Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 5 , 2022, John C.C. Fan, President and Chief Executive Officer of
Kopin Corporation (the “Company”) and Chairman of the Company’s Board of
Directors (the “Board”), notified the Company of his resignation as President
and CEO effective September 6, 2022. Dr. Fan will continue to serve as Chairman
of the Board and will remain employed with the Company as a senior executive.
Dr. Fan’s resignation is not the result of any disagreement with the Company.
In connection with the foregoing, Dr. Fan and the Company entered into an
amendment to Dr. Fan’s current employment agreement (the “Amendment”). Pursuant
the Amendment, Dr. Fan’s service as a member of the Board after December 24,
2022 shall be recognized as providing services to the Company for purposes of
Dr. Fan’s two Restricted Stock Agreements dated December 15, 2021. The Amendment
also provides that Dr. Fan’s transition from President and CEO prior to December
24, 2022 does not constitute as a termination of his employment by the Company
or a resignation by Dr. Fan.
Also on September 5, 2022, the Board appointed Michael Murray as President and
Chief Executive Officer effective September 6, 2022. The Board intends to
appoint Mr. Murray as a member of the Board in the near future.
Before joining the Company, Mr. Murray, 48, served as President – Cyber of Ultra
Electronics Group, a London-based company that provides application-engineered
solutions in the key elements of mission critical and intelligent systems, since
August 2020. Prior to that, he served as Executive Vice President at Aceinna, an
early stage company where he led a global team of executives focused on driving
Aceinna’s industry disruptive inertial measurement units, Inertial Navigation
Systems and Real-time Kinematic system solutions and the adoption of its OPEN
software and algorithm strategies with focus in the U.S. and Chinese markets
predominately, from June 2019 to August 2020. Mr. Murray also served as Senior
Vice President and General Manager – IIoT and then as Senior Consultant –
Industrial IoT Cyber Security at BlackRidge Technology, from October 2017 to
March 2020. Before joining BlackRidge Technology, served in various capacities
of increasing responsibility at Analog Devices Inc. (Nasdaq: ADI) from 2006 to
October 2017, most recently serving as General Manager – Industrial Sensing
Group. Mr. Murray has a Bachelor of Science degree in Business Management and a
Master of Science in Technology Commercialization from Northeastern University,
and a Master of Business Administration from the Massachusetts Institute of
Technology. The Company is not aware of any transaction or relationship
involving Mr. Murray requiring disclosure under Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Murray and the Company entered into a
letter agreement (the “Agreement”), pursuant to which Mr. Murray will receive an
annual base salary of $450,000, payable in accordance with the regular payroll
practices of the Company. Additionally, Mr. Murray will receive 800,000 shares
of restricted stock, which vest in 20% increments each December 10 beginning in
2023, and a sign-on bonus of $100,000. Mr. Murray will also be entitled to an
annual performance-based bonus opportunity in the form of cash and long-term
awards, subject to approval by the Board’s Compensation Committee. Mr. Murray
also will be eligible for the Company’s standard benefits package and to
participate in all applicable group employee benefit plans and programs offered.
In the event Mr. Murray’s employment is terminated without Cause upon or within
12 months following a Change of Control (each as defined in the Agreement), (i)
Mr. Murray may receive a lump sum payment within 60 days following the
termination date equal to the greater of $450,000 or his annualized base salary
immediately prior to such termination, (ii) any outstanding equity awards held
on the termination date that vest based solely on continued service and would
have vested over the following 12 months if not for the termination will become
vested, (iii) Mr. Murray will receive a lump sum payment within 60 days
following the termination date equal to the COBRA premium that he would pay if
he had elected to continue health coverage under the Company’s health plan. In
addition, if Mr. Murray does not remain continuously employed by the Company for
a period of one year from the commencement of his employment, he must repay his
sign-on bonus in full. However, if Mr. Murray is terminated without Cause as a
result of a Change of Control within one year of the commencement of his
employment, he will not be required to repay his sign-on bonus.
The foregoing summary of the Agreement and the Amendment does not purport to be
complete and is subject to, and qualified in its entirety by, the full text of
the Agreement and the Amendment, which will be filed as exhibits to the
Company’s Quarterly Report on Form 10-Q for the period ending September 24,
Item 7.01 Regulation FD.
The Company has issued a press release, dated September 7, 2022, announcing the
foregoing leadership changes. The press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein. The information furnished in
Exhibit 99.1 hereto shall not be considered “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be
incorporated by reference into future filings by the Company under the
Securities Act of 1933, as amended, or under the Exchange Act, unless the
Company expressly sets forth in such future filings that such information is to
be considered “filed” or incorporated by reference therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1 Press Release dated September 7, 2022, entitled "Kopin Appoints Michael Murray as New CEO." 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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