Offer To Exchange Certain Outstanding Options To Purchase

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Exhibit (a)(1)

MICROVISION, INC.

OFFER TO EXCHANGE CERTAIN OUTSTANDING OPTIONS TO PURCHASE
COMMON STOCK GRANTED BY MICROVISION, INC. HAVING AN EXERCISE PRICE PER SHARE GREATER THAN $10.00 OR EXPIRING ON OR BEFORE MAY 30, 2003 FOR NEW OPTIONS TO BE GRANTED NO SOONER THAN SIX MONTHS AND ONE DAY FROM THE CANCELLATION OF TENDERED OPTIONS (THE "OFFER TO EXCHANGE")


THIS OFFER TO EXCHANGE AND THE WITHDRAWAL RIGHTS DESCRIBED HEREIN EXPIRE AT 5:00 P.M., PACIFIC TIME, ON DECEMBER 9, 2002, UNLESS THE OFFER IS EXTENDED.

Microvision, Inc. ("Microvision" or the "Company") is offering option holders who are current employees or employees of its subsidiary, Lumera Corporation ("Lumera"), the opportunity to exchange all or a portion of each "eligible option" granted by Microvision under its 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"), for "new options" to purchase shares of our common stock that we will grant under the 1996 Plan, except that the Non-Plan Grants may be exchanged for options granted outside the 1996 Plan. An "eligible option" is an option to purchase common stock of Microvision granted under either of 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"). We are making this offer upon the terms and subject to the conditions set forth in this Offer to Exchange and in the Option Exchange Election Form attached hereto (which together, as they may be amended or supplemented from time to time, constitute the "Offer").

If you elect to exchange options as described in the Offer and if your tender of options is accepted by the Company, we will grant you new options pursuant to a new option agreement. We will grant the new options not sooner than six months and one day after the date we cancel the options accepted for exchange. We expect that the grant date of the new options will be on or about June 11, 2003. For each eligible option or portion of an eligible option tendered by you and accepted and cancelled by us, we will grant to you a new option exercisable for the number of shares equal to the number of shares that were subject to the cancelled option multiplied by an exchange ratio, determined according to the exercise price of the cancelled option, as follows:
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 0.65 0.70 $15.01 - $20.00 0.75 0.80 $10.01 - $15.00 1.00 1.00 * All Expiring Options will have an exchange ratio of 1.00.

The exercise price of the new options will be equal to the greater of (i) the closing price of our common stock on the Nasdaq National Market on the day of the grant date of the new options or (ii) $7.00 per share. We cannot assure you as to the price of our common stock on the grant date for

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the new options or at any time in the future because the market price for our stock may fluctuate significantly.

Each new option issued upon exchange of an Expiring Option will be fully vested upon grant. All other new options will vest such that two-thirds of the option will vest on the same schedule as the cancelled option and one-sixth will vest on each of the first and second anniversary of the grant date; provided, however, that (i) no shares issuable under a new option will vest earlier than they would have vested under the cancelled option and (ii) no shares issuable under a new option granted to a non-exempt employee will vest earlier than six months after the grant of the new options.

Each tendered option or portion of an option accepted by us through the Offer will be cancelled promptly after 5:00 p.m., Pacific Time, on the date the Offer ends. The Offer is currently scheduled to expire on December 9, 2002 and we expect to cancel options on December 10, 2002.

The Offer is subject to conditions that we describe in Section 6 of this Offer to Exchange. The Offer is not conditioned on a minimum number of options being tendered. You may participate in the Offer if you are an eligible employee of Microvision or Lumera and participation is completely voluntary. If you participate in the Offer, however, you must tender for exchange in full any option granted to you on or after May 1, 2002. In order to receive a new option pursuant to this Offer, you must continue to be an employee of Microvision or Lumera as of the date on which the new options are granted, which will be not sooner than six months and one day after the date the options are cancelled.

IF YOUR EMPLOYMENT WITH US OR LUMERA TERMINATES FOR ANY REASON, INCLUDING DEATH OR DISABILITY, PRIOR TO THE GRANT OF A NEW OPTION, YOU WILL RECEIVE NEITHER A NEW OPTION NOR THE RETURN OF YOUR CANCELLED OPTION.

ALTHOUGH OUR BOARD OF DIRECTORS HAS APPROVED THIS OFFER, WE MAKE NO RECOMMENDATION AS TO WHETHER YOU SHOULD EXCHANGE OR REFRAIN FROM EXCHANGING YOUR OPTIONS. YOU MUST MAKE YOUR OWN DECISION WHETHER TO ELECT TO EXCHANGE YOUR OPTIONS BASED ON YOUR INDIVIDUAL SITUATION.

NOTHING IN THIS DOCUMENT SHALL BE CONSTRUED TO GIVE ANY PERSON THE RIGHT TO REMAIN EMPLOYED BY MICROVISION OR LUMERA OR TO AFFECT OUR RIGHT OR LUMERA'S RIGHT TO TERMINATE THE EMPLOYMENT OF ANY PERSON AT ANY TIME WITH OR WITHOUT CAUSE TO THE EXTENT PERMITTED UNDER LAW. NOTHING IN THIS DOCUMENT SHOULD BE CONSIDERED A CONTRACT OR GUARANTEE OF WAGES OR COMPENSATION. IF YOU ARE EMPLOYED ON AN "AT-WILL" BASIS, THIS OFFER DOES NOT CHANGE THE "AT-WILL" NATURE OF YOUR EMPLOYMENT, AND YOUR EMPLOYMENT MAY BE TERMINATED BY US, LUMERA OR YOU AT ANY TIME, INCLUDING PRIOR TO THE GRANT DATE OF THE NEW OPTIONS, FOR ANY REASON, WITH OR WITHOUT CAUSE.

Shares of our common stock are quoted on the Nasdaq National Market under the symbol MVIS. On October 28, 2002, the closing price of our common stock on the Nasdaq National Market was $4.60 per share. We recommend that you obtain current and historical market quotations for our common stock before deciding whether to elect to exchange your options. We make no prediction as to the likely stock price on the day on which new options will be granted.

You should direct questions about this Offer or requests for assistance or for additional copies of the Offer to Exchange or the Option Exchange Election Form to Thomas Walker, Vice President, General Counsel, Microvision, Inc., by e-mail at Tom_Walker@mvis.com , or by telephone at (425) 415-6847.

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IMPORTANT


To elect to exchange your options pursuant to the Offer, you must properly complete, duly execute and deliver to us the Option Exchange Election Form, or a facsimile thereof, in accordance with the terms of the Election Form. We must receive the Option Exchange Election Form before 5:00 p.m. Pacific Time on December 9, 2002. You must deliver your Option Exchange Election Form by personal delivery, by fax at (425) 481-1625 or by mail to the Microvision Options Desk, Microvision, Inc., 19910 North Creek Parkway, Bothell, WA 98011-3008.

We are not aware of any jurisdiction where the making of the Offer violates applicable law. If we become aware of any jurisdiction where the making of the Offer violates applicable law, we will make a good faith effort to comply with such law. If, after such good faith effort, we cannot comply with such law, the Offer will not be made to, nor will elections to exchange options be accepted from or on behalf of, the option holders residing in such jurisdiction.

We have not authorized any person to make any recommendation on our behalf as to whether you should elect to exchange or refrain from exchanging your options pursuant to the Offer. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to give you any information or to make any representations in connection with the Offer other than the information and representations contained in this document or in the accompanying Option Exchange Election Form. If anyone makes any recommendation or representation to you or gives you any information, you must not rely upon that recommendation, representation or information as having been authorized by us.

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TABLE OF CONTENTS

Page SUMMARY TERM SHEET 5 INTRODUCTION 16 THE OFFER 16 1. Number of Options; Expiration Date 16 2. Purpose of the Offer 17 3. Procedures for Electing to Exchange Options 18 4. Withdrawal Rights 19 5. Acceptance of Options for Exchange and Issuance of New Options 20 6. Conditions of the Offer 22 7. Price Range of Common Stock Underlying the Options 23 8. Source and Amount of Consideration; Terms of New Options 24 9. Information Concerning Microvision 25 10. Interests of Directors and Officers; Transactions and Arrangements Concerning the Options 26 11. Status of Options Acquired by Us in the Offer; Accounting Consequences of the Offer 28 12. Legal Matters; Regulatory Approvals 29 13. Material U.S. Federal Income Tax Consequences 29 14. Extension of Offer; Termination; Amendment 31 15. Fees and Expenses 32 16. Additional Information 32 17. Miscellaneous 33

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SUMMARY TERM SHEET

The following section answers some of the questions that you may have about this Offer. However, it is only a summary, and you should read carefully the remainder of this Offer to Exchange and the accompanying Option Exchange Election Form because the information in this summary is not complete and because additional important information is contained in the remainder of this Offer to Exchange and the Option Exchange Election Form.

General Questions About the Offer

1. WHAT SECURITIES ARE WE OFFERING TO EXCHANGE?

We are offering to exchange all eligible options. An "eligible option" is an option granted under either of the Plans or in the Non-Plan Grants that (i) has an exercise price greater than $10.00 per share, excluding those 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. The eligible options cover a total of 3,854,519 shares of our common stock, were granted from October 1, 1995 to May 7, 2002, have exercise prices ranging from $6.40 to $61.13, and are held by approximately 170 Microvision and Lumera employees. If you choose to participate by exchanging all or a portion of an eligible option, you also must exchange in full any stock option granted to you on or after May 1, 2002. If you choose to participate, you will be ineligible to receive additional stock option grants from us until, at the earliest, June 11, 2003.

2. WHY ARE WE MAKING THE OFFER TO EXCHANGE?

We are undertaking this Offer because a considerable number of our employees and Lumera's employees have stock options, whether or not currently exercisable, with exercise prices that are significantly greater than the current and recent trading prices for our common stock. These options were originally granted to attract, motivate and retain capable employees and we believe shareholder value is most effectively enhanced by aligning the interests of employees with those of shareholders. As a result of the extreme volatility of the stock market and a steep decline in our stock price during the past two years, we have many stock options outstanding with exercise prices significantly greater than the current market price for our common stock. Consequently, a significant number of our options are no longer effectively providing the employee motivation and retention benefits that they were intended to provide. By making this Offer to Exchange outstanding options for new options, we intend to provide you with the benefit of holding options that over time may have a greater potential to increase in value. In addition, we hope to create better performance incentives for our and Lumera's employees and thereby maximize our shareholder value.

3. WHAT IF MY EMPLOYMENT AT MICROVISION OR LUMERA ENDS BETWEEN THE DATE MY OPTIONS ARE CANCELLED AND THE GRANT DATE OF THE NEW OPTIONS?

Except for Richard Rutkowski, Stephen Willey, William Sydnes and Richard Raisig, each of whom has an employment agreement with us, your employment with Microvision or Lumera is on an at-will basis and nothing in this Offer modifies that. You cannot revoke your Option Exchange Election Form after 5:00 p.m. Pacific Time on December 9, 2002. Therefore, if your employment with Microvision or Lumera is terminated by you, the Company or Lumera voluntarily, involuntarily, or for any reason or for no reason, including death or disability, before your new options are granted, you will not have a right to any stock option that was previously cancelled and you will not have a right to the grant that you would have received on the grant date of the new options had you remained employed by us or Lumera. Therefore, if you are not employed by us or Lumera from the date you elect to exchange options through the grant date of the new options, you will not receive new options in exchange for

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your options that have been accepted for exchange. You also will not receive any other consideration for the options that you have elected to exchange if you are not an employee of Microvision or Lumera from the date you elect to exchange the options through the grant date of the new options.

4. WHY CAN'T MICROVISION JUST REPRICE MY OPTIONS, AS I HAVE SEEN DONE AT OTHER COMPANIES?

In 1998, the Financial Accounting Standards Board adopted rules that have unfavorable accounting consequences for companies that reprice options. If we were to simply reprice options, we would need to record a compensation charge against earnings. The amount of this charge would be measured by the future appreciation of the stock subject to the repriced option.

5. WHY MUST I EXCHANGE OTHER OPTIONS GRANTED TO ME IN THE LAST SIX MONTHS IF I WISH TO PARTICIPATE IN THE EXCHANGE?

Under the applicable accounting rules, any option granted within six months prior to the cancellation of an eligible option will be subject to unfavorable accounting treatment. Accordingly, to avoid the unfavorable accounting treatment, we must require that, as a condition to participation in the exchange of eligible options, a participant must exchange in full any options granted on or after May 1, 2002. All new options will have a vesting schedule and term based on the grant date of the new options, which is expected to be on or about June 11, 2003. If you do not want to exchange and cancel an option granted in the last six months, you should not elect to participate in the Offer to Exchange.

6. AS A NON-EXEMPT EMPLOYEE, WHY DO I HAVE TO WAIT UNTIL SIX MONTHS AFTER THE GRANT DATE TO EXERCISE MY NEW OPTIONS?

Pursuant to recent changes to the Fair Labor Standards Act and its implementing regulations, if options granted to a non-exempt employee are not exercisable within six months of the grant date, then any income resulting from such exercise need not be included in the employee's regular rate of pay for purposes of calculating overtime payments. Under recent administrative interpretations to the Fair Labor Standards Act, granting options to non-exempt employees that are exercisable within six months could result in the obligation to make overtime payments that significantly exceed budgeted forecasts. Accordingly, we have implemented this restriction so that we may properly forecast and prudently manage our general and administrative costs. Non-exempt employees should be aware that the practical effect of the six month restriction on the exercise of the employee's new options is that the employee will not be able to exercise the new options for at least one year after the expiration of the Offer.

7. AM I ELIGIBLE TO RECEIVE FUTURE GRANTS DURING THE FOLLOWING SIX-MONTH PERIOD IF I PARTICIPATE IN THIS EXCHANGE?

No. Because of unfavorable accounting consequences to the Company, participants in this Offer to Exchange are ineligible to receive any additional stock option grants until after the grant date of the new options.

8. WOULDN'T IT BE EASIER TO JUST QUIT MICROVISION OR LUMERA AND THEN GET REHIRED?

This is not an available alternative because, under the applicable accounting rules, a rehire and resulting re-grant within six months of the option cancellation date would be treated the same as a repricing. Such a repricing would be subject to an unfavorable accounting charge against our earnings.

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9. WHO IS ELIGIBLE TO PARTICIPATE?

Employees are eligible to participate if they are employees of Microvision or Lumera as of the date the Offer commences and the date on which the tendered options are cancelled. In order to receive a new option, you must remain an employee of Microvision or Lumera through the date the new options are granted, which will be not sooner than six months and one day after the cancellation date of the tendered options. If the Offer is not extended, we expect to grant the new options on or about June 11, 2003.

10. DOES THE OFFER TO EXCHANGE EXTEND TO ALL OF MICROVISION'S OUTSTANDING OPTIONS?

No. The Offer to Exchange extends only to current employees of Microvision or Lumera who were granted options under either of the Plans or in the Non-Plan Grants which (i) have an exercise price greater than $10.00, excluding those options granted as part of the Company's special ongoing option grant on October 24, 2001 with an exercise price of $15.00 per share or (ii) were granted under a prior options policy with expiring terms less than eight years and expiring on or before May 30, 2003.

11. HOW DOES THE EXCHANGE WORK?

The Offer to Exchange will require an eligible option holder of an eligible option to make a voluntary election to cancel all or a portion of the eligible option prior to 5:00 p.m. December 9, 2002 (unless the Offer is extended) in exchange for a new option. Each new option will be exercisable for the number of shares equal to the number of shares underlying the cancelled option multiplied by an exchange ratio, determined according to the cancelled option's exercise price (as described and illustrated in the response to question 24 below). If you choose to participate by exchanging all or a portion of an eligible option, you also must exchange in full any other stock option granted to you on or after May 1, 2002. The new options will be granted not sooner than six months plus one day following the cancellation date of all options accepted for exchange. Also, if you choose to participate, you will not be eligible to receive additional stock options until, at the earliest, June 11, 2003.

12. WHAT DO I NEED TO DO TO PARTICIPATE IN THE OFFER TO EXCHANGE?

To elect to exchange your options pursuant to the Offer, you must properly complete, duly execute and deliver to us the Option Exchange Election Form, or a facsimile thereof, in accordance with the terms of the Election Form. We must receive the Option Exchange Election Form before 5:00 p.m. Pacific Time on December 9, 2002. You must deliver your Option Exchange Election Form by personal delivery, by fax at (425) 481-1625 or by mail to the Microvision Options Desk, Microvision, Inc., 19910 North Creek Parkway, Bothell, WA 98011-3008.

13. WHAT IS THE DEADLINE TO ELECT TO EXCHANGE AND HOW DO I MAKE AN EXCHANGE ELECTION?

The deadline to participate in this program is 5:00 p.m. Pacific Time on December 9, 2002, unless we extend the Offer. This means that we must receive your Option Exchange Election Form before that time. We may, in our discretion, extend the Offer at any time, but we cannot assure you that the Offer will be extended or, if it is extended, for how long. If we extend the Offer, we will make an announcement of the extension no later than 6:00 a.m. Pacific Time on the next business day following the previously scheduled expiration of the Offer period. If we extend the Offer beyond that time, you must deliver the Option Exchange Election Form before the extended expiration of the Offer to participate in the exchange.

We reserve the right to reject any or all options elected for exchange that we determine are not in appropriate form or that we determine are unlawful to accept. Otherwise, we will accept properly and

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timely elected options that are not validly withdrawn. Subject to our rights to extend, terminate, and amend the Offer, we currently expect that we will accept all such properly elected options promptly after the expiration of the Offer.

14. WHAT WILL HAPPEN IF I DO NOT TURN IN MY ELECTION FORM BY THE DEADLINE?

If you do not turn in your properly completed Option Exchange Election Form by the deadline, then you will not participate in the option exchange, and all stock options currently held by you will remain unchanged at their original exercise price and other terms.

15. MAY I WITHDRAW OPTIONS THAT I PREVIOUSLY HAVE ELECTED FOR EXCHANGE?

You may withdraw options elected for exchange at any time before 5:00 p.m., Pacific Time, on December 9, 2002. If we extend the Offer beyond that time, you may withdraw your options elected for exchange at any time until the extended expiration of the Offer. To withdraw options elected for exchange, you must deliver a written notice of withdrawal, or a facsimile thereof, with the required information, to the Microvision Options Desk, while you still have the right to withdraw the options elected for exchange. Once you have withdrawn options, you may re-elect to exchange options only by again following the election procedures described above.

16. IS THERE ANY TAX CONSEQUENCE TO MY PARTICIPATION IN THIS EXCHANGE?

If you exchange your eligible options for new options, we believe you will not be required under current law to recognize income for U.S. federal income tax purposes at the time of the exchange. Further, at the grant date of the new options, you will not be required under current law to recognize income for U.S. federal income tax purposes. The grant of non-publicly traded stock options does not result in the recognition of taxable income.

We recommend that you consult with your own tax advisor to determine the state and local, federal and foreign tax consequences of electing to exchange options pursuant to the Offer.

17. HOW SHOULD I DECIDE WHETHER OR NOT TO PARTICIPATE?

We understand that this will be a challenging decision for many option holders. Participation in the option exchange does carry considerable risk, and there are no guarantees of our future stock performance. So, the decision to participate must be each individual option holder's personal decision, and it will depend largely on each option holder's assumptions about the future overall economic environment, the performance of the overall market and companies in our sector, and our own business and stock price.

18. WHAT DOES THE COMPANY'S BOARD OF DIRECTORS RECOMMEND?

Although our board of directors has approved this Offer, our board of directors is not making any recommendation as to whether you should elect to exchange or refrain from exchanging your option.

19. ARE THERE RISKS ASSOCIATED WITH PARTICIPATING IN THIS OFFER?

Participation in the option exchange does carry considerable risk, and there are no guarantees of our future stock performance. The decision to participate must be each individual option holder's personal decision, and it will depend largely on each option holder's assumptions about the future overall economic environment, the performance of the overall market and companies in our sector, and our own business and stock price. It is possible, for example, that the stock price could increase after the date your tendered options are cancelled, in which case your cancelled options might have been worth more than the new options you will receive in exchange for them. Another risk is that if your

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employment with us or Lumera terminates for any reason, including death or disability, prior to the grant of the new options, then you will receive neither a new option nor the return of your cancelled option. These examples are by no means the only risks associated with participating in the offer and you should carefully consider these and other risks before you decide to participate.

20. WHAT ARE THE CONDITIONS TO THE OFFER?

The Offer is subject to a number of conditions, which are described in Section 6 of this Offer to Exchange. The Offer is not conditioned upon a minimum number of options being tendered for exchange. Participation in the Offer is completely voluntary.

Specific Questions About the Cancelled Options

21. WHICH OPTIONS CAN BE CANCELLED?

Employees of Microvision and Lumera can elect to cancel all or a portion of any options granted under either of the Plans or in the Non-Plan Grants that (i) have exercise prices greater than $10.00, excluding those 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) were granted under a prior options policy with expiring terms less than eight years and expiring on or before May 30, 2003. If you choose to participate by exchanging all or a portion of an eligible option, you also must exchange in full any other stock option granted to you on or after May 1, 2002.

22. CAN I SELECT ONE PART OF AN OPTION TO CANCEL, OR CANCEL AN OPTION ONLY AS TO CERTAIN SHARES?

Except for options granted to you on or after May 1, 2002, you may elect to cancel all or any portion of an eligible option. For example, if you have an option for 4,000 shares which vests equally on January 1, 2000, 2001, 2002 and 2003, that portion of your option which vests as of each vesting date is considered a tranche. You may elect to cancel any or all these tranches in the Offer while keeping the remaining uncancelled tranches. You may also cancel only a portion of a specific tranche, while keeping the uncancelled portion. If you participate in the Offer, any options granted to you on or after May 1, 2002 must be cancelled in full.

23. IF I CHOOSE TO PARTICIPATE, WHAT WILL HAPPEN TO MY OPTION THAT WILL BE CANCELLED?

If you elect to participate in the option exchange, then promptly after December 9, 2002 at 5:00 p.m. Pacific Time, or such later time to which the Offer may be extended, we will cancel each option or portion of an option that you have tendered for exchange.

Specific Questions About the New Options

24. FOR HOW MANY SHARES WILL MY NEW OPTION BE EXERCISABLE?

The number of shares for which each new option will be exercisable will be equal to the number of shares issuable upon exercise of 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

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options, have a lower exchange ratio than 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 0.65 0.70 $15.01 - $20.00 0.75 0.80 $10.01 - $15.00 1.00 1.00 * All Expiring Options will have an exchange ratio of 1.00.

We will not issue any new options exercisable for fractional shares. Instead, if the exchange conversion yields a fractional number of shares, we will round up (.50 or over) or down (.49 or under) to the nearest whole number of shares with respect to each option.

To illustrate how the exchange ratios work, we will assume that you have three eligible options for 1,000 shares each. The exercise prices of these three current options are: $13.00; $17.00 and $35.00 per ...