**Exhibit 4.14**

**Luxottica Group S.p.A.2006 Stock Option Plan**

        LuxotticaGroup S.p.A., an Italian corporation (the “Company”), has adopted on June 14,2006 the Luxottica Group S.p.A. 2006 Stock Option Plan (the “Plan”).

        1.*  Purpose.*  Thepurpose of the Plan is to enable the Company and its direct and indirectsubsidiaries throughout the world to attract, retain, and reward key employees(“Key Employees”) by offering them an opportunity to have a greater proprietaryinterest in, and closer identity with, the Company and its Subsidiaries (asdefined below), and with their financial success, by granting them an option (“Option”)to purchase the Company’s Ordinary Shares (“Ordinary Shares”). Proceedsreceived by the Company from the sale of Ordinary Shares pursuant to Optionsshall be used for general corporate purposes. The term “Subsidiary” shall meanany entity more than 50 percent of the ownership of which is controlleddirectly or indirectly by the Company.

        2.*  Administration.*  ThePlan shall be administered by the Board of Directors (“Board”) of the Company,in accordance with and subject to the express provisions of the Plan and theguidelines, if any, approved by the Company’s shareholders, as in effect fromtime to time (“Shareholder Action”). Subject to the foregoing, the Board mayinterpret the Plan, prescribe, amend and rescind rules and regulationsrelating to it, determine Option grants and the terms and provisions ofParticipants’ Option Agreements (which need not be identical), and make suchother determinations as it deems necessary or advisable for the administrationof the Plan. The Board may delegate the implementation and management of thePlan to such employees or officers of the Company as the Board determines,other than any such delegation as would cause Options or other transactionsunder the Plan to cease to (A) be exempt from Section 16(b) ofthe Exchange Act, or (B) satisfy the “independent director” requirementsof the New York Stock Exchange Rules. The decisions of the Board and itsdelegate(s) under the Plan shall be conclusive and binding. No member ofthe Board or any of its delegate(s) shall be liable for any action takenor determination made in good faith. The exercise of any Options shall besubject to the completion of all requisite corporate actions and the obtainingof all necessary governmental approvals to authorize the issuance of theOrdinary Shares issuable upon such exercise in accordance with applicable law.

        3.*  Eligibility.*  TheBoard shall determine, within the limits of the express provisions of the Planand any Shareholder Action, those Key Employees to whom, and the time or timesat which, Options shall be granted. Each Key Employee who has been selected bythe Board to receive Options shall become a “Participant” in the Plan. Subjectto the provisions of the Plan, all Shareholder Action and local law, the Boardalso shall determine the number of Ordinary Shares to be subject to each suchOption, the duration of each Option, the exercise price under each Option, thetime or times within which (during the 

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term ofthe Option) all or portions of each Option may be exercised, and any otherterms and conditions of such Options. In making such determinations, the Boardmay take into account the nature of the services rendered by the Key Employee,his present and potential contributions to the success of the Company and itsSubsidiaries, and such other factors as the Board, in its sole discretion,deems relevant.

        4.*  Ordinary Shares.*

        (a)   Thenumber of Ordinary Shares that may be subject to Options under the Plan may notexceed 20,000,000. In the event that any Option granted under the Plan expiresunexercised, or is terminated, surrendered or canceled without being exercised,in whole or in part, for any reason, then the number of Ordinary Sharestheretofore subject to such Option, or the unexercised, terminated,surrendered, forfeited, canceled or reacquired portion thereof, shall be addedto the remaining number of Ordinary Shares that may be made subject to Optionsunder the Plan.

        (b)   Themaximum number of Ordinary Shares that may be subject to Incentive StockOptions under the Plan may not exceed 10,000,000.

        5.*  Options.*  Thefollowing provisions shall apply to each Option granted under the Plan:

        (a) *   Option Agreement.*  EachOption shall be evidenced by a written agreement (the “Option Agreement”)specifying the Option exercise price, the terms for payment of the exerciseprice, the duration of the Option, and the number of Ordinary Shares to whichthe Option pertains. An Option Agreement also may contain such otherrestrictions, conditions and terms as the Board shall determine in its solediscretion, subject to the terms and conditions of the Plan and any ShareholderAction. Option Agreements need not be identical.

        (b) *   Exercise Price.*  Theper share exercise price of each Option shall be specified in the applicableOption Agreement, provided that the per share exercise price shall be the FairMarket Value of an Ordinary Share on the date the Options are granted (the “GrantDate”). For purposes hereof, “Fair Market Value” means the market value of ashare on the Milan Stock Exchange, as determined in accordance with Italianlaw; provided, however, that with respect to United States employees only, “FairMarket Value” means the higher of (i) the market value of a share on theMilan Stock Exchange, as determined in accordance with Italian law, or (ii) theclosing price of a share on the Milan Stock Exchange on the trading day beforethe Grant Date.

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        (c) *   Grant Date.*  AnOption shall be deemed to be granted as of, and the Grant Date shall be deemedto be, the date the grant of a specified number of Options to a specified Participantis approved by the Board.

        (d) *   Incentive Stock Options Permitted.*  Optionsmay, but need not, be “Incentive Stock Options” under Section 422 of theUnited States Internal Revenue Code of 1986, as amended (including anyreplacement or successor thereto, the “Code”); provided, however, that (i) IncentiveStock Options will be exercisable not later than 9 (nine) years after the dateof grant, and (ii) in the case of an Incentive Stock Option granted to aParticipant who, at the time of grant, owns (as defined in Section 425(d) ofthe Code) stock of the Company or its Subsidiaries possessing more than 10% ofthe total combined voting power of all classes of stock of any suchcorporation, the exercise price shall be at least 110% of the fair market valueof the Ordinary Shares subject to the Incentive Stock Option at the time it isgranted, and the Incentive Stock Option, by its terms, shall not be exercisableafter the expiration of five (5) years from the date of its grant. Theaggregate fair market value (determined as of the Grant Date) of the OrdinaryShares with respect to which Incentive Stock Options are exercisable for thefirst time by a Participant during any calendar year (under all Incentive StockOption plans of the Company and its Subsidiaries) shall not exceedU.S. $100,000.

        6.*  Vesting of Option Rights.*

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

        (b)   AnOption will become exercisable as of the date of a Change in Control of theCompany. For purposes of the Plan, a “Change in Control” of the Company shallbe deemed to occur only if, as a result of any transaction involving the saleof all of the assets of the Company or the sale of any stock of the Company orof any entity that directly or indirectly holds any stock of the Company,neither Leonardo Del Vecchio, nor any member of his family, nor any trust orother entity for the benefit of such person, nor any combination of suchpersons or entities, shall hold, directly or indirectly, the right to elect amajority of the members of the Board of the Company, or, if another corporationor entity then holds the assets of the Company, the right to elect a majorityof the directors of such corporation or the power to direct the management ofsuch other entity. Notwithstanding the foregoing, a Change in Control shall notbe deemed to 

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

        7.*  Effective Date of Plan; MaximumTerm; and Cancellation of Unexercised Options.*  The Planshall be effective as of the date approved by the shareholders (the “EffectiveDate”). No Option shall be granted for a term of more than 9 (nine) years fromthe date of grant, no Option shall be granted for a term that expires after June 14,2021, and no Incentive Stock Option shall be granted after the expiration often years from the Effective Date. Failure to exercise the Option within theprescribed term will result in expiration of the Option. Except as specificallyprovided in the applicable Option Agreement, if the Participant’s employment isterminated for any reason, the Option, including, without limitation, VestedOption Rights, shall terminate immediately upon the effective date of suchtermination.

        8.*  Method of Exercise of Options.*  AnyVested Option Rights under the Plan may be exercised by a Participant, by alegatee or legatees of such Vested Option Rights under the Participant’s lastwill, or by his executors, personal representatives or distributees, asprovided in Section 11 below, by delivering written notice of the numberof Ordinary Shares with respect to which the Option is being exercised,accompanied by full payment to the Company of the exercise price of the sharesbeing purchased under the Option, and by satisfying all other conditionsprovided for in the Plan, the applicable Option Agreement and any and allrules, guidelines and forms prescribed by the shareholders, the Board, or theirrespective designees. A Participant (or his legatees, executors, personalrepresentatives or distributees) may exercise a portion of his Vested OptionRights under the Plan, provided, however, that the Board or its designees mayspecify a minimum number of Ordinary Shares with respect to which the Vested OptionRights may be exercised.

        TheCompany shall issue a number of Ordinary Shares issuable pursuant to theexercise of any Option. Upon request of the Participant, the Company willarrange for the conversion of such Ordinary Shares into American DepositaryShares (“ADSs”) representing an equal amount of such Ordinary Shares, as soonas reasonably practicable after such exercise. The Ordinary Shares or the ADSs,as the case may be, shall be registered in the name or for the account of, anddelivered to or for the account of, the Participant (or, if applicable, thelegatee(s), executor(s), personal representative(s), or distributee(s) ofa deceased Participant).

        9.*  Terms and Conditions of Options.*

        (a)   EachParticipant, and each other person described in Section 11, shall agree tosuch restrictions and conditions and other terms in connection with theexercise of an Option, including restrictions and conditions on the dispositionof the ADSs acquired upon the exercise thereof, as 

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the Board may deem appropriate and as are set forth inthe applicable Option Agreement or in the Plan.

        (b)   Theobligation of the Company to sell and deliver Ordinary Shares or ADSs under thePlan shall be subject to all applicable laws, regulations, rules andapprovals. Neither a Participant, nor any other person described in Section 11,shall have any rights as a shareholder with respect to any Ordinary Shares orADSs covered by an Option granted to, or exercised by, him until the date ofregistration of Ordinary Shares in the name of the Participant. No adjustment,other than pursuant to Section 10 below, shall be made for dividends orother rights for which the record date is prior to the date indicated above.

        10.*  Adjustments.*  Appropriateadjustment in the maximum number of Ordinary Shares subject to Options underthe Plan, and, to the extent determined by the Board to be necessary to preventdilution or enlargement of Participants’ rights, to the number of OrdinaryShares subject to and the Exercise Price of each Option, shall be made to giveeffect to any increase or decrease in the number of issued Ordinary Sharesresulting from a subdivision or consolidation of shares whether throughreorganization, recapitalization, stock split, reverse stock split, spin-off,split-off, spin-out, or other distribution of assets to stockholders, stockdistributions or combination of shares, assumption and conversion ofoutstanding Options due to an acquisition by the Company of the stock or assetsof any other corporation, payment of stock dividends, other increase ordecrease in the number of such shares outstanding effected without receipt ofconsideration by the Company, or any other occurrence for which the Boarddetermines an adjustment is appropriate. On the basis of information known tothe Company, the Board shall make all determinations relating to theapplicability and interpretation of this Section 10, and all suchdeterminations shall be conclusive and binding.

        11.*  Nontransferability.*  Unlessthe Board otherwise consents in writing in its sole and absolute discretion,Options granted under the Plan, and any rights and privileges pertainingthereto, may not be transferred, assigned, pledged or hypothecated in anymanner, other than by will or by the laws of descent and distribution, andshall not be subject to execution, attachment or similar process. The grantingof an Option shall impose no obligation upon the applicable Participant or anyother person to exercise such Option.

        12.*  Indemnification of the Board andIts Delegates.*  In addition to such other rights ofindemnification as they may have as members of the Board, as employees of theCompany, or as its delegates, the members of the Board and its delegates shall beindemnified by the Company against (a) the reasonable expenses (as suchexpenses are incurred), including attorneys’ fees, actually and necessarilyincurred in connection with the defense of any action, suit or proceeding (orin connection

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with anyappeal therein), to which they or any of them may be a party by reason of anyaction taken or failure to act under or in connection with the Plan or anyOption granted hereunder; and (b) against all amounts paid by them insettlement thereof (provided such settlement is approved by independent legalcounsel selected by the Company) or paid by them in satisfaction of a judgmentin any such action, suit or proceeding, except in relation to matters as towhich it shall be adjudged in such action, suit or proceeding that such Boardmember or delegate is liable for gross negligence or misconduct in theperformance of his duties. The Company may elect, at its own expense, to handleand defend such action, suit or proceeding.

        13.*  No Contract of Employment.*  Neitherthe adoption of the Plan nor the grant of any Option shall be deemed toobligate the Company or any Subsidiary to continue the employment of anyParticipant for any particular period, nor shall the granting of an Optionconstitute a request or consent to postpone the retirement date of anyParticipant.

        14.*  Termination and Amendment ofPlan and Options.*

        (a)   TheBoard may at any time terminate, suspend or modify the Plan, without theauthorization of shareholders to the extent allowed by law.

        (b)   TheBoard may modify the terms of any Option, and authorize the exchange orreplacement of Options; provided, however, that in no event shall the Board bepermitted to reduce the exercise price of any outstanding Option or to exchangeor replace an outstanding Option with a new Option with a lower exercise price.

        (c)   Notermination, suspension or modification of the Plan or modification, exchange,or replacement of an Option shall adversely affect any right acquired by anyParticipant, or any other person designated in Section 11, under an Optiongranted before the effective date of such termination, suspension,modification, exchange, or replacement unless such Participant or other personshall consent; but it shall be conclusively presumed that any adjustment forchanges in capitalization as provided for in Section 10 do not adverselyaffect any such right.

        15.*  Withholding Taxes.*  TheCompany shall have the right to require the Participant or other person to remitto the Company or one or more of its Subsidiaries, or any agent thereof, anamount sufficient to satisfy all federal, state, provincial, local, and anyother withholding or other applicable tax requirements at, or after, the timesuch tax obligation arises and to withhold from any amounts payable to theParticipant or other person, as compensation or otherwise, as necessary and atany time.

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        16.*  Governing Law; Conflicts.*  ThePlan shall be construed in accordance with and governed by the laws of theRepublic of Italy, except as otherwise required by the laws of the UnitedStates or the laws of the jurisdiction where the Participant performs servicesfor the Company or one of its Subsidiaries. In the event of any conflict orinconsistency between the terms of the Plan and any Shareholder Action, theShareholder Action shall govern.

        17.*  Section 409A.*  Itis the Company’s intent that the Options not be treated as deferredcompensation under Section 409A of the Code (“Section 409A”) (or anyregulations or other guidance promulgated thereunder) and that any ambiguitiesin construction be interpreted so as to effect such intent. Options under thePlan shall contain such terms as the Board or its delegate determines areappropriate to avoid the application of Section 409A.

        18.*  Successors.*  Inthe event of a sale of substantially all of the assets of the Company, or amerger, consolidation or share exchange involving the Company, all obligationsof the Company under the Plan with respect to Options granted hereunder shallbe binding on the successor to the transaction. Employment of a Participantwith such successor shall be considered employment of the Participant with theCompany for purposes of the Plan.

        19.*  Fractional Shares.*  Ifat any time the exercise of the Option would, except for this provision,require the issue or transfer of fractional shares, the number of OrdinaryShares or ADSs shall be rounded down to the next whole number.

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