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Agreement#: AG-476142
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Stock Option Exchange

Effective Date: November 08, 2002
Parties:

Microvision

Sectors: Electronics and Miscellaneous Technology
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Exhibit (a)9


Microvision, Inc.

Stock Option Exchange

November 8, 2002


Information Only Not Advice


These sessions are designed for informational purposes only and are not to advise you whether to participate or, if you decide to, in what manner to participate.

2


Agenda
? Highlights of Exchange Offer (EO)

? Eligible Options That May Be Exchanged

? Exchange Ratio

? Exchange Considerations

? Vesting of Exchanged Options

? New Terminology "Tranche"

? Process

? Key Dates

? Forms

? Questions

3


Highlights of Exchange Offer (EO)
? Opportunity to cancel old options with high strike price & receive new options with potentially lower strike price

? Regulations call for 6 month look-back from communication date and 6 month look-forward from cancellation date

? Cancel all grants back to 5/01/02, and receive no new options until 6/11/03 (est.), (six months + one day from cancellation)

? New option strike price = closing price on grant date, or $7.00, whichever is greater

? Term of most new grants = 10 years from grant date

4


Highlights of Exchange Offer
? The Exchange Offer Document

? Summary of EO (pp. 1 - 3)

? Summary Term Sheet Q&A and examples (pp. 5 - 14)

? The Offer details (pp. 15 - 30)

? Election Form IMPORTANT

5


Options That May Be Exchanged
? Page 1 of EO

? Grants with exercise price >$10.00 and those "Expiring Options" defined in paragraph 1:(ii)

? Excludes October 24, 2001 grants @ $15.00/share ("Special on-going grants")

? Grants on or after 5/01/02 must be cancelled in full if you wish to exchange any options

? Eligibility those employed at beginning and end of Exchange period

? Grant date of new options 6/11/03 (est.)

6


Exchange Ratio
Existing option price:
Exchange ratio*:
CEO, Pres. & CFO

All Other EE's

>$40.00 x 0.25 x 0.25 $30.01 - $40.00 x 0.47 x 0.60 $20.01 - $30.00 x 0.65 x 0.70 $15.01 - $20.00 x 0.75 x 0.80 $10.01 - $15.00 x 1.00 x 1.00 * See EO if one has options expiring before 5/30/03

7


Exchange Considerations
? RISK = New grant price could go UP from where it is trading now or be higher than the strike price of your current options
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