KOPIN CORP — Director's Dealing 2011

Feb 24, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOPIN CORP (KOPN)
CIK: 0000771266
Period of Report: 2011-02-18

Reporting Person: SNEIDER RICHARD (CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-02-18	Common Stock	A	25000	—	Acquired	290023	Direct
2011-02-18	Common Stock	A	19592	—	Acquired	309615	Direct

Footnotes

F1: Restricted stock grant vests 50% on December 10, 2013 and 50% on December 10, 2015

F2: 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 restricted shares the employee is eligible to receive is be based on the level of financial milestones achieved through December 10, 2011. In addition to achievement of the financial milestones the employee must remain employed by the Company. Assuming all 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, 2011, and the remaining 50% will vest if the employee remains employed through December 10, 2012. Shares which are not earned or do vest will be forfeited. The number of shares shown assumes the achievement of all milestones and full vesting.