November 14, 2017
By hand delivery
Alexander Y. Tokman
6244 185th Avenue NE
Redmond, WA 98052
As we have discussed, you have offered to resign your positions at the Company, as outlined below, and it is anticipated your employment with MicroVision, Inc. (the "Company") will terminate, effective as of December 31, 2017 (the "Separation Date"). This letter (the "Agreement") will confirm the terms concerning the remainder of your employment and your separation from the Company, as follows:
1. Upon signing this Agreement, you will resign your position as CEO and your role as a director. On the Separation Date you will resign your position as President. You agree that for the period of up to eighteen months following the Separation Date, you will make yourself reasonably available, on an as-needed basis, to assist the Company upon request. Such assistance shall be limited to discrete transition matters and shall not amount to more than a de minmis amount of time during any given week and at a time and place mutually agreed to by you and the Company.
6244 185th Avenue NE Suite 100
following the date that is six months after the Separation Date and be payable each month thereafter. The first payment will be retroactive to the day following the Separation Date and include any amounts that otherwise would have been paid between the Separation Date and the first payment date had the payments started at the beginning of the Severance Period. In addition to the Monthly Premium Payments, the Company will pay you an additional amount equal to the statutory minimum withholding applicable to the Monthly Premium Payment (the "Additional Amount") plus an amount equal to the statutory minimum withholding that applies to the Additional Amount (together with the Additional Amount, the "Tax Gross Up"). The Tax Gross Up will be paid on the same schedule as the underlying Monthly Premium Payment.
Affiliates. Recognizing that your employment with the Company will terminate as of the Separation Date, you agree that you will not, except as requested or otherwise agreed to by the Company in connection with any transition assistance, following the Separation Date, for any purpose, attempt to access or use any computer or computer network or system of the Company or any of its Affiliates, including without limitation the electronic mail system. Further, you agree to disclose to the Company, on or before the Separation Date, any and all passwords necessary or desirable to obtain access to, or that would assist in obtaining access to, all information which you have password-protected on any computer equipment, network or system of the Company or any of its Affiliates.
you wished to do so, or to consult with any other of those persons to whom reference is made in Section 6(b) above; and that you have not relied on any promises or representations, express or implied, that are not set forth expressly in this Agreement.
If the terms of this Agreement are acceptable to you, please sign, date and return it to me within twenty-one (21) days of the date that you receive it. You may revoke this Agreement at any time during the seven (7)-day period immediately following the date of your signing by notifying me in writing of your revocation within that period, and this Agreement shall not become effective or enforceable until that seven (7)-day revocation period has expired. If you do not revoke this Agreement, then, on the eighth (8th) day following the date that you signed it, this Agreement shall take effect as a legally binding agreement between you and the Company on the basis set forth above. You agree that if there have been any changes to a prior version of this Agreement (material or immaterial), the 21-day consideration period will not be reset. The enclosed copy of this letter, which you should also sign and date, is for your records.
Accepted and agreed:
Alexander Y. Tokman
Post-Employment General Release and Waiver of Claims
November 14, 2017
For and in consideration of certain benefits to be provided to me under the Separation and Transition Agreement between MicroVision, Inc. (the "Company") and me, dated as of November 14, 2017(the "Agreement"), which are conditioned on my signing this General Release and Waiver of Claims (this "Release of Claims") and on my compliance with the Continuing Obligations, and to which I am not otherwise entitled, and other good and valuable consideration, the receipt and sufficiency of which I hereby acknowledge, on my own behalf and on behalf of my heirs, executors, administrators, beneficiaries, representatives, successors and assigns, and all others connected with or claiming through me, I hereby release and forever discharge the Company and its affiliates, and all of their respective past, present and future officers, directors, shareholders, employees, employee benefits plans, administrators, trustees, agents, representatives, consultants, successors and assigns, and all those connected with any of them, in their official and individual capacities (collectively, the "Released Parties"), from any and all causes of action, suits, rights and claims, demands, damages and compensation of any kind and nature whatsoever, whether at law or in equity, whether now known or unknown, suspected or unsuspected, contingent or otherwise, which I now have or ever have had against the Released Parties, or any of them, in any way related to, connected with or arising out of my employment and/or other relationship with the Company or any of its affiliates, or pursuant to Title VII of the Civil Rights Act, the Americans With Disabilities Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (as amended by the Older Workers Benefit Protection Act), the Employee Retirement Income Security Act, the Washington Minimum Wage and Wage Payment Acts, the Washington Industrial Welfare Act, the Washington Law Against Discrimination, the Washington Family Leave Act, and/or any other federal, state or local law, regulation or other requirement, each as amended from time to time, (collectively, the "Claims"), through the date that I sign this Release of Claims, and I hereby waive all such Claims.
I understand that nothing in this Agreement prohibits me from engaging in any Protected Activity. For purposes of this Release of Claims, "Protected Activity" shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board ("Government Agencies"). I understand that in connection with such Protected Activity, I am permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, the Company.
I represent and warrant that, in accordance with Section 7 of the Agreement, I have returned to the Company any and all Documents and other property of the Company and its Affiliates that I had in my possession, custody or control on the date my employment with the Company terminated and that I have retained no such property. Without limiting the foregoing, I also represent and warrant that I have retained no copy of any such documents, materials or information.
I acknowledge that this Release of Claims creates legally binding obligations, and that the Company has advised me to consult an attorney before signing it. I further acknowledge that I may not sign this Release of Claims prior to the Separation Date (as such term is defined in the Agreement). In signing this Release of Claims, I give the Company assurance that I have signed it voluntarily and with a full understanding of its terms; that I have had sufficient opportunity of not less than twenty-one (21) days before signing this Release of Claims to consider its terms and to consult with an attorney, if I wished to do so, or to consult with any person to whom reference is made in Section 6(b) of the Agreement; and that I have not relied on any promises or representations, express or implied, that are not set forth expressly in this Release of Claims. I understand that I will have seven (7) days after signing this Release of Claims to revoke my signature, and that, if I intend to revoke my signature, I must do so in writing addressed and delivered to the Compensation Committee prior to the end of the seven (7)-day revocation period. I understand that this Release of Claims will become effective upon the eighth (8th) day following the date that I sign it, provided that I do not revoke my acceptance in accordance with the immediately preceding sentence.
This Release of Claims constitutes the entire agreement between the Company and me and supersedes all prior and contemporaneous communications, agreements and understandings regarding the subject matter of this Release of Claims, whether written or oral, with respect to my employment, its termination and all related matters, excluding only the Agreement and the Continuing Obligations (as such term is defined in the Agreement), as may be modified by the Agreement, which shall remain in full force and effect in accordance with their terms. This Release of Claims may not be modified or amended, and no breach shall be deemed to be waived, unless agreed to in writing by me and a member of the Compensation Committee of the Company or its expressly authorized designee.
Accepted and agreed:
Alexander Y. Tokman