Luxottica Releases Information According to Article 84-bis of Consob Resolution 11971/99

INCENTIVE PLANS TO THE COMPANY'S EMPLOYEES AND THE EMPLOYEES OF ITS SUBSIDIARIES MILAN, May 7 /PRNewswire-FirstCall/ -- Stock Option grant for year 2009 As required by Article 84-bis of Consob resolution no. 11971/99 (Regulations for Issuers), notice is hereby given that today the Board of Directors of Luxottica Group S.p.A. (MTA: LUX; NYSE: LUX) (the "Company") authorized that a total of 1,050,000 stock options be awarded to the Company's employees and the employees of its subsidiaries. The stock options were awarded from the Stock Option Plan approved by the Luxottica Group S.p.A. Shareholders Meeting on June 14, 2006. Employees receiving awards were selected by the Board of Directors, upon recommendation by the Human Resources Committee, from among those who have been working for the Company or its subsidiaries for at least one year. Grants have been made taking into account the role of the employees in the Company or its subsidiaries and the ability to reach, in the year preceding the granting, certain individual performance targets. The options awarded will vest after a three-year period beginning on the grant date. Further information on the share based payment schemes is provided in the tables attached (Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99). Performance Shares Plan 2009 As required by Article 84-bis of the Italian Securities Authority CONSOB Regulations no. 11971/99 (Regulations for Issuers), notice is also given that the Board of Directors authorized grants pursuant to the Performance Shares Plan (the "Plan") approved by the Luxottica Group S.p.A. Ordinary Shareholders Meeting on May 13, 2008. The Plan is reserved for key employees of the Company and its subsidiaries that are directly or indirectly controlled by the Company. The Board of Directors granted a total of 1,435,000 rights to receive ordinary shares of the Company without consideration (the "Units"), at the end of a three-year vesting period and subject to achieving certain aggregate Group consolidated EPS targets as determined by the Board of Directors, solely for the purposes of this Plan, for each of the fiscal years 2009 through 2011. The features of the Units awarded under the Plan are described in the documents and the regulations related to the Plan issued on April 24, 2008 and available from the Company's website at http://www.luxottica.com/. Employees who received awards under the Plan are top managers of the Group with highly strategic roles. They were selected by the Board of Directors, upon recommendation of the Company's Human Resources Committee. Based on the official price of the Company's ordinary shares on the MTA on the date of grant, the estimated cost that the Company expects to incur in connection with the 2009 grants is approximately euro 21 million. Further information is provided in the attached Table 1 of scheme 7 of Annex 3A to Regulations CONSOB n.11971/99. Stock Option reassignment Pursuant to art. 84-bis of Consob Regulation 11971/1999 the Company also announces that on May 7, 2009 its Board of Directors authorized the reassignment of new options to employees who are currently beneficiaries of the stock option grants approved in 2006 and 2007 and hold options with an exercise price, considering present market conditions and the financial crisis, that is significantly higher than the present market price, undermining the performance incentives that typically form the foundation of these plans. The Board of Directors therefore approved the grant of new options to the beneficiaries of the abovementioned stock option grants, which will be exercisable - conditional upon the withdrawal of the options granted in 2006 and/or 2007 - at an exercise price that will be determined pursuant to the provisions of the 2001 and 2006 Stock Option Plans and, therefore, consistent with the market values of Luxottica shares on the date of grant of the new options. In particular, the Board of Directors has resolved to: (1) grant options to purchase up to 2,130,000 ordinary shares of Luxottica Group to the employee beneficiaries of the 2006 and 2007 stock option grants not domiciled in the United States. Each beneficiary is being reassigned options granting the right to purchase the same number of shares that are subject to the options he or she currently owns pursuant to the abovementioned plans. The new options, granted under the Stock Option Plan approved by the company's AGM on June 14, 2006, will vest after three years and can be exercised until nine years following the date of grant, subject to the withdrawal within the time period established by the Board by each beneficiary of all the options he or she currently holds that were granted under the abovementioned grants. (2) grant options to purchase up to 840,000 ordinary shares of Luxottica Group to the employee beneficiaries of the 2006 and 2007 stock options grants domiciled in the United States. Contingent on his or her agreement to withdraw the options previously granted under the abovementioned grants within the time period established by the Board, each such beneficiary will be reassigned options granting the right to purchase the same number of shares that are subject to the options he or she currently owns pursuant to the abovementioned plans. The new options, granted under the Stock Option Plan approved by the company's AGM on September 20, 2001, will vest after three years and be exercisable until March 31, 2017. (3) grant options to purchase up to 5,700,000 ordinary shares of Luxottica Group to the employee beneficiaries of the 2006 3-year extraordinary stock option grant. Each beneficiary will be reassigned options granting the right to purchase shares equal to the number of shares that are subject to the options currently held reduced by 50%. The new options, granted under the Stock Option Plan approved by the company's AGM on June 14, 2006, will vest after three years and will be exercisable until nine years following the date of grant, upon the condition that the company must have EPS (Earnings Per Share) equal to at least US$1.50 (with reference to the US GAAP consolidated financial accounts) for a period of four consecutive calendar quarters, which need not immediately precede the date of the option exercise, subject to the withdrawal within the time period established by the Board by each beneficiary of all the options he or she currently holds that were granted under the abovementioned 2006 extraordinary grant. Further information required by Table no. 1 of Schedule 7 of Annex 3A of Consob Regulation will be disclosed following the receipt of acceptances from each beneficiary involved. Milan, May 7, 2009 The reassignment of the new options to eligible beneficiaries domiciled in the United States has not yet commenced and will be effected in a manner consistent with applicable US law and regulation. At the time the reassignment program begins, Luxottica will provide eligible beneficiaries domiciled in the United States with written materials explaining the precise terms and timing of the option reassignment. Such U.S. holders of options to buy Luxottica's ordinary shares should read these materials carefully when they become available because they will contain important information about the option reassignment. Upon commencement of the program with respect to eligible beneficiaries domiciled in the United States, Luxottica will file written materials with the U.S. Securities and Exchange Commission (SEC) as part of a tender offer statement. Luxottica's stockholders and optionholders will be able to obtain these written materials and other documents filed by Luxottica with the SEC free of charge from the SEC's website at http://www.sec.gov/. SHARE-BASED PAYMENT SCHEMES - STOCK OPTION GRANTING 2009 Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99 BOX 2 Options (option grant) Section 2 New options granted by the board on the basis of resolutions previously adopted by the GM Position (to be specified No. of only for Date instruments individuals approved by Description underlying Name or listed shareholders of options Category by name) in AGM instrument awarded Adshade Director in a June 14, Stock option 5.000 Steven subsidiary 2006 company Airey Director in a June 14, Stock option 3.000 Davide subsidiary 2006 company Baker Director in a June 14, Stock option 3.000 Derek* subsidiary 2006 company Ciarlariello Director in a June 14, Stock option 10.000 Paolo subsidiary 2006 company Curotti Director in a June 14, Stock option 20.000 Alessandro subsidiary 2006 company Gordon Director in a June 14, Stock option 10.000 Donna* subsidiary 2006 company Gribaudo Director in a June 14, Stock option 3.000 Fabien subsidiary 2006 company Grossman Director in a June 14, Stock option 5.000 Eliot* subsidiary 2006 company Grund Director in a June 14, Stock option 3.000 Christian subsidiary 2006 company Higgins Director in a June 14, Stock option 10.000 Rohan Paul subsidiary 2006 company Ikeda Director in a June 14, Stock option 5.000 Tsuyoshi subsidiary 2006 Mike company Lovejoy Director in a June 14, Stock option 10.000 Wallace* subsidiary 2006 company Michel Director in a June 14, Stock option 20.000 Brian* subsidiary 2006 company Omede' Director in a June 14, Stock option 3.000 Marco subsidiary 2006 company Parisi Neto Director in a June 14, Stock option 15.000 Salvador subsidiary 2006 company Peck Director in a June 14, Stock option 10.000 Richard subsidiary 2006 company Pena Sean* Director in a June 14, Stock option 10.000 subsidiary 2006 company Perreault Director in a June 14, Stock option 15.000 Jose subsidiary 2006 company Przytulska Director in a June 14, Stock option 3.000 Beata subsidiary 2006 company Wagner Director in a June 14, Stock option 20.000 Yvon* subsidiary 2006 company Zhou Kevin Director in a June 14, Stock option 5.000 subsidiary 2006 company Other June 14, Stock option 594.000 managers 2006 and employees domiciled in the United States (94) Other June 14, Stock option 268.000 managers 2006 and employees NON domiciled in the United States (51) * domiciled in the United States SHARE-BASED PAYMENT SCHEMES - STOCK OPTION GRANTING 2009 Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99 BOX 2 Options (option grant) Section 2 New options granted by the board on the basis of resolutions previously adopted by the GM Position Market price (to be specified Date of for only for award by instruments individuals competent as at the Name or listed governing Strike award Options Category by name) body price date expire Adshade Director in a May 7, May 7, Steven subsidiary 2009 euro 13,45 euro 14,843 2018 company Airey Director in a May 7, euro 13,45 euro 14,843 May 7, Davide subsidiary 2009 2018 company Baker Director in a May 7, euro 14,99 euro 14,843 May 7, Derek* subsidiary 2009 2018 company Ciarlariello Director in a May 7, euro 13,45 euro 14,843 May 7, Paolo subsidiary 2009 2018 company Curotti Director in a May 7, euro 13,45 euro 14,843 May 7, Alessandro subsidiary 2009 2018 company Gordon Director in a May 7, May 7, Donna* subsidiary 2009 euro 14,99 euro 14,843 2018 company Gribaudo Director in a May 7, euro 13,45 euro 14,843 May 7, Fabien subsidiary 2009 2018 company Grossman Director in a May 7, euro 14,99 euro 14,843 May 7, Eliot* subsidiary 2009 2018 company Grund Director in a May 7, euro 13,45 euro 14,843 May 7, Christian subsidiary 2009 2018 company Higgins Director in a May 7, euro 13,45 euro 14,843 May 7, Rohan Paul subsidiary 2009 2018 company Ikeda Director in a May 7, euro 13,45 euro 14,843 May 7, Tsuyoshi subsidiary 2009 2018 Mike company Lovejoy Director in a May 7, euro 14,99 euro 14,843 May 7, Wallace* subsidiary 2009 2018 company Michel Director in a May 7, euro 14,99 euro 14,843 May 7, Brian* subsidiary 2009 2018 company Omede' Director in a May 7, euro 13,45 euro 14,843 May 7, Marco subsidiary 2009 2018 company Parisi Neto Director in a May 7, euro 13,45 euro 14,843 May 7, Salvador subsidiary 2009 2018 company Peck Director in a May 7, euro 13,45 euro 14,843 May 7, Richard subsidiary 2009 2018 company Pena Sean* Director in a May 7, euro 14,99 euro 14,843 May 7, subsidiary 2009 2018 company Perreault Director in a May 7, euro 13,45 euro 14,843 May 7, Jose subsidiary 2009 2018 company Przytulska Director in a May 7, euro 13,45 euro 14,843 May 7, Beata subsidiary 2009 2018 company Wagner Director in a May 7, euro 14,99 euro 14,843 May 7, Yvon* subsidiary 2009 2018 company Zhou Kevin Director in a May 7, euro 13,45 euro 14,843 May 7, subsidiary 2009 2018 company Other May 7, euro 14,99 euro 14,843 May 7, managers 2009 2018 and employees domiciled in the United States (94) Other May 7, euro 13,45 euro 14,843 May 7, managers 2009 2018 and employees NON domiciled in the United States (51) * domiciled in the United States REMUNERATION PLANS BASED ON FINANCIAL INSTRUMENTS - PERFORMANCE SHARES PLAN 2009 Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99 BOX 1 Instruments different from options Section 2 Instruments referring to current plans, granted by the board and previously approved by GM Position (to be specified only for Name individuals Description No. of or listed Date of GM of instruments Category by name) resolution Instrument* Granted** Guerra Director in May 13, 2008 Unit 300.000 Andrea the Company Francavilla Director in May 13, 2008 Unit 170.000 Luigi the Company Cavatorta Director in May 13, 2008 Unit 90.000 Enrico the Company Beer Director in a May 13, 2008 Unit 30.000 Christopher subsidiary company Bradley Director in a May 13, 2008 Unit 45.000 Kerry subsidiary company Giacobbi Director in a May 13, 2008 Unit 45.000 Valerio subsidiary company Lane Kent Director in a May 13, 2008 Unit 15.000 subsidiary company Li Theodore Director in a May 13, 2008 Unit 10.000 subsidiary company Minakakis Director in a May 13, 2008 Unit 10.000 George subsidiary company Miyakawa Director in a May 13, 2008 Unit 50.000 Antonio subsidiary company Olivet Scott Director in a May 13, 2008 Unit 110.000 subsidiary company Pela' Nicola Director in a May 13, 2008 Unit 40.000 subsidiary company Shields Director in a May 13, 2008 Unit 20.000 Richard subsidiary company Dorigo Director in a May 13, 2008 Unit 10.000 Andrea subsidiary company Farioli Director in a May 13, 2008 Unit 15.000 Sergio subsidiary company Fay Pierre Director in a May 13, 2008 Unit 10.000 subsidiary company Ferraresso Director in a May 13, 2008 Unit 10.000 Alessio subsidiary company Francavilla Director in a May 13, 2008 Unit 10.000 Claudio subsidiary company Mutinelli Director in a May 13, 2008 Unit 10.000 Massimiliano subsidiary company Pezzutto Director in a May 13, 2008 Unit 10.000 Paolo subsidiary company Pradi Director in a May 13, 2008 Unit 10.000 Giorgio subsidiary company Renon Director in a May 13, 2008 Unit 10.000 Massimo subsidiary company Tait Luca Director in a May 13, 2008 Unit 10.000 subsidiary company Vaghi Director in a May 13, 2008 Unit 10.000 Riccardo subsidiary company Vian Massimo Director in a May 13, 2008 Unit 15.000 subsidiary company Other May 13, 2008 Unit 370.000 managers (15) * According to the 2008 Performance Shares Plan Regulations, each Unit gives the right to receive one Luxottica Group ordinary share without consideration at the end of a three-year period and subject to achievement of the Group EPS Target set by the Board of Directors. ** Maximum number of Units granted to each beneficiary. The underlying shares that will be assigned without consideration may vary according to whether and the degree to which the EPS Target set by the Board of Directors has been achieved. REMUNERATION PLANS BASED ON FINANCIAL INSTRUMENTS - PERFORMANCE SHARES PLAN 2009 Table 1 of scheme 7 of Annex 3A to Regulations for Issuers dated 11971/99 BOX 1 Instruments different from options Section 2 Instruments referring to current plans, granted by the board and previously approved by GM Expiration Date Position of the (to be restric- Specified tion only Market on for price selling individuals Purchase on the Name or listed Date of price grant instru- Category by name) grant (if any) date ments Guerra Director in the May 7, 2009 N.A. euro N.A. Andrea Company 14,843 Francavilla Luigi Director in the May 7, 2009 N.A. euro N.A. Company 14,843 Cavatorta Director in the May 7, 2009 N.A. euro N.A. Enrico Company 14,843 Beer Director in a May 7, 2009 N.A. euro N.A. Christopher subsidiary 14,843 company Bradley Director in a May 7, 2009 N.A. euro N.A. Kerry subsidiary 14,843 company Giacobbi Director in a May 7, 2009 N.A. euro N.A. Valerio subsidiary 14,843 company Lane Kent Director in a May 7, 2009 N.A. euro N.A. subsidiary 14,843 company Li Director in a May 7, 2009 N.A. euro N.A. Theodore subsidiary 14,843 company Minakakis Director in a May 7, 2009 N.A. euro N.A. George subsidiary 14,843 company Miyakawa Director in a May 7, 2009 N.A. euro N.A. Antonio subsidiary 14,843 company Olivet Director in a May 7, 2009 N.A. euro N.A. Scott subsidiary 14,843 company Pela' Director in a May 7, 2009 N.A. euro N.A. Nicola subsidiary 14,843 company Shields Director in a May 7, 2009 N.A. euro N.A. Richard subsidiary 14,843 company Dorigo Director in a May 7, 2009 N.A. euro N.A. Andrea subsidiary 14,843 company Farioli Director in a May 7, 2009 N.A. euro N.A. Sergio subsidiary 14,843 company Fay Pierre Director in a May 7, 2009 N.A. euro N.A. subsidiary 14,843 company Ferraresso Director in a May 7, 2009 N.A. euro N.A. Alessio subsidiary 14,843 company Francavilla Claudio Director in a May 7, 2009 N.A. euro N.A. subsidiary 14,843 company Mutinelli Director in a May 7, 2009 N.A. euro N.A. Massimiliano subsidiary 14,843 company Pezzutto Director in a May 7, 2009 N.A. euro N.A. Paolo subsidiary 14,843 company Pradi Director in a May 7, 2009 N.A. euro N.A. Giorgio subsidiary 14,843 company Renon Director in a May 7, 2009 N.A. euro N.A. Massimo subsidiary 14,843 company Tait Luca Director in a May 7, 2009 N.A. euro N.A. subsidiary 14,843 company Vaghi Director in a May 7, 2009 N.A. euro N.A. Riccardo subsidiary 14,843 company Vian Director in a May 7, 2009 N.A. euro N.A. Massimo subsidiary 14,843 company Other May 7, 2009 N.A. euro N.A. managers 14,843 (15) DATASOURCE: Luxottica Group S.p.A. CONTACT: Ivan Dompe, Group Corporate Communications Director, Tel.: +39 (02) 8633 4726, , Luca Biondolillo, Group Director of International Communications, Tel.: +39 (02) 8633 4668, ; Alessandra Senici, Group Investor Relations Director, Tel.: +39 (02) 8633 4718, Web Site: http://www.luxottica.com/