KOPIN CORP — Director's Dealing 2008

Dec 5, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOPIN CORP (KOPN)
CIK: 0000771266
Period of Report: 2008-12-02

Reporting Person: SNEIDER RICHARD (Treasurer and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-12-02	Common Stock	A	25280	—	Acquired	237502	Direct

Footnotes

F1: The common stock is subject to certain forfeiture provisions. Some, all or none of the shares can be earned and vest upon the achievement of certain financial milestones and the employee remaining employed by the Company. The number of shares of restricted stock which may vest is based on the level of financial milestone achieved through December 26, 2009. In addition to achievement of the financial milestones, the employee must remain employed by Kopin Corporation. 50% of the shares the employee is eligible to receive will vest if they remain with Kopin Corporation through December 26, 2009, and the remaining 50% will vest if the employee remains employed through December 11, 2010. Shares which are not earned or do not vest will be forfeited. The number of shares shown assumes the achievement of all milestones and full vesting.