KOPIN CORP — Director's Dealing 2008

Apr 2, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOPIN CORP (KOPN)
CIK: 0000771266
Period of Report: 2008-03-28

Reporting Person: CHOI HONG K (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-28	Common Stock	F	776	$2.73	Disposed	59295	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-28	Employee Stock Option (right to buy)	$10.25	D	60000	Disposed	2010-11-30	Common Stock (60000)	Direct
2008-03-28	Employee Stock Option (right to buy)	$13.00	A	60000	Acquired	2010-11-30	Common Stock (60000)	Direct
2008-03-28	Employee Stock Option (right to buy)	$5.04	D	20000	Disposed	2011-04-17	Common Stock (20000)	Direct
2008-03-28	Employee Stock Option (right to buy)	$9.39	D	25000	Disposed	2011-09-17	Common Stock (25000)	Direct
2008-03-28	Employee Stock Option (right to buy)	$4.64	D	37637	Disposed	2010-11-30	Common Stock (37637)	Direct

Footnotes

F1: On March 28, 2008, the reporting person surrendered to the issuer vested options to purchase an aggregate of 82,637 shares of common stock, of which this surrendered option is a part. The reporting person surrendered the options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting. When the reporting person agreed to surrender the options, the options surrendered had a value, based on a Black-Scholes-Merton calculation and using the same assumptions the issuer uses when preparing its financial statements, equal to approximately $114,211. The reporting person entered into an Option Surrender Agreement with the issuer on March 28, 2008.

F2: The option is fully vested and immediately exercisable.

F3: The two reported transactions involved an amendment of an outstanding option to adjust the exercise price of the option, resulting in the deemed cancellation of the old option and the grant of the replacement option. The issuer amended certain outstanding options pursuant to a remediation plan by the issuer in connection with the issuer's review of its stock option practices and related accounting.

F4: The reporting person surrendered a portion of vested shares that were subject to a restricted stock purchase agreement as payment of withholding taxes due as a result of vesting of restricted stock.

F5: On December 29, 2006, the reporting person inadvertently filed a Form 4 reporting the surrender of 794 shares of common stock. Such surrender of shares had previously been reported on December 11, 2006, the initial vesting date of the restricted stock award, and was properly reported on a Form 4 filed on December 13, 2006. As a result, the reporting person's ownership was understated by 794 shares. This filing reflects the corrected number of shares of common stock.