Exhibit 10.1
KOPIN CORPORATION
OPTION SURRENDER
AGREEMENT
OPTION SURRENDER AGREEMENT dated as
of
[ ]
between Kopin Corporation, a Delaware corporation (the
“Company”), and
[ ]
(the “Optionee”).
WHEREAS, the Company has previously
granted to the Optionee the options set forth on Exhibit A
(the “Options”) each to acquire shares of common stock
of the Company at a specified exercise price pursuant to a stock
option agreement (each, an “Agreement and collectively, the
“Agreements”) under the Company’s 1992 Stock
Option Plan, the Company’s 2001 Equity Incentive Plan or the
Company’s 2001 Supplemental Equity Incentive Plan.
WHEREAS, based on a review of the
Company’s practices relating to stock option grants, the
Company has determined that certain of the Options (each, a
“Discounted Option”) were granted with an exercise
price (the “Exercise Price”) less than the fair market
value (the “FMV”) of the Company’s common stock
on the respective measurement dates for such Discounted Options as
determined under generally accepted accounting
principles.
WHEREAS, the Optionee takes no
position with respect to the measurement date of grant and instead
defers to the Company’s determination.
WHEREAS, the Optionee has exercised
certain of the Discounted Options, as set forth on Exhibit A
attached hereto, and as a result of such exercises has realized an
unintended benefit in the amount of the aggregate difference
between the Exercise Price and the FMV for such exercised
Discounted Options (the “Excess Benefit”).
WHEREAS, the Company and the
Optionee desire that Optionee repay in cash or relinquish certain
other option rights (or both) to repay the Company for the amount
of such Excess Benefit, net of taxes actually incurred by Optionee
with respect thereto (the “Net Excess
Benefit”).
NOW, THEREFORE, in consideration of
the foregoing premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Company and the Optionee hereby agree as follows:
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1.
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Net Excess
Benefit . Optionee hereby
agrees that the Net Excess Benefit of the Discounted Options on an
after tax basis totals [$ ].
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2.
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Payment . As payment for such Net Excess Benefit,
Optionee agrees to surrender to the Company certain vested Options
as set forth on Exhibit A , and hereby waives, and does
hereby irrevocably waive, on his own behalf
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