Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2009, the Board of Directors of Kopin Corporation (the "Company") approved an amendment to the Company's 2001 Equity Incentive Plan. Under the terms of the 2001 Equity Incentive Plan, as amended (the "Plan"), the Company may not, without stockholder approval, amend the terms of any outstanding awards with the effect of (i) reducing the exercise price of outstanding options or
(ii) cancelling outstanding options in exchange for cash, other awards, or options with an exercise price less than the exercise price of the original option. This amendment shall not apply to corporate transactions involving the Company, including without limitation those transactions described in Section 8 of the Plan.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description
10.1 2001 Equity Incentive Plan, As Amended

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