KOPIN CORP — Director's Dealing 2011

Sep 14, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOPIN CORP (KOPN)
CIK: 0000771266
Period of Report: 2011-09-12

Reporting Person: FAN JOHN C C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-09-12	Common Stock	G	640000	—	Acquired	2542227	Direct
2011-09-12	Common Stock	G	260000	—	Acquired	2802227	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-09-12	Phantom Stock	$	A	380000	Acquired	2014-09-12	Common Stock (380000)	Direct

Footnotes

F1: Common stock vests, 33% on December 10, 2012, 33% on December 10, 2013 and 34% on December 10, 2014.

F2: Kopin Corporation's Compensation Committee implemented an incentive plan comprised of 260,000 shares of restricted stock and 380,000 shares of Phantom Stock. The 260,000 shares of restricted stock will vest at the end of the first 10 consecutive trading day period following the grant date during which Kopin Corporation's common stock trades at a price per share equal to or greater than $5.25. In addition, Dr. Fan will receive the cash value of 380,000 shares of Kopin Corporation's common stock on the date the 260,000 shares of restricted stock vest.