MICROVISION, INC. — Director's Dealing 2009

Apr 10, 2009

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MICROVISION INC (MVIS)
CIK: 0000065770
Period of Report: 2009-04-07

Reporting Person: Tokman Alexander Y (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2009-04-07	Common Stock	A	55000	—	Acquired	146959	Direct
2009-04-07	Common Stock	A	110000	—	Acquired	256959	Direct
2009-04-07	Common Stock	A	14000	—	Acquired	270959	Direct

Footnotes

F1: This award was granted under the Executive Officer's current Employment Agreement effective 4-7-2009. The award will vest on the later of the third anniversary of the date of grant or the first day thereafter that the Executive Officer is not in a closed window under the Company's insider trading policy, subject to the terms of the 2006 Incentive Plan.

F2: This award was granted under the Executive Officer's current Employment Agreement effective 4-7-2009. This award vests based on satisfying both service and performance conditions, subject to the terms of the 2006 Incentive Plan. The award will vest on the later of the third anniversary of the date of grant or the first day thereafter that the Executive Officer is not in a closed window under the Company's insider trading policy, based on the Company achieving the following specified performance milestones: 55,000 shares vest if one operational milestone is achieved by 12-31-2009 or two operational milestones are achieved by 12-31-2010. An additional 55,000 shares vest if two operational milestones are achieved by 12-31-2010. Shares that do not vest will be cancelled.

F3: This award was granted in lieu of a contractual cash salary increase for 2009, under the terms of the Executive Officer's prior Employment Agreement effective 7-18-2005. This award vests 25% on 4-30-09, 6-30-09, 9-30-09, and 12-31-09, subject to the terms of the 2006 Incentive Plan.