** **

**EXHIBIT 4.15**

** **

**REGULATIONS**

 

**OFTHE 2008 PERFORMANCE SHARES PLAN RESERVED FOR CERTAIN**

**EMPLOYEESOF 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 tocertain Company (as defined below) Employees (as defined below) and of othercompanies of the Group (as defined below). These Employees will be selected, inaccordance with the Regulation, from those entrusted in the Company and in theGroup with key offices that are strategic in achieving the Company’s targets toencourage these Employees to increase the value of the Company and the Groupand, at the same time, to create a retention incentive.

 

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

 

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

 

The Regulation shall not be considered a “publicoffer of financial products” as defined by Article 1(1) ofLegislative Decree No. 58 of 24 February 1998, because it isaddressed to a number of persons lower than that set forth by Article 33(1)(a) ofConsob Regulation No. 11971 dated 14 May 1999, as modified andamended.

** **

**2. DEFINITIONS**

 

For the purposes of the Regulation: (i) termsand expressions listed below, underlined and capitalized, are explained; (ii) termsand expressions capitalized and not underlined, contained in one or more of theparagraphs of this Article 2 are defined in other paragraphs of the sameArticle; and (iii) terms and expressions in the plural are also intendedto 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

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| 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 THEBENEFICIARIES**

 
| 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 GRANTINGOF 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

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| 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 TERMINATIONOF 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

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|   |   | 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 INCONNECTION WITH CERTAIN**

**COMPANYEVENTS 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

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|   |                                                                                 | 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

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**Annex A**

** **

**Application Form**

** **

**2008PERFORMANCE SHARES PLAN, RESERVED TO CERTAIN EMPLOYEES OF**

**LUXOTTICAGROUP 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

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

 
|   |  , on    |   |   |   |
|--------|---------------|--------|--------|--------|
|   | (Beneficiary) |

 

For receipt of this Application Form andconfirmation of adhesion to the Plan:

 
|   |  , on               |   |   |   |
|--------|--------------------------|--------|--------|--------|
|   | (Luxottica Group S.p.A.) |

 

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

 
|   |          |
|--------|---------------|
|   | (Beneficiary) |

 

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