KOPIN CORP — Director's Dealing 2009

Dec 4, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOPIN CORP (KOPN)
CIK: 0000771266
Period of Report: 2009-12-01

Reporting Person: SNEIDER RICHARD (Treasurer and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-12-01	Common Stock	A	25000	—	Acquired	235077	Direct
2009-12-01	Common Stock	A	10004	—	Acquired	245081	Direct
2009-12-01	Common Stock	A	25000	—	Acquired	270081	Direct

Footnotes

F1: Vesting of Stock, 50% on December 10, 2011 and 50% on December 10, 2013.

F2: The common stock is subject to certain forfeiture provisions. Some, all or none of the shares vest upon the achievement of certain financial milestones and the employee remaining employed by the Company as of certain specified dates. The number of shares of restricted stock the employee is eligible to receive is based on the level of financial milestone achieved through December 25, 2010. In addition to achievement of the financial milestones the employee must remain employed by the Company. Assuming the financial milestones are met, 50% of the shares the employee is eligible to receive will vest if they remain with the Company through December 10, 2010 and the remaining 50% will vest if the employee remains employed through December 10, 2011. Shares which are not earned or do not vest will be forfeited. The number of shares shown assumes the achievement of all financial milestones and full vesting.

F3: Shares subject to vesting upon the completion of certain performance criteria.