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Exhibit (a)(2)
MICROVISION, INC.
OPTION EXCHANGE ELECTION FORM
Instructions: Complete this form, sign it, and fax it to the Microvision Options Desk at (425) 481-1625 or deliver it to Microvision, Inc., 19910 North Creek Parkway, Bothell, WA 98011-3008, as soon as possible, but in any event, BEFORE 5:00 P.M., PACIFIC TIME, ON DECEMBER 9, 2002.
Name of Optionee (please print):
I am an employee of Microvision, Inc. ("Microvision" or the "Company") or Lumera Corporation ("Lumera"). I have received and read the Offer to Exchange, dated November 1, 2002, which is incorporated herein by reference. I acknowledge that I may cancel any eligible options or portion of an eligible option that were granted to me with under the Microvision, Inc. 1993 Stock Option Plan (the "1993 Plan") or 1996 Stock Option Plan (the "1996 Plan" and, collectively with the 1993 Plan, the "Plans") or granted outside the Plans (the "Non-Plan Grants"). An "eligible option" is an option to purchase common stock of Microvision granted under the Plans or in the Non-Plan Grants that (i) has an exercise price greater than $10.00 per share, excluding options granted as part of the Company's special ongoing option grant made on October 24, 2001 with an exercise price of $15.00 per share or (ii) was granted under a prior options policy with expiring terms less than eight years and expiring on or before May 30, 2003 ("Expiring Options"). Except for options granted on or after May 1, 2002, I may cancel specific tranches of an option or portions of a specific tranche and not the entire option, where a tranche is defined as a grant or subgrant of options with a specific vesting date.
I ALSO ACKNOWLEDGE THAT IF I CHOOSE TO PARTICIPATE IN THIS OFFER, I MUST ALSO EXCHANGE IN FULL ANY STOCK OPTION GRANTED TO ME ON OR AFTER MAY 1, 2002, IF I RECEIVED ANY SUCH OPTION.
For each eligible option accepted and cancelled, the Company will grant a "new option" exercisable for the number of shares, subject to adjustments for stock splits, stock dividends and other similar events, equal to the number of shares that were subject to the cancelled option multiplied by an exchange ratio, determined according to the cancelled option's exercise price as shown on the table below. In addition, the Company's Chief Executive Officer, President and Chief Financial Officer will, with respect to certain options, have a lower exchange ratio that other employees. This means that the new options that they receive will be exercisable for fewer shares than a comparable option held by any other employee.
Exchange Ratio Exercise Price Ranges*
CEO, President
and CFO All Other
Employees >$40.00 0.25 0.25 $30.01 - $40.00 0.47 0.60 $20.01 - $30.00 ...
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