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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:
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Exchange ratio*:
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CEO, Pres. & CFO
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All Other EE's
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| >$40.00 |
|
x 0.25 |
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x 0.25 |
| $30.01 - $40.00 |
|
x 0.47 |
|
x 0.60 |
| $20.01 - $30.00 |
|
x 0.65 |
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x 0.70 |
| $15.01 - $20.00 |
|
x 0.75 |
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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
- •
- RISK
= If death or disability occurs, or your employment terminates for any reason, during exchange period, no reinstatement of options or new options
- •
- (If
death or disability under current plan, all vested and unvested options which were not cancelled may be exercised within twelve months)
- •
- RISK
= If a merger or acquisition occurs within the exchange period, exchange offer could be cancelled and you may not receive any new options
(pp. 13 - 14, #33)
8
Vesting of Exchanged Options
- •
- Most
new options:
- •
- 2/3
vest on same schedule as old option
- •
- 1/6
vest one year after new grant
- •
- 1/6
vest two years after new grant
- •
- Provided
that no new options will vest sooner than old options would have
- •
- A
few "Expiring Options" will be fully vested upon new grant
- •
- Nonexempt
(overtime-eligible) employees will not have any new options vest earlier than 6 months after new grant
- •
- Three
examples in EO on pp. 10 - 12
9
New Terminology—"Tranche"
- •
- Tranche
is a set of options with a specific grant number and vesting date
- •
- With
4-year annual vesting, each grant has 4 tranches
- •
- Some
older grants have quarterly vesting so total number of tranches higher
- •
- You
may elect to exchange whole tranche or a portion of a tranche
- •
- See
EO pp. 10 - 12 for tranches and vesting examples
10
Worksheet
Microvision
Stock Option Exchange
Worksheet
This worksheet is provided for your convenience. It is not a recommendation to participate in the exchange or to exclude other considerations or calculations in
determing whether or how to participate.
Original Grant Price Range
|
|
Exchange Ratio**
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|
|
CEO, Pres, CFO
|
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All Other EE's
|
| >$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 |
- **
- If
you have options expiring on or before May 30, 2003, see the EO for the ratio.
Primary Criteria for Eligibility
|
| * |
|
Generally, only existing grants priced at >$10.00 are eligible for exchange |
| * |
|
Does not include shares from the 10/24/01 "special on-going grant" @ $15.00 |
| * |
|
Any existing options granted after 5/01/02 must be surrendered in full to participate in the exchange offer |
| * |
|
New grant shares will be whole numbers; no fractional shares |
| * |
|
Employees must be employed on the new grant date to receive new grant |
| * |
|
Target grant date for new options is June 11, 2003 or shortly thereafter |
11
Figuring number of eligible options and vesting
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OR
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OR
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AND
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Grant Number
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Orig. Vest Date
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# Elig Shares
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X (Times) Exchange Ratio (above)
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= # New Shares
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# New Shares Vest at Grant—Exempt (2/3)
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# New Shares Vest 6 mos After Grant—Nonexempt (2/3)
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Shares Vest on Orig. Vest Date (2/3)
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Shares Vest One Year After Grant (1/6)
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Shares Vest Two Years After Grant (1/6)
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This worksheet may be printed and used hardcopy, or used electronically.
12
Process
- •
- EO
Election Period is scheduled to end at 5:00 p.m. Pacific Time on 12/09/02.
- •
- Could
be extended by management if necessary
- •
- Revocation
of election allowed up to close of EO Period
- •
- Must
revoke with written (or faxed) notice of revocation
- •
- May
re-elect using Election Form until offer period ends
- •
- Election Forms to the Options Desk (John Jecker or Tiffany Lau)
- •
- All
EO questions to Tom Walker in Legal
13
Key Dates (est.)
- •
- 10/24/01—Special
on-going grant not eligible for exchange
- •
- 5/01/02—Any
grant received on or after must be cancelled in full if EE wishes to participate
- •
- 11/01/02—Date
of Offer to Exchange
- •
- 12/09/02—Must submit Election Form by 5:00 p.m.
- •
- 12/10/02—Target
date for cancellation of Exchange Options
- •
- 6/11/03—Target
grant date for new options
- •
- 12/11/03—Earliest
target vesting date for an "Overtime (non-exempt) Employee"
14
Forms
- •
- Worksheet
offered to assist you in calculating exchange numbers and vesting
- •
- Use
Option Exchange Election Form at back of EO
- •
- Deliver
Election Form to Options Desk
- •
- Confirmation
of receipt—not conformance—will be a photocopy of the Election Form, signed by the Options Desk
15
Questions?
16
QuickLinks
Microvision, Inc. Stock Option Exchange November 8, 2002
Information Only—Not Advice
Agenda
Highlights of Exchange Offer (EO)
Highlights of Exchange Offer
Options That May Be Exchanged
Exchange Ratio
Exchange Considerations
Vesting of Exchanged Options
New Terminology—"Tranche"
Worksheet
Microvision Stock Option Exchange Worksheet
Process
Key Dates (est.)
Forms
Questions?