
	
   

  	
   

  	
   

  
	
  2.23

  	
   

  	
  “Employing Company”: each of the companies of the Group with which
  one or more Beneficiaries have a Relationship.

  
	
   

  	
   

  	
   

  
	
  2.24

  	
   

  	
  “Substitutive Amount”: the amount of money that the Company, at its
  discretion, may pay to the Beneficiaries instead of the Shares—in whole or in
  part—to be granted at the Date of Grant, calculated based on the average of
  the Shares’ official prices on the stock market quoted by Borsa
  Italiana S.p.A. in the month preceding the Date of Assignment or, if the
  Shares are no longer listed, on their normal value pursuant to Article 9
  of the Presidential Decree No. 917 of 22 December 1986, as
  determined by an independent advisor appointed by the Company.

  



 


2

















 


	
  2.25

  	
   

  	
  “Unit”: the right to receive one Share under the terms and conditions
  set forth in the Regulation.

  



 


3. CRITERIA AND METHODS TO DETERMINE THE
BENEFICIARIES


 


	
  3.1

  	
   

  	
  The Beneficiaries and the maximum number of Units which can be
  granted to each of them will be determined by the Board of Directors in its
  complete and sole discretion, having taken into account the strategic
  relevance of the position held within the Group in relation to increasing the
  value of the Company as well as that of the Group.

  



 


4. ADHESION TO THE PLAN


 


	
  4.1

  	
   

  	
  The Company will send each Beneficiary the Regulation and the
  Application Form in which the Company will indicate the maximum number
  of Units and the EPS Target.

  
	
   

  	
   

  	
   

  
	
  4.2

  	
   

  	
  The Beneficiary must return a copy of the Regulation and the
  Application Form (duly completed and signed) to the Company (which may
  be preceded by fax copies) within 30 days from their receipt, under
  penalty of losing the right to participate in the Plan.

  
	
   

  	
   

  	
   

  
	
  4.3

  	
   

  	
  The Units will be considered granted with retroactive effect to the
  Date of Grant preceding the date on which the Application Form is
  returned to the Company duly completed and signed (which is the date on which
  the Company shall endorse the receipt of the Application Form).

  



 


5. NATURE AND CHARACTERISTICS OF THE GRANTING
OF UNITS


 


	
  5.1

  	
   

  	
  The Units will be granted free of charge. The Beneficiaries will not
  be required to pay the Company any amount for this grant. The Units will be
  granted to the Beneficiaries in their individual capacities, and may not be
  transferred to any other persons or be subject to encumbrances or
  dispositions of any other kind.

  
	
   

  	
   

  	
   

  
	
  5.2

  	
   

  	
  Article 7 will apply in case of death of the Beneficiary.

  
	
   

  	
   

  	
   

  
	
  5.3

  	
   

  	
  The Units and every other right deriving there from, as well as any
  general benefits provided by the Plan:

  
	
   

  	
   

  	
   

  
	
  5.3.1

  	
   

  	
  represent extraordinary compensation and cannot be considered, in any
  case, an integral part of the base remuneration of the Beneficiaries. In
  particular, the number of Units granted to each Beneficiary was determined
  already taking into account any anticipated impact on the direct and indirect
  elements of the remuneration provided by law and by the applicable collective
  and individual agreement in force;

  
	
   

  	
   

  	
   

  
	
  5.3.2

  	
   

  	
  do not give grounds for the right to similar or further benefits,
  within the scope of the Plan or otherwise; and

  
	
   

  	
   

  	
   

  
	
  5.3.3

  	
   

  	
  do not grant to the Beneficiaries, on expiry of the Plan, the right
  to participate in other possible incentive plans, however implemented, or to
  other remuneration.

  
	
   

  	
   

  	
   

  
	
  5.4

  	
   

  	
  If needed, the Employing Company may grant the Units to the
  Beneficiaries in compliance with the terms and conditions of the Plan.

  
	
   

  	
   

  	
   

  
	
  5.5

  	
   

  	
  Nothing herein confers or shall confer to the Employee or Beneficiary
  any right to continue in the employment with an Employing Company nor shall
  interfere with an Employing Company’s rights to terminate the employment of
  the Beneficiary respecting the applicable law.

  



 


6. RIGHT TO THE ASSIGNMENT OF SHARES


 


	
  6.1

  	
   

  	
  The assignment of Shares, up to a maximum number equal to the Units
  owned by the Beneficiary on the Date of Assignment, is subject to the
  following conditions:

  
	
   

  	
   

  	
   

  
	
  6.1.1

  	
   

  	
  the ownership of the Units on the Date of Assignment; and

  



 


3

















 


	
  6.1.2

  	
   

  	
  the total or partial achievement of the EPS Target at the end of the
  Reference Period.

  
	
   

  	
   

  	
   

  
	
  6.2

  	
   

  	
  The Company will promptly notify the Beneficiaries of the fulfilment
  of the condition under Article 6.1.2 and, consequently, of the number of
  Shares that can be assigned to each Beneficiary.

  
	
   

  	
   

  	
   

  
	
  6.3

  	
   

  	
  The Company will assign the Shares within 30 Business Days from the
  Date of Verification, unless the Beneficiary communicates his/her desire,
  pursuant to Article 12, not to be assigned Shares.

  
	
   

  	
   

  	
   

  
	
  6.4

  	
   

  	
  Instead and in substitution of the assignment of the Shares, as
  provided by the terms and conditions of the Plan, on the Date of Assignment,
  the Company reserves the right to substitute, in whole or in part, the Shares
  by paying the Substitutive Amount. It is agreed that, in the event of
  termination of the Relationship with right to retain the Units, as provided
  by Article 7.3, instead of assigning the Shares the Company will pay to
  the Beneficiary the Substitutive Amount, if and to the extent that it is due.

  



 


7. REGULATION OF UNITS IN CASE OF TERMINATION
OF THE RELATIONSHIP


 


	
  7.1

  	
   

  	
  As the right to be assigned—in whole or in part—the Shares is
  strictly connected to the existence of the Relationship between the
  Beneficiaries and the Company or the Employing Company, in case of
  termination of the Relationship on a Termination Date preceding the Date of
  Assignment, the provisions under the present Article 7 will apply.
  Nonetheless, even in cases in which the Units may be extinguished pursuant to
  this Article 7, the Board of Directors has the right to allow one or
  more Beneficiaries to retain all or part of the Units, or to increase any
  rights deriving from the Units, and in particular to permit the Beneficiaries
  to retain the right to the assignment of the Shares, in whole or in part,
  even if the required conditions are not fulfilled.

  
	
   

  	
   

  	
   

  
	
  7.2

  	
   

  	
  In case of termination of the Relationship, on a Termination Date
  that precedes the Date of Assignment, due to: (i) the Beneficiary’s voluntary
  resignation without Cause or based on one of the reasons set forth in
  Article 7.3; or (ii) the Beneficiary’s dismissal for Cause or based
  on a subjective reason, the Beneficiary will definitively forfeit all the
  Units and, consequently, any right to the assignment of the Shares.

  
	
   

  	
   

  	
   

  
	
  7.3

  	
   

  	
  In case of termination of the Relationship, on a Termination Date
  that precedes the Date of Assignment, due to: (i) resignation by the
  Beneficiary who met the legal requirements for a pension and, within
  30 days following the termination of the Relationship, filed the request
  for such pension; (ii) a permanent disability preventing the Beneficiary
  from continuing the Relationship; (iii) death of the Beneficiary; and
  (iv) dismissal without Cause or not based on a subjective reason, the
  Beneficiary (or his/her heirs or legal successors) will have the right to
  retain a number of Units calculated in proportion to the duration of the
  Relationship during the Reference Period. The remaining number of Units will
  be extinguished.

  
	
   

  	
   

  	
   

  
	
  7.4

  	
   

  	
  Where disciplinary notice (pursuant to Article 7 of Law 300/70,
  if the Relationship is governed by Italian law, or pursuant to other law
  applicable to the Relationship) is served, the right to the assignment of the
  Shares will be suspended until receipt of the notice serving the disciplinary
  measure or the decision by the Company or the Employing Company not to serve
  any disciplinary notice.

  
	
   

  	
   

  	
   

  
	
  7.5

  	
   

  	
  In case of transfer of the Relationship from the Company or the
  Employing Company to another Group company and/or in case of termination of
  the Relationship and subsequent establishment of a new Relationship with
  another Group company, the Beneficiary will maintain any rights under this
  Regulation.

  



 


8. TAX AND SOCIAL SECURITY REGULATIONS


 


	
  8.1

  	
   

  	
  The value of the assigned Shares or the Substitutive Amount will be
  subject to tax and social security charges where and in the manner provided
  by tax regulations in force from time to time. If necessary, the Beneficiary
  undertakes to provide the Company with the financial provision

  



 


4

















 


	
   

  	
   

  	
  necessary to carry out any withholding on the Beneficiary’s part
  under the law, and expressly authorizes the Company to withhold that amount
  from any amount whatsoever due to the Beneficiary (e.g. the end of
  service allowance).

  



 


9. ADJUSTMENTS TO THE REGULATION IN
CONNECTION WITH CERTAIN


COMPANY
EVENTS AND IN CONNECTION WITH A TENDER OFFER


 


	
  9.1

  	
   

  	
  In cases not specifically regulated by this Regulation
  (e.g. extraordinary changes to the Company’s capital such as, for
  example, mergers, splits, reductions of the capital for losses due to
  cancellation of shares, reductions of the nominal value of the shares to
  cover losses, increases in the Company’s capital, for free or for a fee,
  grouping or splitting of shares, extraordinary dividend distributions, as
  well as legislative or regulatory changes or other events, including
  management, for example the modification of the accounting principles used to
  prepare the balance sheet, that may influence the EPS Target and/or the
  Plan), the Board of Directors, in its discretion and within the limits
  allowed by the laws in force from time to time, will evaluate and, if
  appropriate, adopt any amendments and additions to this Regulation deemed necessary
  or appropriate to maintain the essential and economic contents of the Plan.

  
	
   

  	
   

  	
   

  
	
  9.2

  	
   

  	
  In case a Tender Offer is launched, the Board of Directors will have
  the right to assign the Shares in advance with respect to the Reference
  Period and to determine the number of Shares relating to such assignment,
  taking into account the most updated financial results of the Group
  available. Should the Company be willing to enforce this provision, it shall
  communicate to the Beneficiary, by the beginning of the period of
  participation in the Tender Offer:

  
	
   

  	
   

  	
   

  
	
  ·  the decision to assign
  the Shares in advance;

  
	
   

  	
   

  	
   

  
	
  ·  the number of Shares the
  Beneficiary is entitled to.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Beneficiary, by means of a communication to be done, under
  penalty of forfeiture, within the following 5 days, can waive the
  advance assignment, retaining the Units for the remaining Reference Period,
  on the same terms as under the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  After the expiration of the 5 day term and in case the
  Beneficiary has not made the communication—all the conditions under the Plan,
  including the right to substitute the assignment with the Substitutive
  Amount, being confirmed—the assignment will take place in time for the
  Beneficiary to adhere to the OPA.

  
	
   

  	
   

  	
   

  
	
  9.3

  	
   

  	
  The grant of Units under the Plan does not, and will not in any way,
  affect the right or power of the Company to make changes in its capital or
  business structure, or to merge, consolidate, dissolve, liquidate, sell or
  transfer all or any part of its business or assets or to make any other restructuring
  transaction whatsoever.

  



 


10. DURATION OF THE PLAN


 


	
  10.1

  	
   

  	
  The Plan will be effective for five years from the Date of Approval.

  
	
   

  	
   

  	
   

  
	
  10.2

  	
   

  	
  This Regulation will be effective until the last Date of Assignment.

  



 


11. APPLICABLE LAW


 


	
  11.1

  	
   

  	
  Any dispute between one or more companies of the Group and one or
  more Beneficiaries, or their legitimate heirs or successors, arising from or
  related to the Plan, this Regulation, and the Application Form, will be
  regulated by Italian law.

  



 


12. COMMUNICATION AND NOTICE


 


	
  12.1

  	
   

  	
  Any notice required or permitted by this Regulation will be valid and
  effective only if in writing and will be considered executed upon receipt,
  pursuant to Article 1335 Civil Code, if made by letter or

  



 


5

















 


	
   

  	
   

  	
  telegram, or at the time of acknowledgment of receipt by special
  statement (even by fax) if made by registered mail or fax, to the following
  addresses:

  
	
   

  	
   

  	
   

  
	
  ·

  	
  as to the
  Company:

  
	
   

  	
  HR Stock
  Options, Via Valcozzena 10, Agordo

  
	
   

  	
  Fax: +39
  0437.644416

  
	
   

  	
  and to

  
	
   

  	
  Corporate Affairs Management, Via C. Cantù 2, Milano

  
	
   

  	
  Fax: +39 02.8633.4636

  
	
   

  	
   

  
	
  ·

  	
  as to the Beneficiary personally: to the address indicated in the
  Application Form,

  
				



 


	
   

  	
   

  	
  It being understood that: (i) in case the above addresses are
  modified, the Beneficiary must serve the Company with written notice, and, if
  by the Company, to each Beneficiary, and the delivery of this communication
  to the addressee will render the amendment effective with respect to the
  latter; and (ii) unless otherwise specified by this Regulation, or
  subsequently in writing from the Company, all the abovementioned
  communication methods may be alternatively used.

  



 


6

















 


Annex A


 


Application Form


 


2008
PERFORMANCE SHARES PLAN, RESERVED TO CERTAIN EMPLOYEES OF


LUXOTTICA
GROUP S.p.A. AND ITS CONTROLLED COMPANIES


 


Luxottica Group S.p.A.


 


[  ·  ]


 


	
  The undersigned

  	
   

  	
   

  	
  (“Beneficiary”)

  	
   

  
	
  Born in

  	
   

  	
   

  	
  on

  	
   

  	
   

  
	
  Resident in

  	
   

  	
   

  	
  Address

  	
   

  	
   

  
	
  Telephone number

  	
   

  	
   

  	
  Fiscal code

  	
   

  	
   

  
											



 


	
  Declares

  	
  having received, read, and fully understood
  the Regulation of the Plan and the EPS Target, which constitute an integral
  and substantial part of this Application Form and which are intended to
  be reproduced hereby (including the definitions and terms and expressions
  used therein) and to fully accept their terms and conditions, by signing the
  Application Form, the copy of the EPS Target, as well as a copy of the
  Regulation.

  
	
   

  	
   

  
	
  Declares

  	
  to be duly informed that this Application Form has
  to be returned to the Company, upon penalty of cancellation of the right to
  participate in the Plan, no later than [ 
  ·  ] am/pm, on [  ·  ].

  
	
   

  	
   

  
	
  Confirms

  	
  to any effect and under his/her exclusive
  personal liability that the above personal data are correct.

  
	
   

  	
   

  
	
  Confirms

  	
  to be informed and to accept that, should
  this Application Form not be fully completed or undersigned, the
  Application Form will not have any effect pursuant to Article 1326 (4) of
  the Italian Civil Code.

  
	
   

  	
   

  
	
  Acknowledges

  	
  to have been provided by the Company with a
  number of Units equal to [  ·  ], any of which, pursuant to the terms and
  conditions set out in this Application Form and the Regulation of the
  Plan, gives the right to be assigned 1 Share.

  
	
   

  	
   

  
	
  Requires

  	
  to be confirmed by the Company, by signing
  a copy of this Application Form, that it has been received, and the
  subsequent adhesion to the Plan.

  



 


	
   

  	
   , on

  	
   

  	
   

  	
   

  
	
   

  	
  (Beneficiary)

  



 


7

















 


Pursuant to Articles 1341 and 1342 of
the Italian Civil Code, the Beneficiary specifically accepts clauses 5, 7,
9 and 11 of the Regulation.


 


	
   

  	
   , on

  	
   

  	
   

  	
   

  
	
   

  	
  (Beneficiary)

  



 


For receipt of this Application Form and
confirmation of adhesion to the Plan:


 


	
   

  	
   , on

  	
   

  	
   

  	
   

  
	
   

  	
  (Luxottica Group S.p.A.)

  



 


Pursuant to Article 13 of Legislative
Decree No. 196 of 30 June 2003, the personal data submitted at
the moment of the signing of this Application Form will be treated, also
throughout information technology procedures, for objectives strictly related
to the execution of the Plan. Within the scope of such treatment, the
Beneficiary is entitled to any right provided by Article 7 of Legislative
Decree No. 196 of 30 June 2003. The submission of personal data
is requested as strictly related to the execution of the Plan; partial failure
of the submission will result in the rejection of the Application Form. The
data controller is the Company. To fulfill the abovementioned clause, the
Beneficiary gives his/her consent pursuant to Legislative Decree No. 196
of 30 June 2003.


 


	
   

  	
   

  
	
   

  	
  (Beneficiary)

  



 


8