Form 8-K
8-K — KOPIN CORP
Accession: 0001493152-26-025591
Filed: 2026-05-28
Period: 2026-05-21
CIK: 0000771266
SIC: 3674 (SEMICONDUCTORS & RELATED DEVICES)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported) May 21, 2026
KOPIN
CORPORATION
(Exact
Name of Registrant as Specified in Charter)
Delaware
000-19882
04-2833935
(State
or Other Jurisdiction
of
Incorporation)
(Commission
File
Number)
(IRS
Employer
Identification
No.)
125
North Drive, Westborough, MA 01581
(Address
of Principal Executive Offices) (Zip Code)
(508)
870-5959
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2 below):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading
Symbol
Name
of each exchange on which registered
Common
Stock, par value $0.01
KOPN
Nasdaq
Capital Market
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 21, 2026, Kopin Corporation (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved an amendment and restatement (the “Amendment”) of
the Kopin Corporation 2020 Equity Incentive Plan (the “Plan”). The Company’s Board of Directors previously approved
the Amendment of the Plan, subject to stockholder approval, at the Board of Directors meeting on April 16, 2026. The Amendment,
among other changes, increased the number of shares available for issuance under the Plan and extended the term of the Plan.
The
foregoing description of the Amendment of the Plan does not purport to be complete and is subject to and qualified in its entirety
by reference to the Amended and Restated Kopin Corporation 2020 Equity Incentive plan, a copy of which is attached hereto as Exhibit
10.1 and is incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
At
the Annual Meeting, the following matters were acted upon:
1.
ELECTION OF DIRECTORS
Jill
J. Avery, Michael Murray, David Nieuwsma, Margaret Seif and Paul Walsh Jr. were all elected to serve as directors of the Company each
for a term expiring at the Company’s 2027 Annual Meeting and until their successors are duly elected and qualified.
The
results of the election of directors are below.
Nominee
Votes For
Votes Against
Abstentions
Broker Non-Votes
Jill J. Avery
69,327,462
688,359
44,749
44,251,551
Michael Murray
69,720,247
301,272
39,051
44,251,551
David Nieuwsma
69,371,283
590,168
99,119
44,251,551
Margaret Seif
69,601,949
403,625
54,996
44,251,551
Paul V. Walsh Jr.
69,348,820
616,606
95,144
44,251,551
2.
APPROVAL OF THE AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN.
Votes For
Votes Against
Abstain
Broker Non-Votes
68,660,986
849,750
549,834
44,251,551
3.
RATIFICATION OF APPOINTMENT OF BDO USA, P.C.AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING
DECEMBER 26, 2026.
A
proposal to ratify the appointment of BDO USA, P.C. as the independent registered public accounting firm of the Company for the
current fiscal year was approved by the following votes:
Votes For
Votes Against
Abstain
Broker Non-Votes
112,844,182
1,223,442
244,497
—
4.
APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.
An
advisory vote to approve the compensation of the Company’s named executive officers was approved by the following votes:
Votes For
Votes Against
Abstain
Broker Non-Votes
68,891,995
879,772
288,803
44,251,551
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
Description
10.1
Kopin Corporation Amended and Restated 2020 Equity Incentive Plan
104
Cover
Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
KOPIN
CORPORATION
Dated:
May 28, 2026
/s/
Erich Manz
Erich
Manz
Treasurer
and Chief Financial Officer
(Principal
Financial and Accounting Officer)
EX-10.1
EX-10.1
Filename: ex10-1.htm · Sequence: 2
Exhibit
10.1
AMENDED
AND RESTATED 2020 EQUITY PLAN
KOPIN
CORPORATION
2020
EQUITY INCENTIVE PLAN
(amended
and restated effective as of the Restatement Effective Date)
This
Kopin Corporation 2020 Incentive Equity Plan (as in effect from time to time, the “Plan”) first became effective as
of May 20, 2020 upon approval of the Company’s stockholders (the “Original Effective Date”). Since the Original
Effect Date, the Plan has been amended several times to increase the number of shares of Company Stock that may be issued or transferred
under the Plan, most recently of which occurred on June 26, 2025, upon approval of the Company’s stockholders. This Plan, as herein
amended and restated, will be effective as of Restatement Effective Date. Changes made pursuant to this amendment and restatement shall
only apply on and after the Restatement Effective Date and to any Grants made on and after the Restatement Effective Date. Grants made
prior to the Restatement Effective Date shall continue to be governed by the applicable Grant Instrument and the terms of the Plan in
effect prior to the Restatement Effective Date without giving effect to changes made pursuant to this amendment and restatement.
The
Plan is a successor to the Kopin Corporation 2010 Equity Incentive Plan, as amended and restated (the “Prior Plan”).
No additional grants have been or shall be made under the Prior Plan after the Original Effective Date. Outstanding grants under the
Prior Plan shall continue in effect according to their terms, consistent with the applicable terms of the Prior Plan.
The
purpose of the Plan is to provide employees of Kopin Corporation, a Delaware corporation (together with its successors, the “Company”),
and its subsidiaries, certain consultants and advisors who perform services for the Company or its subsidiaries, and non-employee members
of the Board of Directors of the Company, with the opportunity to receive grants of incentive stock options, nonqualified stock options,
stock appreciation rights, stock awards, stock units, and other stock-based awards.
The
Company believes that the Plan will encourage the participants to contribute materially to the growth of the Company, thereby benefitting
the Company’s stockholders, and will align the economic interests of the participants with those of the stockholders.
Capitalized
terms used and not otherwise defined herein shall have the meanings ascribed to such term in Section 1 below.
Section
1. Definitions
The
following terms shall have the meanings set forth below for purposes of the Plan:
(a)
“Board” shall mean the Board of Directors of the Company.
(b)
“Cause” shall have the meaning given to that term in any written employment agreement, offer letter or severance agreement
between the Employer and the Participant, or if no such agreement exists or if such term is not defined therein, and unless otherwise
defined in the Grant Instrument, Cause shall mean a finding by the Committee that the Participant (i) has breached his or her employment
or service contract with the Employer, (ii) has engaged in disloyalty to the Employer, including, without limitation, fraud, embezzlement,
theft, commission of a felony or proven dishonesty, (iii) has disclosed trade secrets or confidential information of the Employer to
persons not entitled to receive such information, (iv) has breached any written non-competition, non-solicitation, invention assignment
or confidentiality agreement between the Participant and the Employer or (v) has engaged in such other behavior detrimental to the interests
of the Employer as the Committee determines.
(c)
“CEO” shall mean the Chief Executive Officer of the Company.
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(d)
Unless otherwise set forth in a Grant Instrument, a “Change of Control” shall be deemed to have occurred if:
(i)
Any “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act) becomes a “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of
the voting power of the then outstanding securities of the Company; provided that a Change of Control shall not be deemed to occur as
a result of a transaction in which the Company becomes a direct or indirect subsidiary of another Person and in which the stockholders
of the Company, immediately prior to the transaction, will beneficially own, immediately after the transaction, shares of such other
Person representing more than 50% of the voting power of the then outstanding securities of such other Person.
(ii)
The consummation of (A) a merger or consolidation of the Company with another Person where, immediately after the merger or consolidation,
the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, in substantially the same
proportion as ownership immediately prior to the merger or consolidation, shares entitling such stockholders to more than 50% of all
votes to which all stockholders of the surviving Person would be entitled in the election of directors, or where the members of the Board,
immediately prior to the merger or consolidation, will not, immediately after the merger or consolidation, constitute a majority of the
board of directors of the surviving Person or (B) a sale or other disposition of all or substantially all of the assets of the Company.
(iii)
A change in the composition of the Board over a period of 12 consecutive months or less such that a majority of the Board members ceases,
by reason of one or more contested elections, or threatened election contests, for Board membership, to be comprised of individuals who
either (A) have been Board members continuously since the beginning of such period or (B) have been elected or nominated for election
as Board members during such period by at least a majority of the Board members described in clause (A) who were still in office at the
time the Board approved such election or nomination.
(iv)
The consummation of a complete dissolution or liquidation of the Company.
The
Committee may modify the definition of Change of Control for a particular Grant as the Committee deems appropriate to comply with section
409A of the Code or otherwise. Notwithstanding the foregoing, if a Grant constitutes deferred compensation subject to section 409A of
the Code and the Grant provides for payment upon a Change of Control, then, for purposes of such payment provisions, no Change of Control
shall be deemed to have occurred upon an event described in items (i) - (iv) above unless the event would also constitute a change in
ownership or effective control of, or a change in the ownership of a substantial portion of the assets of, the Company under section
409A of the Code.
(e)
“Code” shall mean the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
(f)
“Committee” shall mean the Compensation Committee of the Board or another committee appointed by the Board to administer
the Plan. The Committee shall consist of directors who are “non-employee directors” as defined under Rule 16b-3 promulgated
under the Exchange Act and “independent directors,” as determined in accordance with the independence standards established
by the stock exchange on which the Company Stock is at the time primarily traded.
(g)
“Company Stock” shall mean common stock, par value $0.01 per share, of the Company, and such other securities as may
be substituted for Company Stock pursuant to Section 4(c).
(h)
“Disability” or “Disabled” shall mean, unless otherwise set forth in the Grant Instrument, a Participant’s
becoming disabled within the meaning of the Employer’s long-term disability plan applicable to the Participant.
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(i)
“Dividend Equivalent” shall mean an amount determined by multiplying the number of shares of Company Stock subject
to a Stock Unit or Other Stock-Based Award by the per-share cash dividend paid by the Company on its outstanding Company Stock, or the
per-share Fair Market Value of any dividend paid on its outstanding Company Stock in consideration other than cash. If interest is credited
on accumulated divided equivalents, the term “Dividend Equivalent” shall include the accrued interest.
(j)
“Employee” shall mean an employee of the Employer (including an officer or director who is also an employee), but
excluding any person who is classified by the Employer as a “contractor” or “consultant,” no matter how characterized
by the Internal Revenue Service, other governmental agency or a court. Any change of characterization of an individual by the Internal
Revenue Service or any court or government agency shall have no effect upon the classification of an individual as an Employee for purposes
of this Plan, unless the Committee determines otherwise.
(k)
“Employed by, or providing service to, the Employer” shall mean employment or service as an Employee, Key Advisor
or member of the Board (so that, for purposes of exercising Options and SARs and satisfying conditions with respect to Stock Awards,
Stock Units, and Other Stock-Based Awards, a Participant shall not be considered to have terminated employment or service until the Participant
ceases to be an Employee, Key Advisor and member of the Board), unless the Committee determines otherwise. If a Participant’s relationship
is with a subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant will be deemed to cease
employment or service when the entity ceases to be a subsidiary of the Company, unless the Participant transfers employment or service
to an Employer. If a Participant has military, sick leave or other bona fide leave, the Participant will not be deemed to cease employment
or service solely as a result of such leave; provided that such leave does not exceed the longer of 90 days or the period during which
the absent Participant’s reemployment rights, if any, are guaranteed by statute or contract. To the extent consistent with applicable
law, the Committee may provide that Grants continue to vest for all or a portion of the period of such leave, or that vesting shall be
tolled during such leave and only recommence upon the Participant’s return from such leave.
(l)
“Employer” shall mean the Company and its subsidiaries.
(m)
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
(n)
“Exercise Price” shall mean the per share price at which shares of Company Stock may be purchased under an Option,
as designated by the Committee.
(o)
“Fair Market Value” shall mean:
(i)
If the Company Stock is publicly traded, the Fair Market Value per share shall be determined as follows: (A) if the principal trading
market for the Company Stock is a national securities exchange, the closing sales price during regular trading hours on the relevant
date or, if there were no trades on that date, the latest preceding date upon which a sale was reported, or (B) if the Company Stock
is not principally traded on any such exchange, the last reported sale price of a share of Company Stock during regular trading hours
on the relevant date, as reported by the OTC Bulletin Board.
(ii)
If the Company Stock is not publicly traded or, if publicly traded, is not subject to reported transactions as set forth above, the Fair
Market Value per share shall be determined by the Committee through any reasonable valuation method authorized under the Code.
(p)
“GAAP” shall mean United States generally accepted accounting principles.
(q)
“Grant” shall mean an Option, SAR, Stock Award, Stock Unit or Other Stock-Based Award granted under the Plan.
(r)
“Grant Instrument” shall mean the written agreement that sets forth the terms and conditions of a Grant, including
all amendments thereto.
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(s)
“Incentive Stock Option” shall mean an Option that is intended to meet the requirements of an incentive stock option
under section 422 of the Code.
(t)
“Key Advisor” shall mean a consultant or advisor of the Employer.
(u)
“Non-Employee Director” shall mean a member of the Board who is not an Employee.
(v)
“Nonqualified Stock Option” shall mean an Option that is not intended to be taxed as an incentive stock option under
section 422 of the Code.
(w)
“Option” shall mean an option to purchase shares of Company Stock, as described in Section 6.
(x)
“Other Stock-Based Award” shall mean any Grant based on, measured by or payable in Company Stock (other than an Option,
Stock Unit, Stock Award, or SAR), as described in Section 10.
(y)
“Participant” shall mean an Employee, Key Advisor or Non-Employee Director designated by the Committee to participate
in the Plan.
(z)
“Performance Goals” shall mean the business criteria selected by the Company to measure the level of performance of
the Company or an affiliate during a performance period, which may include, but are not limited to, one or more of the following criteria:
cash flow; free cash flow; earnings (including gross margin, earnings before interest and taxes, earnings before taxes, earnings before
interest, taxes, depreciation, amortization and charges for stock-based compensation, earnings before interest, taxes, depreciation and
amortization, adjusted earnings before interest, taxes, depreciation and amortization and net earnings); earnings per share; growth in
earnings or earnings per share; book value growth; stock price; return on equity or average stockholder equity; total stockholder return
or growth in total stockholder return either directly or in relation to a comparative group; return on capital; return on assets or net
assets; revenue, growth in revenue or return on sales; sales; expense reduction or expense control; expense to revenue ratio; income,
net income or adjusted net income; operating income, net operating income, adjusted operating income or net operating income after tax;
operating profit or net operating profit; operating margin; gross profit margin; return on operating revenue or return on operating profit;
regulatory filings; regulatory approvals, litigation and regulatory resolution goals; other operational, regulatory or departmental objectives;
budget comparisons; growth in stockholder value relative to established indexes, or another peer group or peer group index; development
and implementation of strategic plans and/or organizational restructuring goals; development and implementation of risk and crisis management
programs; improvement in workforce diversity; compliance requirements and compliance relief; safety goals; productivity goals; workforce
management and succession planning goals; economic value added (including typical adjustments consistently applied from generally accepted
accounting principles required to determine economic value added performance measures); measures of customer satisfaction, employee satisfaction
or staff development; development or marketing collaborations, formations of joint ventures or partnerships or the completion of other
similar transactions intended to enhance the Company’s revenue or profitability or enhance its customer base; merger and acquisitions;
and other similar criteria as determined by the Committee. Performance goals applicable to a Grant shall be determined by the Committee,
and may be established on an absolute or relative basis and may be established on a corporate-wide basis or with respect to one or more
business units, divisions, subsidiaries or business segments. Relative performance may be measured against a group of peer companies,
a financial market index or other objective and quantifiable indices.
(aa)
“Person” shall mean any natural person, corporation, limited liability company, partnership, trust, joint stock company,
business trust, unincorporated association, joint venture, governmental authority or other legal entity of any nature whatsoever.
(bb)
“Restriction Period” shall have the meaning given that term in Section 7(a).
(cc)
“Restatement Effective Date” shall mean the date of the Annual Meeting of Stockholders to be held on May 21, 2026
or such other date upon which the Company’s stockholders approve the Plan as herein amended and restated.
A-4
(dd)
“SAR” shall mean a stock appreciation right, as described in Section 9.
(ee)
“Stock Award” shall mean an award of Company Stock, as described in Section 7.
(ff)
“Stock Unit” shall mean an award of a phantom unit representing a share of Company Stock, as described in Section
8.
(gg)
“Substitute Awards” shall have the meaning given that term in Section 4(c).
Section
2. Administration
(a)
Committee. The Plan shall be administered and interpreted by the Committee; provided, however, that any Grants to members of the
Board must be authorized by a majority of the Board. The Committee may delegate authority to one or more subcommittees, as it deems appropriate.
Subject to compliance with applicable law and the applicable stock exchange rules, the Board, in its discretion, may perform any action
of the Committee hereunder. To the extent that the Board, a subcommittee or the CEO, as described below administers the Plan, references
in the Plan to the “Committee” shall be deemed to refer to the Board or such subcommittee or the CEO.
(b)
Delegation to CEO. Subject to compliance with applicable law and applicable stock exchange requirements, the Committee may delegate
all or part of its authority and power to the CEO, 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.
(c)
Committee Authority. The Committee shall have the sole authority to (i) determine the individuals to whom Grants shall be made
under the Plan, (ii) determine the type, size, terms and conditions of the Grants to be made to each such individual, (iii) determine
the time when the Grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability
and the acceleration of exercisability, (v) amend the terms of any previously issued Grant, subject to the provisions of Section 17 below,
(vi) determine and adopt terms, guidelines, and provisions, not inconsistent with the Plan and applicable law, that apply to individuals
residing outside of the United States who receive Grants under the Plan, and (vii) deal with any other matters arising under the Plan.
(d)
Committee Determinations. The Committee shall have full power and express discretionary authority to administer and interpret
the Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the
Plan and for the conduct of its business as it deems necessary or advisable, in its sole discretion. The Committee’s interpretations
of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and binding
on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its
sole discretion, in the best interest of the Company, not as a fiduciary, and in keeping with the objectives of the Plan and need not
be uniform as to similarly situated individuals.
(e)
Indemnification. No member of the Committee or the Board, and no employee of the Company shall be liable for any act or failure
to act with respect to the Plan, except in circumstances involving his or her bad faith or willful misconduct, or for any act or failure
to act hereunder by any other member of the Committee or employee or by any agent to whom duties in connection with the administration
of this Plan have been delegated. The Company shall indemnify members of the Committee and the Board and any agent of the Committee or
the Board who is an employee of the Company or a subsidiary against any and all liabilities or expenses to which they may be subjected
by reason of any act or failure to act with respect to their duties on behalf of the Plan, except in circumstances involving such person’s
bad faith or willful misconduct.
A-5
Section
3. Grants
Grants
under the Plan may consist of Options as described in Section 6, Stock Awards as described in Section 7, Stock Units as described in
Section 8, SARs as described in Section 9, and Other Stock-Based Awards as described in Section 10. All Grants shall be subject to the
terms and conditions set forth herein and to such other terms and conditions consistent with this Plan as the Committee deems appropriate
and as are specified in writing by the Committee to the individual in the Grant Instrument. All Grants shall be made conditional upon
the Participant’s acknowledgement, in writing or by acceptance of the Grant, that all decisions and determinations of the Committee
shall be final and binding on the Participant, his or her beneficiaries and any other person having or claiming an interest under such
Grant. Grants under a particular Section of the Plan need not be uniform as among the Participants.
Section
4. Shares Subject to the Plan
(a)
Shares Authorized. Subject to adjustment as described below in Sections 4(b) and 4(e) below, the aggregate number of shares of
Company Stock that may be issued or transferred under the Plan on or following the Restatement Effective Date shall be 6,000,000 shares.
In addition, shares of Company Stock that remained available for Grants as of the Restatement Effective Date and any shares of Company
Stock underlying outstanding Grants made under the Plan or grants awarded under the Prior Plan that, in each case following the Restatement
Effective Date, expire, or are terminated, surrendered or forfeited for any reason without issuance of such shares shall be available
for the award of new Grants under this Plan. Subject to adjustment as described below in Sections 4(b) and 4(e) below, the aggregate
number of shares of Company Stock that may be issued or transferred under the Plan pursuant to Incentive Stock Options shall not exceed
10,000,000 shares of Company Stock.
(b)
Source of Shares; Share Counting. Shares issued or transferred under the Plan may be authorized but unissued shares of Company
Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If
and to the extent Options or SARs granted under the Plan, 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 subject to such Grants shall again be available for purposes of the Plan. If shares of Company Stock otherwise issuable under
the Plan are surrendered in payment of the Exercise Price of an Option, then the surrendered shares will not again be available for issuance
under the Plan. Upon the exercise of any SAR under the Plan, the number of shares of Company Stock available for issuance under the Plan
shall be reduced by the gross number of shares subject to the exercised SAR without regard to the number of shares of Company Stock actually
issued upon exercise of the SARs. If shares of Company Stock otherwise issuable under the Plan are withheld by the Company in satisfaction
of the withholding taxes incurred in connection with the issuance, vesting or exercise of any Grant or the issuance of Company Stock
thereunder, then the number of shares of Company Stock withheld for taxes may not again be made available for issuance under the Plan.
To the extent any Grants are paid in cash, and not in shares of Company Stock, any shares previously subject to such Grants shall again
be available for issuance or transfer under the Plan. For the avoidance of doubt, if shares are repurchased by the Company on the open
market with the proceeds of the Exercise Price of Options, such shares may not again be made available for issuance under the Plan.
(c)
Substitute Awards. Shares issued or transferred under Grants made pursuant to an assumption, substitution or exchange for previously
granted awards of a company acquired by the Company in a transaction (“Substitute Awards”) shall not reduce the number
of shares of Company Stock available under the Plan and available shares under a stockholder approved plan of an acquired company (as
appropriately adjusted to reflect the transaction) may be used for Grants under the Plan and shall not reduce the Plan’s share
reserve (subject to applicable stock exchange listing and Code requirements).
(d)
Individual Limits for Non-Employee Directors. The maximum aggregate grant date value of shares of Company Stock subject to Grants
granted to any Non-Employee Director during any calendar year, taken together with any cash fees earned by such Non-Employee Director
for services rendered as a Non-Employee Director during the calendar year, shall not exceed $500,000 in total value. For purposes of
this limit, the value of such Grants shall be calculated based on the grant date fair value of such Grants for financial reporting purposes.
A-6
(e)
Adjustments. If there is any change in the number or kind of shares of Company Stock outstanding by reason of (i) a stock dividend,
spinoff, recapitalization, stock split, reverse stock split or combination or exchange of shares, (ii) a merger, reorganization or consolidation,
(iii) a reclassification or change in par value, or (iv) any other extraordinary or unusual event affecting the outstanding Company Stock
as a class without the Company’s receipt of consideration, or if the value of outstanding shares of Company Stock is substantially
reduced as a result of a spinoff or the Company’s payment of an extraordinary dividend or distribution, the maximum number and
kind of shares of Company Stock available for issuance under the Plan, the number and kind of shares covered by outstanding Grants, the
number and kind of shares issued and to be issued under the Plan, and the price per share or the applicable market value of such Grants
shall be equitably adjusted by the Committee to reflect any increase or decrease in the number of, or change in the kind or value of,
the issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits under the
Plan and such outstanding Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. In
addition, in the event of a Change of Control, the provisions of Section 12 of the Plan shall apply. Any adjustments to outstanding Grants
shall be consistent with section 409A or 424 of the Code, to the extent applicable. The adjustments of Grants under this Section 4(e)
shall include adjustment of shares, Exercise Price of Stock Options, base amount of SARs, Performance Goals or other terms and conditions,
as the Committee deems appropriate. The Committee shall have the sole discretion and authority to determine what appropriate adjustments
shall be made and any adjustments determined by the Committee shall be final, binding and conclusive.
Section
5. Eligibility for Participation
(a)
Eligible Persons. All Employees and Non-Employee Directors shall be eligible to participate in the Plan. Key Advisors shall be
eligible to participate in the Plan if the Key Advisors render bona fide services to the Employer, the services are not in connection
with the offer and sale of securities in a capital-raising transaction and the Key Advisors do not directly or indirectly promote or
maintain a market for the Company’s securities.
(b)
Selection of Participants. The Committee shall select the Employees, Non-Employee Directors and Key Advisors to receive Grants
and shall determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee determines.
Section
6. Options
The
Committee may grant Options to an Employee, Non-Employee Director or Key Advisor upon such terms as the Committee deems appropriate.
The following provisions are applicable to Options:
(a)
Number of Shares. The Committee shall determine the number of shares of Company Stock that will be subject to each Grant of Options
to Employees, Non-Employee Directors and Key Advisors.
(b)
Type of Option and Exercise Price.
(i)
The Committee may grant Incentive Stock Options or Nonqualified Stock Options or any combination of the two, all in accordance with the
terms and conditions set forth herein. Incentive Stock Options may be granted only to employees of the Company or its parent or subsidiary
corporations, as defined in section 424 of the Code. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors and
Key Advisors.
(ii)
The Exercise Price of Company Stock subject to an Option shall be determined by the Committee and shall be equal to or greater than the
Fair Market Value of a share of Company Stock on the date the Option is granted. However, an Incentive Stock Option may not be granted
to an Employee who, at the time of grant, owns stock possessing more than 10% of the total combined voting power of all classes of stock
of the Company, or any parent or subsidiary corporation of the Company, as defined in section 424 of the Code, unless the Exercise Price
per share is not less than 110% of the Fair Market Value of a share of Company Stock on the date of grant.
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(c)
Option Term. The Committee shall determine the term of each Option. The term of any Option shall not exceed ten years from the
date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the Company, or any parent or subsidiary corporation of the Company,
as defined in section 424 of the Code, may not have a term that exceeds five years from the date of grant. Notwithstanding the foregoing,
in the event that on the last business day of the term of an Option (other than an Incentive Stock Option), the exercise of the Option
is prohibited by applicable law, including a prohibition on purchases or sales of Company Stock under the Company’s insider trading
policy, the term of the Option shall be extended for a period of 30 days following the end of the legal prohibition, unless the Committee
determines otherwise.
(d)
Exercisability of Options. Options shall become exercisable in accordance with such terms and conditions, consistent with the
Plan, as may be determined by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of
any or all outstanding Options at any time for any reason.
(e)
Grants to Non-Exempt Employees. Notwithstanding the foregoing, Options granted to persons who are non-exempt employees under the
Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such
Options may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon
a Change of Control or other circumstances permitted by applicable regulations).
(f)
Termination of Employment or Service. Except as provided in the Grant Instrument, an Option may only be exercised while the Participant
is employed by, or providing services to, the Employer. The Committee shall determine in the Grant Instrument under what circumstances
and during what time periods a Participant may exercise an Option after termination of employment or service.
(g)
Exercise of Options. A Participant may exercise an Option that has become exercisable, in whole or in part, by delivering a notice
of exercise to the Company. The Participant shall pay the Exercise Price for an Option as specified by the Committee (i) in cash, (ii)
unless the Committee determines otherwise, by delivering shares of Company Stock owned by the Participant and having a Fair Market Value
on the date of exercise at least equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to ownership of
shares of Company Stock having a Fair Market Value on the date of exercise at least equal to the Exercise Price, (iii) by payment through
a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board, (iv) if permitted by the Committee, by
withholding shares of Company Stock subject to the exercisable Option, which have a Fair Market Value on the date of exercise equal to
the Exercise Price, or (v) by such other method as the Committee may approve. Shares of Company Stock used to exercise an Option shall
have been held by the Participant for the requisite period of time necessary to avoid adverse accounting consequences to the Company
with respect to the Option. Payment for the shares to be issued or transferred pursuant to the Option, and any required withholding taxes,
must be received by the Company by the time specified by the Committee depending on the type of payment being made, but in all cases
prior to the issuance or transfer of such shares.
(h)
Limits on Incentive Stock Options. Each Incentive Stock Option shall provide that, if the aggregate Fair Market Value of the Company
Stock on the date of the grant with respect to which Incentive Stock Options are exercisable for the first time by a Participant during
any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the
Option, as to the excess, shall be treated as a Nonqualified Stock Option.
Section
7. Stock Awards
The
Committee may issue or transfer shares of Company Stock to an Employee, Non-Employee Director or Key Advisor under a Stock Award, upon
such terms as the Committee deems appropriate. The following provisions are applicable to Stock Awards:
(a)
General Requirements. Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued or transferred for
consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee
may, but shall not be required to, establish conditions under which restrictions on Stock Awards shall lapse over a period of time or
according to such other criteria as the Committee deems appropriate, including, without limitation, restrictions based on the achievement
of specific Performance Goals. The period of time during which the Stock Awards will remain subject to restrictions will be designated
in the Grant Instrument as the “Restriction Period.”
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(b)
Number of Shares. The Committee shall determine the number of shares of Company Stock to be issued or transferred pursuant to
a Stock Award and the restrictions applicable to such shares.
(c)
Requirement of Employment or Service. If the Participant ceases to be employed by, or provide service to, the Employer during
a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Stock Award
shall terminate as to all shares covered by the Grant as to which the restrictions have not lapsed, and those shares of Company Stock
must be immediately returned to the Company. The Committee may, however, provide for complete or partial exceptions to this requirement
as it deems appropriate.
(d)
Restrictions on Transfer and Legend on Stock Certificate. During the Restriction Period, a Participant may not sell, assign, transfer,
pledge or otherwise dispose of the shares of a Stock Award except under Section 15 below. Unless otherwise determined by the Committee,
the Company will retain possession of certificates for shares of Stock Awards until all restrictions on such shares have lapsed. Each
certificate for a Stock Award, unless held by the Company, shall contain a legend giving appropriate notice of the restrictions in the
Grant. The Participant shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions
when all restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock
Awards until all restrictions on such shares have lapsed.
(e)
Right to Vote and to Receive Dividends. Unless the Committee determines otherwise, during the Restriction Period, the Participant
shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares, subject
to any restrictions deemed appropriate by the Committee, including, without limitation, the achievement of specific Performance Goals;
provided, however, that dividends shall vest and be paid only if and to the extent that the underlying Stock Award vests.
(f)
Lapse of Restrictions. All restrictions imposed on Stock Awards shall lapse upon the expiration of the applicable Restriction
Period and the satisfaction of all conditions, if any, imposed by the Committee. The Committee may determine, as to any or all Stock
Awards, that the restrictions shall lapse without regard to any Restriction Period.
Section
8. Stock Units
The
Committee may grant Stock Units, each of which shall represent one hypothetical share of Company Stock, to an Employee, Non-Employee
Director or Key Advisor upon such terms and conditions as the Committee deems appropriate. The following provisions are applicable to
Stock Units:
(a)
Crediting of Units. Each Stock Unit shall represent the right of the Participant to receive a share of Company Stock or an amount
of cash based on the value of a share of Company Stock, if and when specified conditions are met. All Stock Units shall be credited to
bookkeeping accounts established on the Company’s records for purposes of the Plan.
(b)
Terms of Stock Units. The Committee may grant Stock Units that vest and are payable if specified Performance Goals or other conditions
are met, or under other circumstances. Stock Units may be paid at the end of a specified performance period or other period, or payment
may be deferred to a date authorized by the Committee. The Committee may accelerate vesting or payment, as to any or all Stock Units
at any time for any reason, provided such acceleration complies with section 409A of the Code. The Committee shall determine the number
of Stock Units to be granted and the requirements applicable to such Stock Units.
(c)
Requirement of Employment or Service. If the Participant ceases to be employed by, or provide service to, the Employer prior to
the vesting of Stock Units, or if other conditions established by the Committee are not met, the Participant’s Stock Units shall
be forfeited. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate.
(d)
Payment With Respect to Stock Units. Payments with respect to Stock Units shall be made in cash, Company Stock or any combination
of the foregoing, as the Committee shall determine.
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Section
9. Stock Appreciation Rights
The
Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem with any Option. The following
provisions are applicable to SARs:
(a)
General Requirements. The Committee may grant SARs to an Employee, Non-Employee Director or Key Advisor separately or in tandem
with any Option (for all or a portion of the applicable Option). Tandem SARs may be granted either at the time the Option is granted
or at any time thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs
may be granted only at the time of the grant of the Incentive Stock Option. The Committee shall establish the base amount of the SAR
at the time the SAR is granted. The base amount of each SAR shall be equal to or greater than the Fair Market Value of a share of Company
Stock as of the date of grant of the SAR. The term of any SAR shall not exceed ten years from the date of grant. Notwithstanding the
foregoing, in the event that on the last business day of the term of a SAR, the exercise of the SAR is prohibited by applicable law,
including a prohibition on purchases or sales of Company Stock under the Company’s insider trading policy, the term shall be extended
for a period of 30 days following the end of the legal prohibition, unless the Committee determines otherwise.
(b)
Tandem SARs. In the case of tandem SARs, the number of SARs granted to a Participant that shall be exercisable during a specified
period shall not exceed the number of shares of Company Stock that the Participant may purchase upon the exercise of the related Option
during such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate. Upon
the exercise of SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock.
(c)
Exercisability. A SAR shall be exercisable during the period specified by the Committee in the Grant Instrument and shall be subject
to such vesting and other restrictions as may be specified in the Grant Instrument. The Committee may accelerate the exercisability of
any or all outstanding SARs at any time for any reason. SARs may only be exercised while the Participant is employed by, or providing
service to, the Employer or during the applicable period after termination of employment or service as specified by the Committee. A
tandem SAR shall be exercisable only during the period when the Option to which it is related is also exercisable.
(d)
Grants to Non-Exempt Employees. Notwithstanding the foregoing, SARs granted to persons who are non-exempt employees under the
Fair Labor Standards Act of 1938, as amended, may not be exercisable for at least six months after the date of grant (except that such
SARs may become exercisable, as determined by the Committee, upon the Participant’s death, Disability or retirement, or upon a
Change of Control or other circumstances permitted by applicable regulations).
(e)
Value of SARs. When a Participant exercises SARs, the Participant shall receive in settlement of such SARs an amount equal to
the value of the stock appreciation for the number of SARs exercised. The stock appreciation for a SAR is the amount by which the Fair
Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in subsection
(a).
(f)
Form of Payment. The appreciation in a SAR shall be paid in shares of Company Stock, cash or any combination of the foregoing,
as the Committee shall determine. For purposes of calculating the number of shares of Company Stock to be received, shares of Company
Stock shall be valued at their Fair Market Value on the date of exercise of the SAR.
Section
10. Other Stock-Based Awards
The
Committee may grant Other Stock-Based Awards, which are awards (other than those described in Sections 6, 7, 8 and 9 of the Plan) that
are based on or measured by Company Stock, to any Employee, Non- Employee Director or Key Advisor, on such terms and conditions as the
Committee shall determine. Other Stock-Based Awards may be awarded subject to the achievement of Performance Goals or other criteria
or other conditions and may be payable in cash, Company Stock or any combination of the foregoing, as the Committee shall determine.
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Section
11. Dividend Equivalents
The
Committee may grant Dividend Equivalents in connection with Stock Units or Other Stock-Based Awards. Dividend Equivalents may be accrued
as contingent cash obligations and may be payable in cash or shares of Company Stock, and upon such terms and conditions as the Committee
shall determine; provided, however, that Dividend Equivalents shall vest and be paid only if and to the extent that the underlying Stock
Units or Other Stock-Based Awards vest and are paid. For the avoidance of doubt, no dividends or Dividend Equivalents shall be granted
or accrue with respect to any Option or SAR granted hereunder.
Section
12. Consequences of a Change of Control
(a)
Assumption of Outstanding Grants. Upon a Change of Control where the Company is not the surviving corporation (or survives only
as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Grants that are not exercised or
paid at the time of the Change of Control shall be assumed by, or replaced with grants (with respect to cash, securities, or a combination
thereof) that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation). After a Change
of Control, references to the “Company” as they relate to employment matters shall include the successor employer in the
transaction, subject to applicable law.
(b)
Vesting Upon Certain Terminations of Employment. Unless the Grant Instrument provides otherwise, if a Participant’s employment
is terminated by the Employer without Cause upon or within 12 months following a Change of Control, the Participant’s outstanding
Grants shall become fully vested as of the date of such termination; provided that if the vesting of any such Grants is based, in whole
or in part, on performance, the applicable Grant Instrument shall specify how the portion of the Grant that becomes vested pursuant to
this Section 12(b) shall be calculated.
(c)
Other Alternatives. In the event of a Change of Control, if any outstanding Grants are not assumed by, or replaced with grants
that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation), the Committee may
(but is not obligated to) make adjustments to the terms and conditions of outstanding Grants, including, without limitation, taking any
of the following actions (or combination thereof) with respect to any or all outstanding Grants, without the consent of any Participant:
(i) the Committee may determine that outstanding Stock Options and SARs shall automatically accelerate and become fully exercisable and
the restrictions and conditions on outstanding Stock Awards, Stock Units and Dividend Equivalents shall immediately lapse; (ii) the Committee
may determine that Participants shall receive a payment in settlement of outstanding Stock Units or Dividend Equivalents, in such amount
and form as may be determined by the Committee; (iii) the Committee may require that Participants surrender their outstanding Stock Options
and SARs in exchange for a payment by the Company, in cash or Company Stock as determined by the Committee, in an amount equal to the
amount, if any, by which the then Fair Market Value of the shares of Company Stock subject to the Participant’s unexercised Stock
Options and SARs exceeds the Stock Option Exercise Price or SAR base amount, and (iv) after giving Participants an opportunity to exercise
all of their outstanding Stock Options and SARs, the Committee may terminate any or all unexercised Stock Options and SARs at such time
as the Committee deems appropriate. Such surrender, termination or payment shall take place as of the date of the Change of Control or
such other date as the Committee may specify. Without limiting the foregoing, if the per share Fair Market Value of the Company Stock
does not exceed the per share Stock Option Exercise Price or SAR base amount, as applicable, the Company shall not be required to make
any payment to the Participant upon surrender of the Stock Option or SAR.
Section
13. Deferrals
The
Committee may permit or require a Participant to defer receipt of the payment of cash or the delivery of shares that would otherwise
be due to such Participant in connection with any Grant. If any such deferral election is permitted or required, the Committee shall
establish rules and procedures for such deferrals and may provide for interest or other earnings to be paid on such deferrals. The rules
and procedures for any such deferrals shall be consistent with applicable requirements of section 409A of the Code.
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Section
14. Withholding of Taxes
(a)
Required Withholding. All Grants under the Plan shall be subject to applicable United States federal (including FICA), state and
local, foreign country or other tax withholding requirements. The Employer may require that the Participant or other person receiving
Grants or exercising Grants pay to the Employer an amount sufficient to satisfy such tax withholding requirements with respect to such
Grants, or the Employer may deduct from other wages and compensation paid by the Employer the amount of any withholding taxes due with
respect to such Grants.
(b)
Share Withholding. The Committee may permit or require the Employer’s tax withholding obligation with respect to Grants
paid in Company Stock to be satisfied by having shares withheld up to an amount that does not exceed the Participant’s applicable
withholding tax rate for United States federal (including FICA), state and local, foreign country or other tax liabilities. The Committee
may, in its discretion, and subject to such rules as the Committee may adopt, allow Participants to elect to have such share withholding
applied to all or a portion of the tax withholding obligation arising in connection with any particular Grant. Unless the Committee determines
otherwise, share withholding for taxes shall not exceed the Participant’s minimum applicable tax withholding amount.
Section
15. Transferability of Grants
(a)
Nontransferability of Grants. Except as described in subsection (b) below, only the Participant may exercise rights under a Grant
during the Participant’s lifetime. A Participant may not transfer those rights except (i) by will or by the laws of descent and
distribution or (ii) with respect to Grants other than Incentive Stock Options, pursuant to a domestic relations order. When a Participant
dies, the personal representative or other person entitled to succeed to the rights of the Participant may exercise such rights. Any
such successor must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Participant’s
will or under the applicable laws of descent and distribution.
(b)
Transfer of Nonqualified Stock Options and Stock Awards. Notwithstanding the foregoing, the Committee may provide, in a Grant
Instrument or at such other time after the grant of an award, that a Participant may transfer Nonqualified Stock Options or Stock Awards
to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with the applicable
securities laws, according to such terms as the Committee may determine; provided that the Participant receives no consideration for
the transfer of an Option or Stock Award and the transferred Option or Stock Award shall continue to be subject to the same terms and
conditions as were applicable to the Option or Stock Award immediately before the transfer.
Section
16. Requirements for Issuance or Transfer of Shares
No
Company Stock shall be issued or transferred in connection with any Grant hereunder unless and until all legal requirements applicable
to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee. The Committee shall have
the right to condition any Grant on the Participant’s undertaking in writing to comply with such restrictions on his or her subsequent
disposition of the shares of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares
may be legended to reflect any such restrictions. Certificates representing shares of Company Stock issued or transferred under the Plan
may be subject to such stop-transfer orders and other restrictions as the Committee deems appropriate to comply with applicable laws,
regulations and interpretations, including any requirement that a legend be placed thereon.
Section
17. Amendment and Termination of the Plan
(a)
Amendment. The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without
stockholder approval if such approval is required in order to comply with the Code or other applicable law, or to comply with applicable
stock exchange requirements.
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(b)
No Repricing of Options or SARs. Except in connection with a corporate transaction involving the Company (including, without limitation,
any stock dividend, distribution (whether in the form of cash, Company Stock, other securities or property), stock split, extraordinary
cash dividend, recapitalization, change in control, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase
or exchange of shares of Company Stock or other securities, or similar transactions), the Company may not, without obtaining stockholder
approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the Exercise Price of such outstanding Stock Options or
base price of such SARs, (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs with an Exercise Price or
base price, as applicable, that is less than the Exercise Price or base price of the original Stock Options or SARs or (iii) cancel outstanding
Stock Options or SARs with an Exercise Price or base price, as applicable, above the current stock price in exchange for cash or other
securities.
(c)
Termination of Plan. The Plan shall terminate on the day immediately preceding the tenth anniversary of the Restatement Effective
Date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders.
(d)
Termination and Amendment of Outstanding Grants. A termination or amendment of the Plan that occurs after a Grant is made shall
not materially impair the rights of a Participant with respect to such Grant unless the Participant consents or unless the Committee
acts under Section 18(f) below. The termination of the Plan shall not impair the power and authority of the Committee with respect to
an outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant may be terminated or amended under Section 18(f) below
or may be amended by agreement of the Company and the Participant consistent with the Plan.
Section
18. Miscellaneous
(a)
Grants in Connection with Corporate Transactions and Otherwise. Nothing contained in the Plan shall be construed to (i) limit
the right of the Committee to make Grants under the Plan in connection with the acquisition, by purchase, lease, merger, consolidation
or otherwise, of the business or assets of any corporation, firm or association, including Grants to employees thereof who become Employees,
or (ii) limit the right of the Company to grant stock options or make other awards outside of the Plan. The Committee may make a Grant
to an employee of another corporation who becomes an Employee by reason of a corporate merger, consolidation, acquisition of stock or
property, reorganization or liquidation involving the Company, in substitution for a stock option or stock awards grant made by such
corporation. Notwithstanding anything in the Plan to the contrary, the Committee may establish such terms and conditions of the new Grants
as it deems appropriate, including setting the Exercise Price of Options or the base price of SARs at a price necessary to retain for
the Participant the same economic value as the prior options or rights.
(b)
Governing Document. The Plan shall be the controlling document. No other statements, representations, explanatory materials or
examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its
successors and assigns.
(c)
Funding of the Plan. The Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or
to make any other segregation of assets to assure the payment of any Grants under the Plan.
(d)
Rights of Participants. Nothing in the Plan shall entitle any Employee, Non-Employee Director, Key Advisor or other person to
any claim or right to receive a Grant under the Plan. Neither the Plan nor any action taken hereunder shall be construed as giving any
individual any rights to be retained by or in the employ of the Employer or any other employment rights.
(e)
No Fractional Shares. No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. Except
as otherwise provided under the Plan, the Committee shall determine whether cash, other awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.
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(f)
Compliance with Law.
(i)
The Plan, the exercise of Options and SARs and the obligations of the Company to issue or transfer shares of Company Stock under Grants
shall be subject to all applicable laws and regulations, and to approvals by any governmental or regulatory agency as may be required.
With respect to persons subject to section 16 of the Exchange Act, it is the intent of the Company that the Plan and all transactions
under the Plan comply with all applicable provisions of Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent
of the Company that Incentive Stock Options comply with the applicable provisions of section 422 of the Code, and that, to the extent
applicable, Grants comply with the requirements of section 409A of the Code. To the extent that any legal requirement of section 16 of
the Exchange Act or section 422 or 409A of the Code as set forth in the Plan ceases to be required under section 16 of the Exchange Act
or section 422 or 409A of the Code, that Plan provision shall cease to apply. The Committee may revoke any Grant if it is contrary to
law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also adopt rules
regarding the withholding of taxes on payments to Participants. The Committee may, in its sole discretion, agree to limit its authority
under this Section.
(ii)
The Plan is intended to comply with the requirements of section 409A of the Code, to the extent applicable. Each Grant shall be construed
and administered such that the Grant either (A) qualifies for an exemption from the requirements of section 409A of the Code or (B) satisfies
the requirements of section 409A of the Code. If a Grant is subject to section 409A of the Code, (I) distributions shall only be made
in a manner and upon an event permitted under section 409A of the Code, (II) payments to be made upon a termination of employment or
service shall only be made upon a “separation from service” under section 409A of the Code, (III) unless the Grant specifies
otherwise, each installment payment shall be treated as a separate payment for purposes of section 409A of the Code, and (IV) in no event
shall a Participant, directly or indirectly, designate the calendar year in which a distribution is made except in accordance with section
409A of the Code.
(iii)
Any Grant that is subject to section 409A of the Code and that is to be distributed to a Key Employee (as defined below) upon separation
from service shall be administered so that any distribution with respect to such Grant shall be postponed for six months following the
date of the Participant’s separation from service, if required by section 409A of the Code. If a distribution is delayed pursuant
to section 409A of the Code, the distribution shall be paid within 15 days after the end of the six-month period. If the Participant
dies during such six-month period, any postponed amounts shall be paid within 90 days of the Participant’s death. The determination
of Key Employees, including the number and identity of persons considered Key Employees and the identification date, shall be made by
the Committee or its delegate each year in accordance with section 416(i) of the Code and the “specified employee” requirements
of section 409A of the Code.
(iv)
Notwithstanding anything in the Plan or any Grant Instrument to the contrary, each Participant shall be solely responsible for the tax
consequences of Grants under the Plan, and in no event shall the Company or any subsidiary or affiliate of the Company have any responsibility
or liability if a Grant does not meet any applicable requirements of section 409A of the Code. Although the Company intends to administer
the Plan to prevent taxation under section 409A of the Code, the Company does not represent or warrant that the Plan or any Grant complies
with any provision of federal, state, local or other tax law.
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(g)
Grants in Foreign Countries; Establishment of Subplans. The Committee has the authority to award Grants to Participants who are
foreign nationals or employed outside the United States on any different terms and conditions than those specified in the Plan that the
Committee, in its discretion, believes to be necessary or desirable to accommodate differences in applicable law, tax policy, or custom,
while furthering the purposes of the Plan. The Board may from time to time establish one or more sub-plans under the Plan for purposes
of satisfying applicable blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting
supplements to the Plan setting forth (i) such limitations on the Committee’s discretion under the Plan as the Board deems necessary
or desirable and (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary
or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants
within the affected jurisdiction and the Employer shall not be required to provide copies of any supplement to Participants in any jurisdiction
that is not affected. Notwithstanding the foregoing, the Committee may not approve any sub-plan inconsistent with the terms or share
limits in the Plan or which would otherwise cause the Plan to cease to satisfy any conditions under Rule 16b-3 under the 1934 Act.
(h)
Clawback Rights. Subject to the requirements of applicable law, the Committee may provide in any Grant Instrument that, if a Participant
breaches any restrictive covenant agreement between the Participant and the Employer (which may be set forth in any Grant Instrument)
or otherwise engages in activities that constitute Cause either while employed by, or providing service to, the Employer or within a
specified period of time thereafter, all Grants held by the Participant shall terminate, and the Company may rescind any exercise of
an Option or SAR and the vesting of any other Grant and delivery of shares upon such exercise or vesting (including pursuant to dividends
and Dividend Equivalents), as applicable on such terms as the Committee shall determine, including the right to require that in the event
of any such rescission, (i) the Participant shall return to the Company the shares received upon the exercise of any Option or SAR and/or
the vesting and payment of any other Grant (including pursuant to dividends and Dividend Equivalents) or, (ii) if the Participant no
longer owns the shares, the Participant shall pay to the Company the amount of any gain realized or payment received as a result of any
sale or other disposition of the shares (or, in the event the Participant transfers the shares by gift or otherwise without consideration,
the Fair Market Value of the shares on the date of the breach of the restrictive covenant agreement (including a Participant’s
Grant Instrument containing restrictive covenants) or activity constituting Cause), net of the price originally paid by the Participant
for the shares. Payment by the Participant shall be made in such manner and on such terms and conditions as may be required by the Committee.
The Employer shall be entitled to set off against the amount of any such payment any amounts otherwise owed to the Participant by the
Employer. In addition, all Grants under the Plan shall be subject to any applicable clawback or recoupment policies, share trading policies
and other policies that may be implemented by the Board from time to time.
(i)
Governing Law; Jurisdiction. The validity, construction, interpretation and effect of the Plan and Grant Instrument issued under
the Plan shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Massachusetts, without
giving effect to the conflict of laws provisions thereof. Any action arising out of, or relating to, any of the provisions of the Plan
and Grants made hereunder shall be brought only in the United States District Court for the District of Massachusetts, or if such court
does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Massachusetts, and the jurisdiction
of such court in any such proceeding shall be exclusive.
A-15
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May 21, 2026
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