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MICROVISION, INC.
1996 STOCK OPTION PLAN,
AS AMENDED
1. PURPOSE. The purpose of the 1996 Stock Option Plan (the "Plan") is to
provide a means by which Microvision, Inc. (the "Company"), may attract,
reward, and retain the services or advice of current or future employees,
officers, directors, and agents of the Company and to provide added
incentives to them by encouraging stock ownership in the Company.
2. ADMINISTRATION. This Plan shall be administered by the Board of
Directors of the Company (the "Board") or, if the Board shall authorize a
committee to administer this Plan, by such committee to the extent so
authorized; provided, however, that only the Board of Directors may suspend,
amend or terminate this Plan as provided in Section 13, and provided further
that a committee that includes officers of the Company shall not be permitted
to grant options to persons who are officers of the Company. The
administrator of this Plan is referred to as the "Plan Administrator."
2.1 PROCEDURES. The Board of Directors shall designate one member of the
Plan Administrator as chairman. The Plan Administrator may hold meetings at
such times and places as it shall determine. The acts of a majority of the
members of the Plan Administrator present at meetings at which a quorum
exists, or acts approved in writing by all Plan Administrator members, shall
constitute valid acts of the Plan Administrator.
2.2 POWERS Subject to the specific provisions of this Plan, the Plan
Administrator shall have the authority, in its discretion: (a) to grant the
stock options described in Section 5, including Incentive Stock Options and
Non-Qualified Stock Options, and to designate each option granted as an
Incentive Stock Option or a Non-Qualified Stock Option; (b) to determine, in
accordance with Section 5.1(f) of this Plan, the fair market value of the
shares of Common Stock subject to options; (c) to determine the exercise
price per share of options; (d) to determine the Optionees to whom, and the
time or times at which, options shall be granted and the number of shares of
Common Stock to be represented by each option; (e) to interpret this Plan;
(f) to prescribe, amend and rescind rules and regulations relating to this
Plan; (g) to determine the terms and provisions of each option granted (which
need not be identical) and, with the consent of the Optionee, modify or amend
each option; (h) to reduce the exercise price per share of outstanding and
unexercised options; (i) to defer, with the consent of the Optionee, or to
accelerate the exercise date of any option; (j) to waive or modify any term
or provision contained in any option applicable to the underlying shares of
Common Stock; (k) to authorize any person to execute on behalf of the Company
any instrument required to effectuate the grant of an option previously
granted by the Plan Administrator; and (l) to make all other determinations
deemed necessary or advisable for the administration of this Plan. The
interpretation and construction by the Plan Administrator of any terms or
provisions of this Plan, any option issued hereunder or of any rule or
regulation promulgated in connection herewith and all
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actions taken by the Plan Administrator shall be conclusive and binding on
all interested parties. The Plan Administrator may delegate administrative
functions to individuals who are officers or employees of the Company.
2.3 LIMITED LIABILITY. No member of the Board of Directors or the Plan
Administrator or officer of the Company shall be liable for any action or
inaction of the entity or body, or another person or, except in circumstances
involving bad faith, of himself or herself. Subject only to compliance with
the explicit provisions hereof, the Board of Directors and Plan Administrator
may act in their absolute discretion in all matters related to the Plan.
2.4 SECURITIES EXCHANGE ACT OF 1934. At any time that the Company has a
class of securities registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Plan shall be
administered in accordance with Rule 16b-3 adopted under the Exchange Act and
Section 162(m) of the Internal Revenue Code of 1986, as amended, and the
regulations, proposed and final, thereunder, as all may be amended from time
to time, and each member of the Plan Administrator shall be a "disinterested
director" and an "outside director" with the meaning of such Rule 16b-3 and
Section 162(m), respectively.
3. STOCK SUBJECT TO THIS PLAN. Subject to adjustment as provided below and
in Section 11 hereof, the stock subject to this Plan shall be the Company's
common stock (the "Common Stock"), and the total number of shares of Common
Stock to be delivered on the exercise of all options granted under this Plan
shall not exceed 5,500,000 shares, as such Common Stock was constituted on
the date on which this Plan was last amended by the Board as set forth on the
last page hereof. If any option granted under this Plan expires, is
surrendered, exchanged for another option, canceled or terminated for any
reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for purposes of this Plan, including for
replacement options that may be granted in exchange for such surrendered,
canceled or terminated options. Shares issued on exercise of options granted
under this Plan may be subject to restrictions on transfer, repurchase rights
or other restrictions as determined by the Plan Administrator.
4. ELIGIBILITY.
4.1 OPTIONEES. The Plan Administrator may award options to any current
or future employee, officer or agent of the Company or its subsidiaries.
Non-employee directors of the Company shall not be eligible to participate in
the Plan. Any party to whom an option is granted under this Plan is referred
to as an "Optionee."
4.2 SUBSIDIARIES. As used in this Plan, the term "subsidiary" of a
company shall include any corporation in which such company owns, directly or
indirectly, at the time of the grant of an option hereunder, stock having 50%
or more of the total combined voting power of all classes of stock thereof.
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5. AWARDS. The Plan Administrator, from time to time, may take the
following actions, separately or in combination, under this Plan: (a) grant
Incentive Stock Options, as defined in Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), to any employee of the Company or its
subsidiaries, as provided in Section 5.1 of this Plan; (b) grant options
other than Incentive Stock Options ("Non-Qualified Stock Options"), as
provided in Section 5.2 of this Plan; (c) grant options to officers,
employees and others in foreign jurisdictions, as provided in Section 7 of
this Plan; and (d) grant options in certain acquisition transactions, as
provided in Section 8 of this Plan. No employee may be granted options to
acquire more than 100,000 shares in any fiscal year of the Company.
5.1 INCENTIVE STOCK OPTIONS. Incentive Stock Options shall be subject to
the following terms and conditions:
(a) Incentive Stock Options may be granted under this Plan only to
employees of the Company or its subsidiaries, including employees who are
directors.
(b) No employee may be granted Incentive Stock Options under this
Plan to the extent that the aggregate fair market value, on the date of
grant, of the Common Stock with respect to which Incentive Stock Options are
exercisable for the first time by that employee during any calendar year,
under this Plan and under any other incentive stock option plan (within the
meaning of Section 422 of the Code) of the Company or any subsidiary, exceeds
$100,000. To the extent that any option designated as an Incentive Stock
Option exceeds the $100,000 limit, such option shall be treated as a
Non-Qualified Stock Option. In making this determination, options shall be
taken into account in the order in which they were granted, and the fair
market value of the shares of Common Stock shall be determined as of the time
that the option with respect to such shares was granted.
(c) An Incentive Stock Option may be granted under this Plan to an
employee possessing more than 10% of the total combined voting power of all
classes of stock of the Company (as determined pursuant to the attribution
rules contained in Section 424(d) of the Code) only if the exercise price is
at least 110% of the fair market value of the Common Stock subject to the
option on the date the option is granted, as described in Section 5.1(f) of
this Plan, and only if the option by its terms is not exercisable after the
expiration of five years from the date it is granted.
(d) Except as provided in Section 5.5 of this Plan, no Incentive
Stock Option granted under this Plan may be exercised unless at the time of
such exercise the Optionee is employed by the Company or any subsidiary of
the Company and the Optionee has been so employed continuously since the date
such option was granted.
(e) Subject to Sections 5.1.(c) and 5.1.(d) of this Plan, Incentive
Stock Options granted under this Plan shall continue in effect for the period
fixed by the Plan Administrator, except that no Incentive Stock Option shall
be exercisable after ten years from the date it is granted.
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(f) The exercise price shall not be less than 100% of the fair
market value of the shares of Common Stock covered by the Incentive Stock
Option at the date the option is granted. The fair market value of shares
shall be the closing price per share of the Common Stock on the date of grant
as reported on a securities quotation system or stock exchange. If such
shares are not so reported or listed, the Plan Administrator shall determine
the fair market value of the shares of Common Stock in its discretion.
(g) The provisions of clauses (b) and (c) of this Section shall not
apply if either the applicable sections of the Code or the regulations
thereunder are amended so as to change or eliminate such limitations or to
permit appropriate modifications of those requirements by the Plan
Administrator.
5.2 NON-QUALIFIED STOCK OPTIONS. Non-Qualified Stock Options shall be
subject to the following terms and conditions:
(a) The exercise price may be more or less than or equal to the fair
market value of the shares of Common Stock covered by the Non-Qualified Stock
Option on the date the option is granted, and the exercise price may
fluctuate based on criteria determined by the Plan Administrator. The fair
market value of shares of Common Stock covered by a Non-Qualified Stock
Option shall be determined by the Plan Administrator, as described in Section
5.1(f).
(b) Unless otherwise established by the Plan Administrator, any
Non-Qualified Stock Option shall terminate ten years after the date it is
granted.
5.3 VESTING. To ensure that the Company will achieve the purposes of and
receive the benefits contemplated in this Plan, any option granted to any
Optionee hereunder shall be exercisable according to the vesting schedule, if
any, established by the Plan Administrator and set forth in the option grant
letter issued to each Optionee.
5.4 NONTRANSFERABILITY. Options granted under this Plan and the rights
and privileges conferred hereby may not be transferred, assigned, pledged or
hypothecated in any manner (whether by operation of law or otherwise) other
than by will or by the applicable laws of descent and distribution, shall not
be subject to execution, attachment or similar process, and shall be
exercisable during the Optionee's lifetime only by the Optionee. Any
purported transfer or assignment in violation of this provision shall be void.
5.5 TERMINATION OF OPTIONS.
(a) GENERALLY. Unless otherwise determined by the Plan Administrator
or specified in the Optionee's Option Agreement, if the Optionee's employment
or service with the Company terminates for any reason other than for cause,
resignation, retirement, disability or death, and unless
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by its terms the option sooner terminates or expires, then the Optionee may
exercise, for a three-month period, that portion of the Optionee's option
that was exercisable at the time of such termination of employment or service
(provided the conditions of Section 6.4 and any other conditions specified in
the Option Agreement shall have been met by the date of exercise of such
option).
(b) FOR CAUSE; RESIGNATION.
(i) If an Optionee is terminated for cause or resigns in
lieu of dismissal, any option granted hereunder shall be deemed to have
terminated as of the time of the first act that led or would have led to the
termination for cause or resignation in lieu of dismissal, and such Optionee
shall thereupon have no right to purchase any shares of Common Stock pursuant
to the exercise of such option, and any such exercise shall be null and void.
Termination for "cause" shall include (i) the violation by the Optionee of
any reasonable rule or policy of the Board of Directors or the Optionee's
superiors or the chief executive officer or the chief operating officer of
the Company that results in damage to the Company or which, after notice to
do so, the Optionee fails to correct within a reasonable time; (ii) any
willful misconduct or gross negligence by the Optionee in the
responsibilities assigned to him or her; (iii) any willful failure to perform
his or her job as required to meet the objectives of the Company; (iv) any
wrongful conduct of an Optionee that has an adverse impact on the Company or
that constitutes a misappropriation of the assets of the Company; (v)
unauthorized disclosure of confidential information; or (vi) the Optionee's
performing services for any other company or person that competes with the
Company while he or she is employed by or provides services to the Company,
without the written approval of the chief executive officer of the Company.
"Resignation in lieu of dismissal" shall mean a resignation by an Optionee of
employment with or service to the Company if (i) the Company has given prior
notice to such Optionee of its intent to dismiss the Optionee for
circumstances that constitute cause, or (ii) within two months of the
Optionee's resignation, the chief operating officer or the chief executive
officer of the Company or the Board of Directors determines, which
determination shall be final and binding, that such resignation was related
to an act that would have led to a termination for cause.
(ii) If an Optionee resigns from the Company, the right of the
Optionee to exercise his or her option shall be suspended for a period of two
months from the date of resignation, unless the chief executive officer of
the Company or the Board of Directors determines otherwise in writing.
Thereafter, unless there is a determination that the Optionee resigned in
lieu of dismissal, the option may be exercised at any time before the earlier
of (i) the expiration date of the option (which shall have been similarly
suspended) or (ii) the expiration of three months after the date of
resignation, for that portion of the Optionee's option that was exercisable
at the time of such resignation (provided the conditions of Section 6.4 and
any other conditions specified in the Option Agreement shall have been met at
the date of exercise of such option).
(c) RETIREMENT. Unless otherwise determined by the Plan
Administrator, if an Optionee's employment or service with the Company is
terminated with the Company's approval for
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reasons of age, the Option may be exercised at any time before the earlier of
(a) the expiration date of the option or (b) the expiration of three months
after the date of such termination of employment or service, for that portion
of the Optionee's option that was exercisable at the time of such termination
of employment or service (provided the conditions of Section 6.4 and any
other conditions specified in the Option Agreement shall have been met at the
date of exercise of such option).
(d) DISABILITY. Unless otherwise determined by the Plan
Administrator, if an Optionee's employment or relationship with the Company
terminates because of a permanent and total disability (as defined in Section
22(e)(3) of the Code), the option may be exercised at any time before the
earlier of (a) the expiration date of the option or (b) the expiration of 12
months after the date of such termination, for up to the full number of
shares of Common Stock covered thereby, including any portion not yet vested
(provided the conditions of Section 6.4 and any other conditions specified in
the Option Agreement shall have been met by the date of exercise of such
option).
(e) DEATH. Unless otherwise determined by the Plan Administrator, in
the event of the death of an Optionee while employed by or providing service
to the Company, the option may be exercised at any time before the earlier of
(a) the expiration date of the option or (b) the expiration of 12 months
after the date of death by the person or persons to whom such Optionee's
rights under the option shall pass by the Optionee's will or by the
applicable laws of descent and distribution, for up to the full number of
shares of Common Stock covered thereby, including any portion not yet vested
(provided the conditions of Section 6.4 and any other conditions specified in
the Option Agreement shall have been met by the date of exercise of such
option).
(f) EXTENSION OF EXERCISE PERIOD APPLICABLE TO TERMINATION. The Plan
Administrator, at the time of grant or at any time thereafter, may extend the
one-month, three-month and 12-month exercise periods to any length of time
not longer than the original expiration date of the option, and may increase
the portion of an option that is exercisable, subject to such terms and
conditions as the Plan Administrator may determine; provided, that any
extension of the exercise period or other modification of an Incentive Stock
Option shall be subject to the written agreement and acknowledgment by the
Optionee that the extension or modification disqualifies the option as an
Incentive Stock Option.
(g) FAILURE TO EXERCISE OPTION. To the extent that the option of any
deceased Optionee or of any Optionee whose employment or service terminates
is not exercised within the applicable period, all rights to purchase shares
of Common Stock pursuant to such options shall cease and terminate.
(h) TRANSFERS; LEAVES. For purposes of this Section 5.5, a transfer
of employment or other relationship between or among the Company and/or any
subsidiaries shall not be deemed to constitute a termination of employment or
other cessation of relationship with the Company or any of its subsidiaries.
For purposes of this Section 5.5, with respect to Incentive Stock Options,
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employment shall be deemed to continue while the Optionee is on military
leave, sick leave or other bona fide leave of absence (as determined by the
Plan Administrator) in accordance with the policies of the Company.
6. EXERCISE.
6.1 PROCEDURE. Subject to the provisions of Section 5.3 above, each
option may be exercised in whole or in part; provided, however, that no fewer
than 100 shares (or the remaining shares then purchasable under the option,
if less than 100 shares) may be purchased on any exercise of any option
granted hereunder and that only whole shares will be issued pursuant to the
exercise of any option (the number of 100 shares shall not be changed by any
transaction or action described in Section 8 or Section 11 unless the Plan
Administrator determines that such a change is appropriate). Options shall be
exercised by delivery to the Secretary of the Company or his or her
designated agent of notice of the number of shares with respect to which the
option is exercised, together with payment in full of the exercise price and
any applicable withholding taxes.
6.2 PAYMENT. Payment of the option exercise price shall be made in full
when the notice of exercise of the option is delivered to the Secretary of
the Company or his or her designated agent and shall be in cash or bank
certified or cashier's check or through irrevocable instructions to a stock
broker to deliver the amount of sales proceeds necessary to pay the
appropriate exercise price and withholding tax obligations, all in accordance
with applicable governmental regulations, for the shares of Common Stock
being purchased. The Plan Administrator may determine at the time the option
is granted for Incentive Stock Options, or at any time before exercise for
Non-Qualified Stock Options, that additional forms of payment will be
permitted.
6.3 WITHHOLDING. Before the issuance of shares of Common Stock on the
exercise of an option, the Optionee shall pay to the Company the amount of
any applicable federal, state or local tax withholding obligations. The
Company may withhold any distribution in whole or in part until the Company
is so paid. The Company shall have the right to withhold such amount from any
other amounts due or to become due from the Company to the Optionee,
including salary (subject to applicable law) or to retain and withhold a
number of shares having a market value not less than the amount of such taxes
required to be withheld by the Company to reimburse it for any such taxes and
cancel (in whole or in part) any such shares so withheld.
6.4 CONDITIONS PRECEDENT TO EXERCISE. The Plan Administrator may
establish conditions precedent to the exercise of any option, which shall be
described in the relevant Option Agreement.
7. FOREIGN QUALIFIED GRANTS Options under this Plan may be granted to
officers and employees of the Company and other persons described in Section
4 who reside in foreign jurisdictions as the Plan Administrator may determine
from time to time. The Board of Directors may adopt supplements to the Plan
as needed to comply with the applicable laws of such foreign jurisdictions
and to give Optionees favorable treatment under such laws; provided, however,
that no award shall
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be granted under any such supplement on terms more beneficial to such
Optionees than those permitted by this Plan.
8. CORPORATE MERGERS, ACQUISITIONS, ETC. The Plan Administrator may also
grant options under this Plan having terms, conditions and provisions that
vary from those specified in this Plan provided that such options are granted
in substitution for, or in connection with the assumption of, existing
options granted, awarded or issued by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason
of a transaction involving a corporate merger, consolidation, acquisition of
property or stock, reorganization or liquidation to which the Company is a
party.
9. HOLDING PERIOD. Unless otherwise determined by the Plan Administrator,
if a person subject to Section 16 of the Exchange Act exercises an option
within six months of the date of grant of the option, the shares of Common
Stock acquired on exercise of the option may not be sold until six months
after the date of grant of the option.
10. OPTION AGREEMENTS. Options granted under this Plan shall be evidenced by
written stock option agreements (the "Option Agreements") that shall contain
such terms, conditions, limitations and restrictions as the Plan
Administrator shall deem advisable and that are consistent with this Plan.
All Option Agreements shall include or incorporate by reference the
applicable terms and conditions contained in this Plan.
11. ADJUSTMENTS ON CHANGES IN CAPITALIZATION.
11.1 STOCK SPLITS, CAPITAL STOCK ADJUSTMENTS. The aggregate number and
class of shares for which options may be granted under this Plan, the number
and class of shares covered by each outstanding option and the exercise price
per share thereof (but not the total price), and each such option, shall all
be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock of the Company resulting from a stock split,
stock dividend or consolidation of shares or any like capital stock
adjustment.
11.2 EFFECT OF MERGER, SALE OF ASSETS, LIQUIDATION OR DISSOLUTION.
(a) MERGERS, SALE OF ASSETS, OTHER TRANSACTIONS. In the event of a
merger, consolidation or plan of exchange to which the Company is a party or
a sale of all or substantially all of the Company's assets (each, a
"Transaction"), the Board of Directors, in its sole discretion and to the
extent possible under the structure of the Transaction, shall select one of
the following alternatives for treating outstanding options under this Plan:
(i) Outstanding options shall remain in effect in accordance
with their terms;
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(ii) Outstanding options shall be converted into options to
purchase stock in the corporation that is the surviving or acquiring
corporation in the Transaction. The amount, type of securities subject
thereto and exercise price of the converted options shall be determined by
the Board of Directors of the Company, taking into account the relative
values of the companies involved in the Transaction and the exchange rate, if
any, used in determining shares of the surviving corporation to be issued to
holders of shares of the Company. Unless otherwise determined by the Board of
Directors, the converted options shall be vested only to the extent that the
vesting requirements relating to options granted hereunder have been
satisfied;
(iii) The Board of Directors provides a period before the
consummation of the Transaction during which outstanding options shall be
exercisable to the extent vested and, on the expiration of such period, all
unexercised options shall immediately terminate. The Board of Directors, in
its sole discretion, may accelerate the vesting of such options so that they
are exercisable in full during such period; or
(iv) The Board of Directors shall take such other action with
respect to outstanding options as the Board deems to be in the best interests
of the Company.
(b) LIQUIDATION; DISSOLUTION. If the Company is liquidated or
dissolved, options shall be treated in accordance with Section 11.2(a)(iii).
11.3 FRACTIONAL SHARES. If the number of shares covered by any option is
adjusted, any fractional shares resulting from such adjustment shall be
disregarded and each such option shall cover only the number of full shares
resulting from such adjustment.
11.4 DETERMINATION OF BOARD TO BE FINAL All adjustments under this
Section 11 shall be made by the Board of Directors, and its determination as
to what adjustments shall be made, and the extent thereof, shall be final,
binding and conclusive. Unless an Optionee agrees otherwise, any change or
adjustment to an Incentive Stock Option shall be made, if possible, in such a
manner so as not to constitute a "modification," as defined in Section 424(h)
of the Code, and so as not to cause the Optionee's Incentive Stock Option to
fail to continue to qualify as an Incentive Stock Option.
12. SECURITIES REGULATIONS.
Shares of Common Stock shall not be issued with respect to an option
granted under this Plan unless the exercise of such option and the issuance
and delivery of such shares pursuant thereto shall comply with all relevant
provisions of law, including, without limitation, any applicable state
securities laws, the Securities Act of 1933, as amended, the Exchange Act,
the rules and regulations promulgated thereunder, applicable laws of foreign
countries and other jurisdictions and the requirements of any quotation
service or stock exchange on which the shares may then be listed, and shall
be further subject to the approval of counsel for the Company with respect to
such compliance, including the availability of an exemption from registration
for the issuance and sale of any shares hereunder. The inability of the
Company to obtain, from any regulatory body having jurisdiction,
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the authority deemed by the Company's counsel to be necessary for the lawful
issuance and sale of any shares hereunder or the unavailability of an
exemption from registration for the issuance and sale of any shares hereunder
shall relieve the Company of any liability with respect of the nonissuance or
sale of such shares as to which such requisite authority shall not have been
obtained.
As a condition to the exercise of an option, the Company may require the
Optionee to represent and warrant at the time of any such exercise that the
shares of Common Stock are being purchased only for investment and without
any present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any relevant
provision of the aforementioned laws. The Company may place a stop-transfer
order against any shares of Common Stock on the official stock books and
records of the Company, and a legend may be stamped on stock certificates to
the effect that the shares of Common Stock may not be pledged, sold or
otherwise transferred unless an opinion of counsel is provided (concurred in
by counsel for the Company) stating that such transfer is not in violation of
any applicable law or regulation. The Plan Administrator may also require
such other action or agreement by the Optionees as may from time to time be
necessary to comply with the federal and state securities laws. THIS
PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THE
OPTIONS OR STOCK THEREUNDER.
If any of the Company's capital stock of the same class as the Common
Stock subject to options granted hereunder is listed on a national securities
exchange, all shares of Common Stock issued hereunder if not previously
listed on such exchange shall be authorized by that exchange for listing
thereon before the issuance thereof.
13. AMENDMENT AND TERMINATION.
13.1 PLAN. The Board of Directors may at any time suspend, amend or
terminate this Plan, provided that, except as set forth in Section 8, the
approval of the Company's shareholders is necessary within twelve months
before or after the adoption by the Board of Directors of any amendment that
will:
(a) increase the number of shares of Common Stock to be reserved for
the issuance of options under this Plan;
(b) permit the granting of stock options to a class of persons other
than those now permitted to receive stock options under this Plan; or
(c) require shareholder approval under applicable law, including
Section 16(b) of the Exchange Act.
13.2 OPTIONS. Subject to the requirements of Section 422 of the Code
with respect to Incentive Stock Options and to the terms and conditions and
within the limitations of this Plan, the
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Plan Administrator may modify or amend outstanding options granted under this
Plan. The modification or amendment of an outstanding option shall not,
without the consent of the Optionee, impair or diminish any of his or her
rights or any of the obligations of the Company under such option. Except as
otherwise provided in this Plan, no outstanding option shall be terminated
without the consent of the Optionee. Unless the Optionee agrees otherwise,
any changes or adjustments made to outstanding Incentive Stock Options
granted under this Plan shall be made in such a manner so as not to
constitute a "modification," as defined in Section 425(h) of the Code, and so
as not to cause any Incentive Stock Option issued hereunder to fail to
continue to qualify as an Incentive Stock Option as defined in Section 422(b)
of the Code.
13.3 AUTOMATIC TERMINATION. Unless sooner terminated by the Board of
Directors, this Plan shall terminate ten years from the date on which this
Plan is adopted by the Board. No option may be granted after such termination
or during any suspension of this Plan. The amendment or termination of this
Plan shall not, without the consent of the Optionee, alter or impair any
rights or obligations under any option theretofore granted under this Plan.
14. MISCELLANEOUS.
14.1 TIME OF GRANTING OPTIONS. The date of grant of an option shall, for
all purposes, be the date on which the Company completes the required
corporate action relating to the grant of an option; the execution of an
Option Agreement and the conditions to the exercise of an option shall not
defer the date of grant.
14.2 NO STATUS AS SHAREHOLDER. Neither the Optionee nor any party to
which the Optionee's rights and privileges under the option may pass shall
be, or have any of the rights or privileges of, a shareholder of the Company
with respect to any of the shares of Common Stock issuable on the exercise of
any option granted under this Plan unless and until such option has been
exercised and the issuance (as evidenced by the appropriate entry on the
books of the Company or duly authorized transfer agent of the Company) of the
stock certificate evidencing such shares.
14.3 STATUS AS AN EMPLOYEE. Nothing in this Plan or in any option
granted pursuant to this Plan shall confer on any Optionee any right to
continue in the employ of the Company, or to interfere in any way with the
right of the Company to terminate his or her employment or other relationship
with the Company at any time.
14.4 RESERVATION OF SHARES. The Company, during the term of this Plan,
at all times will reserve and keep available such number of shares of Common
Stock as shall be sufficient to satisfy the requirements of this Plan.
15. EFFECTIVENESS OF THIS PLAN. This Plan shall become effective on the date
on which it is adopted by the Board of Directors of the Company. No option
granted under this Plan to any officer
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or director of the Company shall become exercisable until the Plan is
approved by the shareholders, and any option granted before such approval
shall be conditioned on and is subject to such approval.
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Adopted by the Board of Directors on July 10, 1996, and approved by the
shareholders on August 9, 1996.
Amended by the Board of Directors on November 8, 1996.
Amended by the shareholders, pursuant to the recommendation of the Board of
Directors, on October 15, 1998.
Amended by the shareholders, pursuant to the recommendation of the Board of
Directors, on June 22, 2000.
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MICROVISION, INC.
1996 STOCK OPTION PLAN,
AS AMENDED
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TABLE OF CONTENTS
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PAGE
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1. Purpose..................................................................................................1
2. Administration...........................................................................................1
2.1 Procedures
2.2 Powers
2.3 Limited Liability
2.4 Securities Exchange Act of 1934
3. Stock Subject to This Plan...............................................................................2
4. Eligibility..............................................................................................2
4.1 Optionees
4.2 Subsidiaries
5. Awards...................................................................................................3
5.1 Incentive Stock Options
5.2 Non-Qualified Stock Options
5.3 Vesting
5.4 Nontransferability
5.5 Termination of Options
(a) Generally
(b) For Cause; Resignation
(c) Retirement
(d) Disability
(e) Death
(f) Extension of Exercise Period Applicable to Termination
(g) Failure to Exercise Option
(h) Transfers; Leaves
6. Exercise.................................................................................................7
6.1 Procedure
6.2 Payment
6.3 Withholding
6.4 Conditions Precedent to Exercise
7. Foreign Qualified Grants.................................................................................8
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8. Corporate Mergers, Acquisitions, Etc.....................................................................8
9. Holding Period...........................................................................................8
10. Option Agreements
11. Adjustments On Changes in Capitalization.................................................................8
11.1 Stock Splits, Capital Stock Adjustments
11.2 Effect of Merger, Sale of Assets, Liquidation or Dissolution
(a) Mergers, Sale of Assets, Other Transactions
(b) Liquidation; Dissolution
11.3 Fractional Shares
11.4 Determination of Board to Be Final
12. Securities Regulations...................................................................................9
13. Amendment and Termination...............................................................................10
13.1 Plan
13.2 Option
13.3 Automatic Termination
14. Miscellaneous...........................................................................................11
14.1 Time of Granting Options
14.2 No Status as Shareholder
14.3 Status as an Employee
14.4 Reservation of Shares
15. Effectiveness of This Plan..............................................................................12
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