Types of Awards
The 2020 EIP provides for the issuance of stock options (including non-statutory stock options and
incentive stock option), stock appreciation rights (referred to as SARs), restricted stock, restricted stock units (RSUs), stock bonuses and other stock-based awards to officers, employees,
non-employee directors, independent contractors and consultants of Kopin Corporation or its affiliates.
Purpose and Types of Grants
The purpose of the 2020 EIP is to attract and retain employees, non-employee directors and consultants,
and advisors. The 2020 EIP provides for the issuance of incentive stock options, non-qualified stock options, stock awards, stock units, stock appreciation rights and other stock-based awards. The 2020 EIP is
intended to provide an incentive to participants to contribute to our economic success by aligning the economic interests of participants with those of our stockholders.
Administration
The 2020
EIP is administered by the Compensation Committee of our Board, and the Compensation Committee will determine all of the terms and conditions applicable to grants under the 2020 EIP. Our Compensation Committee determines who receives grants under
the 2020 EIP and the number of shares of common stock that will be subject to grants, except that grants to members of our Board must be authorized by a majority of our Board. Our Compensation Committee may delegate authority under the 2020 EIP to
one or more subcommittees as it deems appropriate. Subject to compliance with applicable law and stock exchange requirements, the Compensation Committee (or our Board or a subcommittee, as applicable) may delegate all or part of its authority to our
Chief Executive Officer, as it deems appropriate, with respect to grants to employees or key advisors who are not executive officers under Section 16 of the Exchange Act. Our Compensation Committee, our Board, any subcommittee or the Chief
Executive Officer, as applicable, that has authority with respect to a specific grant will be referred to as the committee in this description of the 2020 EIP.
Shares Subject to the Plan
Subject to adjustment, our 2020 EIP currently authorizes the issuance or transfer of up to 5,500,000 shares of our common stock. In addition,
shares of common stock underlying any outstanding award granted under the Prior Plan that, following the effective date of the 2020 EIP, expires, or is terminated, surrendered or forfeited for any reason without issuance of such shares shall be
available for new grants under the 2020 EIP.
If any options or SARs expire or are canceled, forfeited, exchanged or surrendered without
having been exercised, or if any stock awards, stock units or other stock-based awards are forfeited, terminated or otherwise not paid in full, the shares of our common stock subject to such awards will again be available for purposes of the 2020
EIP. If shares of our common stock are surrendered in payment of the exercise price of an option, the number of shares of common stock available for issuance under the 2020 EIP will be reduced only by the net number of shares actually issued by us
upon such exercise and not by the gross number of shares as to which such option is exercised. Upon the exercise of any SAR under the 2020 EIP, the number of shares of our common stock available for issuance will be reduced only by the net number of
shares actually issued by us upon such exercise.
If shares of our common stock are withheld by us in satisfaction of the withholding
taxes incurred in connection with the issuance, vesting or exercise of any grant or the issuance of our common stock under the 2020 EIP, the number of shares of common stock available for issuance will be reduced by the net number of shares issued,
vested or exercised under such grant, calculated in each instance after payment of such share withholding. If any awards are paid in cash, and not in shares of our common stock, any shares of our common stock subject to such awards will also be
available for future awards. If we repurchase shares of our common
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