EX-4.6





 Exhibit 4.6 

2020 MICROVISION, INC. INCENTIVE PLAN 
  

	1.	 DEFINED TERMS 



Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those
terms. 
  

	2.	 EFFECTIVE DATE 



This 2020 MicroVision, Inc. Incentive Plan amends, restates in its entirety and renames the 2013 MicroVision, Inc. Incentive Plan. This
amendment and restatement of the Plan shall become effective as of the Date of Adoption. 
  

	3.	 PURPOSE 



The purpose of the Plan is to provide a means by which the Company may attract, reward and retain the services or advice of current or future
employees, officers, consultants or independent contractors of, and other advisors to, the Company and to provide added incentives to them by encouraging stock ownership in the Company. 

 

	4.	 ADMINISTRATION 



The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility
for and grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Determinations of the Administrator made
under the Plan will be conclusive and will bind all parties. 

  
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	5.	 LIMITS ON AWARDS UNDER THE PLAN 



 

	 	a.	 Number of Shares. Subject to adjustment as provided in Section 8(b), the number of
shares of Stock that may be delivered in satisfaction of Awards under the Plan is (i) 5,000,000 shares of Stock, plus (ii) the number of shares of Stock available for issuance under the Prior Plan as of the Date of Adoption (which will not
exceed 3,485,805 shares) plus (iii) the number of shares of Stock underlying awards under the Prior Plan that on or after the Date of Adoption are forfeited, expired or are cancelled without the delivery of shares of Stock or otherwise become
available again for grant under the Prior Plan in accordance with its terms (which will not exceed 5,822,963 shares) (collectively, the “Share Pool”). The number of shares of Stock delivered in satisfaction of Awards shall, for purposes of
the preceding sentence, be determined net of shares of Stock withheld by the Company in payment of the exercise price or purchase price of the Award or, solely with respect to Stock Options or SARs granted under the Plan, in satisfaction of tax
withholding requirements with respect to the Award. Any shares of Stock withheld by the Company in payment of the exercise price or purchase price of an award issued under the Prior Plan or in satisfaction of tax withholding requirements with
respect to an award under the Prior Plan shall also be available for issuance under the Plan. Further, any shares of Stock underlying any portion of an Award that is settled in cash or that expires, becomes unexercisable, terminates or is forfeited
to or repurchased by the Company without the issuance (or retention, in the case of Restricted Stock or Unrestricted Stock) of Stock shall again be available for issuance under the Plan. For the avoidance of doubt, the Share Pool will not be
increased by any shares of Stock delivered under the Plan that are subsequently repurchased using proceeds directly attributable to Stock Option exercises. Up to 100% of the shares of Stock from the Share Pool may be issued in satisfaction of ISOs,
but nothing in this Section 5(a) will be construed as requiring that any, or any fixed number of, ISOs be granted under the Plan. The limit set forth in this Section 5(a) shall be construed to comply with Section 422 of the Code and
regulations thereunder. To the extent consistent with the requirements of Section 422 of the Code and regulations thereunder, and with other applicable legal requirements (including applicable stock exchange requirements), Stock issued under
awards of an acquired company that are converted, replaced, or adjusted in connection with the acquisition shall not reduce the number of shares available for Awards under the Plan. 



  

	 	b.	 Type of Shares. Stock delivered by the Company under the Plan may be authorized but
unissued Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan. 


  

	 	c.	 Award Limits. The maximum number of shares of Stock for which Stock Options may be granted
to any person in any calendar year and the maximum number of shares of Stock subject to SARs granted to any person in any calendar year will each be 500,000. The maximum number of shares subject to other Awards granted to any person in any calendar
year will be 500,000 shares. The maximum amount payable to any person in any year under Cash Awards will be $3,000,000. 


  

	6.	 ELIGIBILITY AND PARTICIPATION 



The Administrator may grant Awards to any current or future Employee, officer, director, consultant or independent contractor of, or other
advisor to, the Company or its subsidiaries. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or “subsidiary corporation” of the Company as those terms are defined in Section 424 of
the Code. 

  
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	7.	 RULES APPLICABLE TO AWARDS 



 

	 	a.	 All Awards  



 

	 	1.	 Award Provisions. The Administrator will determine the terms of all Awards, subject to the
limitations provided herein. No term of an Award shall provide for automatic “reload” grants of additional Awards upon exercise of a Stock Option or SAR or otherwise as a term of an Award. By accepting (or being deemed to have accepted)
any Award granted hereunder, the Participant agrees to the terms of the Award and the Plan. Notwithstanding any provision of this Plan to the contrary, awards of an acquired company that are converted, replaced or adjusted in connection with the
acquisition may contain terms and conditions that are inconsistent with the terms and conditions specified herein, as determined by the Administrator. 


  

	 	2.	 Term of Plan. No Awards may be made after ten (10) years from the Date of Adoption,
but previously granted Awards may continue beyond that date in accordance with their terms. 


  

	 	3.	 Transferability. Neither ISOs nor, except as the Administrator otherwise expressly
provides, other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s lifetime ISOs (and, except as the Administrator otherwise expressly provides, other non-transferable Awards requiring exercise) may be exercised only by the Participant. 


  

	 	4.	 Vesting, Etc. Except as provided in Section 7(a)(11) below, the Administrator may
determine the time or times at which an Award will vest or become exercisable and the terms on which an Award requiring exercise will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or
exercisability of an Award, regardless of any adverse or potentially adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply: immediately upon the
cessation of the Participant’s Employment, each Award requiring exercise that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate, and all other Awards that
are then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not already vested will be forfeited, except that: 


  


	 	A.	 subject to (B) and (C) below, all Stock Options and SARs held by the Participant or the Participant’s
permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the
latest date on which such Stock Option or SAR could have been exercised without regard to this Section 7(a)(4), and will thereupon terminate; 



  
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	 	B.	 all Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any,
immediately prior to the Participant’s death or Disability, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or Disability
or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 7(a)(4), and will thereupon terminate; and 



 

	 	C.	 all Stock Options and SARs held by a Participant or the Participant’s permitted transferees, if any,
immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if the termination is for Cause or occurs in circumstances that the Administrator in its sole discretion determines would have
constituted grounds for a termination for Cause. 


  

	 	5.	 Taxes. The Administrator will make such provision for the withholding of taxes as it deems
necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the maximum withholding
amount consistent with the Award being subject to equity accounting treatment under the Accounting Rules). 


  

	 	6.	 Dividend Equivalents, Etc. The Administrator may provide for the payment of amounts
in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award; provided, however, that (a) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remains subject to a
risk of forfeiture (whether service-based or performance-based) shall be subject to the same risk of forfeiture as applies to the underlying Award and (b) no dividends or dividend equivalents shall be payable with respect to Stock Options or
SARs. Any entitlement to dividend equivalents or similar entitlements shall be established and administered consistent either with exemption from, or compliance with, the requirements of Section 409A to the extent applicable.



  

	 	7.	 Foreign Qualified Grants. Awards under this Plan may be granted to officers and Employees
of the Company and other persons described in Section 6 who reside in foreign jurisdictions as the Administrator may determine from time to time. The Administrator may adopt supplements to the Plan as needed to comply with the applicable laws
of such foreign jurisdictions and to give Participants favorable treatment under such laws; provided, however that no award shall be granted under any such supplement on terms more beneficial to such Participants than those permitted
by this Plan. 



  
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	 	8.	 Corporate Mergers, Acquisitions, Etc. The Administrator may grant Awards under this Plan
having terms, conditions and provisions that vary from those specified in this Plan provided that such Awards are granted in substitution for, or in connection with the assumption of, existing Awards granted 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.	 Rights Limited. Nothing in the Plan will be construed as giving any person the right to
continued Employment, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an element of damages in the event of termination of Employment
for any reason, even if the termination is in violation of an obligation of the Company or Affiliate to the Participant. 


  

	 	10.	 Recovery of Compensation. The Administrator may provide in any case that any outstanding
Award (whether or not vested or exercisable), the proceeds from the exercise or disposition of any Award or Stock acquired under any Award and any other amounts received in respect of any Award or Stock acquired under any Award will be subject to
forfeiture and disgorgement to the Company, with interest and other related earnings, if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any applicable Award or any
non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention
assignment or other restrictive covenant by which he or she is bound. Each Award shall be subject to any policy of the Company or any of its Affiliates that provides for forfeiture, disgorgement or clawback with respect to incentive compensation
that includes Awards under the Plan and shall be further subject to forfeiture and disgorgement to the extent required by law or applicable stock exchange listing standards, including, without limitation, Section 10D of the Securities Exchange
Act of 1934, as amended. Each Participant, by accepting or being deemed to have accepted an Award under the Plan, agrees (or will be deemed to have agreed) to the terms of this Section 7(a)(10) and to cooperate fully with the Administrator, and
to cause any and all permitted transferees of the Participant to cooperate fully with the Administrator, to effectuate any forfeiture or disgorgement described in this Section 7(a)(10). Neither the Administrator nor the Company nor any other
person, other than the Participant and his or her permitted transferees, if any, will be responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this
Section 7(a)(10). 



  
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	 	11.	 Other Restrictions. Except in the case of an Award that is granted to a Participant in
exchange for, in lieu of the right to receive the payment of, or in settlement of, an equivalent amount of salary, bonus, or other cash compensation, no Award granted under the Plan shall be scheduled to vest, in whole or in part, prior to the date
that is one (1) year following the date the Award is granted. Notwithstanding the foregoing, (i) the Administrator may grant Awards covering five percent (5%) or fewer of the total number of shares of Stock authorized for delivery under
the Plan (as determined in accordance with the rules set forth under Section 5(a) above) without respect to the above-described minimum vesting requirement. Further, notwithstanding the foregoing, with respect to Awards granted to non-employee members of the Board, the vesting of such Awards will be deemed to satisfy the one (1) year minimum vesting requirement to the extent that the Awards vest on the earlier of the one (1) year
anniversary of the date of grant and the next annual meeting of the stockholders of the Company. 


  

	 	12.	 Section 409A 



 

	 	A.	 Without limiting the generality of Section 12(b), each Award will contain such terms as the Administrator
determines and will be construed and administered, such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements. 



 

	 	B.	 Notwithstanding anything to the contrary in the Plan or any Award agreement, the Administrator may unilaterally
amend, modify or terminate the Plan or any outstanding Award, including, but not limited to, changing the form of the Award, if the Administrator determines that such amendment, modification or termination is necessary or advisable to avoid the
imposition of an additional tax, interest or penalty under Section 409A. 


  

	 	C.	 If a Participant is determined on the date of the Participant’s termination of Employment to be a
“specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is considered nonqualified deferred compensation under Section 409A, to the extent applicable,
payable on account of a “separation from service”, such payment will be made or provided on the date that is the earlier of (i) the first business day following the expiration of the six-month
period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments delayed pursuant to this
Section 7(a)(12)(C) (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such delay) will be paid, without interest, on the first business day following the expiration of the Delay Period in
a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for them in the applicable Award agreement. 



  
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	 	D.	 For purposes of Section 409A, each payment made under the Plan or any Award will be treated as a separate
payment. 


  

	 	E.	 With regard to any payment considered to be nonqualified deferred compensation under Section 409A, to the
extent applicable, that is payable upon a change in control of the Company or other similar event, to the extent required to avoid the imposition of any additional tax, interest or penalty under Section 409A, no amount will be payable unless
such change in control constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations. 



 

	 	b.	 Awards Requiring Exercise  



 

	 	1.	 Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, an
Award requiring exercise by the holder will not be deemed to have been exercised until the Administrator receives a notice of exercise (in a form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment
required under the Award. If the Award is exercised by any person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so. Awards may be exercised in whole or in
part. 


  

	 	2.	 Exercise Price. The exercise price (or the base value from which appreciation is to be
measured) of each Award requiring exercise shall be 100% (in the case of an ISO granted to a ten-percent shareholder within the meaning of Section 422(b)(6) of the Code, 110%) of the fair market value of
the Stock subject to the Award, determined as of the date of grant, or such higher amount as the Administrator may determine in connection with the grant. Fair market value shall be determined by the Administrator consistent with the requirements of
Section 422 and Section 409A. Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the stockholders of the Company at which a quorum representing a majority of all
outstanding shares of Stock is present or represented by proxy, the Administrator shall not approve a program providing for either (a) the cancellation of outstanding Awards requiring exercise and the grant in substitution therefor of new
Awards having a lower exercise price that has the effect of a repricing or a payment of cash or other consideration in respect of such cancelled Awards or (b) the amendment of such Awards to reduce the exercise price thereof. The preceding
sentence shall not be construed to apply to: (i) “issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code or (ii) the substitution or assumption of an
Award by reason of or pursuant to a corporate transaction involving the Company or as otherwise contemplated by Section 8. 



  
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	 	3.	 Payment Of Exercise Price. Where the exercise of an Award is to be accompanied by payment,
the Administrator may determine the required or permitted forms of payment, subject to the following: all payments will be made by cash or check acceptable to the Administrator, or, if so permitted by the Administrator and if legally permissible,
(i) through the delivery of shares of Stock that have a fair market value equal to the exercise price, (ii) through a broker-assisted exercise program acceptable to the Administrator, (iii) by other means acceptable to the
Administrator, or (iv) by any combination of the foregoing permissible forms of payment. The delivery of shares in payment of the exercise price under clause (i) above may be accomplished either by actual delivery or by constructive
delivery through attestation of ownership, subject to such rules as the Administrator may prescribe. 


  

	 	c.	 Awards Not Requiring Exercise 



Restricted Stock and Unrestricted Stock, Awards of Stock Units or other Awards that do not require exercise, including Performance Awards, may
be granted under the Plan, subject to the terms and conditions determined by the Administrator, and granted in exchange for such lawful consideration, including services, as the Administrator determines. 

 

	8.	 EFFECT OF CERTAIN TRANSACTIONS 



 

	 	a.	 Mergers, etc. Except as otherwise provided in an Award, the following
provisions shall apply in the event of a Covered Transaction: 


  

	 	1.	 Assumption or Substitution. If the Covered Transaction is one in which there is an
acquiring or surviving entity, the Administrator may provide for the assumption of some or all outstanding Awards or for the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror or survivor.



  

	 	2.	 Cash-Out of Awards. If the Covered Transaction is
one in which holders of Stock will receive a payment (whether cash, non-cash or a combination of the foregoing) upon consummation of the transaction, the Administrator may provide for payment (a “cash-out”), with respect to some or all Awards, equal in the case of each affected Award to the excess, if any, of (A) the fair market value of one share of Stock (as determined by the Administrator
in its reasonable discretion) times the number of shares of Stock subject to the Award, over (B) the aggregate exercise or purchase price, if any, under the Award (in the case of an SAR, the aggregate base price above which appreciation is
measured), in each case on such payment terms (which need not be the same as the terms of payment to holders of Stock) and other terms, and subject to such conditions, as the Administrator determines. For the avoidance of doubt, if the per share
exercise or purchase price (or base value) of an Award or portion thereof is equal to or greater than the fair market value of a share of Stock, such Award or portion thereof may be cancelled with no payment due hereunder or otherwise in respect
thereof.  



  
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	 	3.	 Acceleration of Certain Awards. If the Covered Transaction (whether or not there is an
acquiring or surviving entity) is one in which there is no assumption, substitution or cash-out, each Award requiring exercise will become fully exercisable, and the delivery of shares of Stock deliverable
under each outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will be accelerated and such shares will be delivered, prior to the Covered Transaction, in each case on a
basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following exercise of the Award or the delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.



  

	 	4.	 Termination of Awards Upon Consummation of Covered Transaction. Each Award (unless assumed
pursuant to Section 8(a)(1) above), other than outstanding shares of Restricted Stock (which shall be treated in the same manner as other shares of Stock, subject to Section 8(a)(5) below), will terminate upon consummation of the Covered
Transaction. 


  

	 	5.	 Additional Limitations. Any share of Stock delivered pursuant to Section 8(a)(2) or
Section 8(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate to reflect any performance or other vesting conditions to which the Award was
subject. In the case of Restricted Stock, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered Transaction be placed in escrow or otherwise made subject to such
restrictions as the Administrator deems appropriate to carry out the intent of the Plan. 



  
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	 	b.	 Change in and Distributions With Respect to Stock  



 

	 	1.	 Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination
of shares (including a reverse stock split), recapitalization or other change in the Company’s capital structure, the Administrator will make appropriate adjustments to the maximum number of shares specified in Section 5(a) that may be
delivered under the Plan and to the maximum share limits described in Section 5(c), and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted,
any exercise prices relating to Awards and any other provision of Awards affected by such change. 


  

	 	2.	 Certain Other Adjustments. The Administrator may also make adjustments of the type
described in Section 8(b)(1) above to take into account distributions to stockholders other than those provided for in Section 8(a) and 8(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid
distortion in the operation of the Plan and to preserve the value of Awards made hereunder, having due regard for the qualification of ISOs under Section 422 of the Code and the requirements of Section 409A, where applicable.



  

	 	3.	 Continuing Application of Plan Terms. References in the Plan to shares of Stock will be
construed to include any stock or securities resulting from an adjustment pursuant to this Section 8. 


  

	9.	 LEGAL CONDITIONS ON DELIVERY OF STOCK 



The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of
delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been
satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may
hold the certificates pending lapse of the applicable restrictions. 

  
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	10.	 AMENDMENT AND TERMINATION 



The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law,
and may at any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as
to affect adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the grant of the Award. Any amendments to the Plan shall be conditioned upon stockholder approval only
to the extent, if any, such approval is required by law (including the Code and applicable stock exchange requirements), as determined by the Administrator. 
  

	11.	 OTHER COMPENSATION ARRANGEMENTS 



The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to award a person bonuses or other
compensation in addition to Awards under the Plan. 
  

	12.	 MISCELLANEOUS 



 

	 	a.	 Waiver of Jury Trial. By accepting an Award under the Plan, to the maximum extent
permitted by law, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreement
delivered or which in the future may be delivered in connection therewith, and agrees that any such action, proceedings or counterclaim shall be tried before a court and not before a jury. By accepting (or being deemed to have accepted) an Award
under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any action, proceeding or counterclaim, seek to enforce the
foregoing waivers. 


  

	 	b.	 Limitation of Liability. Notwithstanding anything to the contrary in the Plan,
neither the Company, any Affiliate, nor the Administrator, nor any person acting on behalf of the Company, any Affiliate, or the Administrator, shall be liable to any Participant or to the estate or beneficiary of any Participant or to any other
holder of an Award by reason of any acceleration of income, or any additional tax, asserted by reason of the failure of an Award to satisfy the requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code.




  
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 EXHIBIT A 

Definition of Terms 
 The following
terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below: 
 “Accounting Rules”: Financial
Accounting Standards Board Accounting Standards Codification Topic 718, or any successor provision. 
 “Administrator”: The Board, except
that the Board may delegate (i) to one or more of its members such of its duties, powers and responsibilities as it may determine; provided, that with respect to any delegation described in this clause (i) only the Board may amend
or terminate the Plan as provided in Section 10; (ii) to one or more officers of the Company the power to grant rights or options to the extent permitted by Section 157(c) of the Delaware General Corporation Law; (iii) to one or more
officers of the Company the authority to allocate other Awards among such persons (other than officers of the Company) eligible to receive Awards under the Plan as such delegated officer or officers determine consistent with such delegation;
provided, that with respect to any delegation described in this clause (iii) the Board (or a properly delegated member or members of the Board) shall have authorized the issuance of a specified number of shares of Stock under such Awards
and shall have specified the consideration, if any, to be paid therefor; and (iv) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding
sentence, the term “Administrator” shall include the person or persons so delegated to the extent of such delegation. 

“Affiliate”: Any corporation or other entity owning, directly or indirectly, 50% or more of the outstanding Stock of the Company, or in which
the Company or any such corporation or other entity owns, directly or indirectly, 50% or more of the outstanding capital stock (determined by aggregate voting rights) or other voting interests. However, for purposes of determining eligibility for
the grant of a Stock Option or SAR, the term “Affiliate” shall mean a person standing in a relationship to the Company such that the Company and such person are treated as a single employer under Section 414(b) and Section 414(c)
of the Code, in accordance with the definition of “service recipient” under Section 409A of the Code. 
 “Award”: Any or a
combination of the following: 
 (i) Stock Options. 

(ii) SARs. 
 (iii) Restricted
Stock. 
 (iv) Unrestricted Stock. 

(v) Stock Units, including Restricted Stock Units. 

(vi) Performance Awards. 
 (vii)
Cash Awards. 
 (viii) Awards (other than Awards described in (i) through (vii) above) that are convertible into or otherwise based on
Stock. 

  
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 “Board”: The Board of Directors of the Company. 

“Cash Award”: An Award denominated in cash. 

“Cause”: The following, as determined by the Board in its reasonable judgment, shall constitute Cause for termination:
(i) Participant’s repeated willful failure to perform, or gross negligence in the performance of duties and responsibilities to the Company or any of its Affiliates; (ii) fraud, embezzlement or other dishonesty with respect to the
Company or any of its Affiliates; (iii) commission of a felony or other crime involving moral turpitude or (iv) other conduct by Participant that could be harmful to the business, interests, or reputation of the Company or any of its
Affiliates. 
 “Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from
time to time in effect. 
 “Company”: MicroVision, Inc. 

“Covered Transaction”: Any of (i) a consolidation, merger, or similar transaction or series of related transactions, including a sale or
other disposition of stock, in which the Company is not the surviving corporation or which results in the acquisition of all or substantially all of the Company’s then outstanding common stock by a single person or entity or by a group of
persons and/or entities acting in concert, (ii) a sale or transfer of all or substantially all the Company’s assets, or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that
is reasonably expected to be followed by a merger described in clause (i) (as determined by the Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer. 

“Date of Adoption”: The date the Plan was approved by the Company’s stockholders. 

“Disability”: The total and permanent disability of any Participant, as determined by the Administrator in its sole discretion. Without
limiting the generality of the foregoing, the Administrator may, but is not required to, rely on a determination of disability by the Company’s long-term disability carrier or the Social Security Administration. 

“Employee”: Any person who is employed by the Company or an Affiliate. 

“Employment”: A Participant’s employment or other service relationship with the Company and its Affiliates. Employment will be deemed to
continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 6 to the Company or its Affiliates. If a Participant’s
employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an Affiliate unless the Participant transfers
Employment to the Company or its remaining Affiliates. Notwithstanding the foregoing, in construing the provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a
termination or cessation of Employment, references to termination or cessation of employment, separation from service, retirement or similar or correlative terms will be construed to require a “separation from service” (as that term is
defined in Section 1.409A-1(h) of the Treasury Regulations, after giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or businesses, if any,
that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the
applicable limitations under Section 409A, any of the special elective rules prescribed in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from
service” has occurred. Any such written election will be deemed a part of the Plan. 

  
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 “ISO”: A Stock Option intended to be an “incentive stock option” within the
meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive stock option unless, as of the date of grant, it is
expressly designated as an ISO. 
 “Participant”: A person who is granted an Award under the Plan. 

“Performance Award”: An Award subject to Performance Criteria. 

“Performance Criteria”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the satisfaction of
which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. 
 “Plan”: The 2020 MicroVision, Inc. Incentive
Plan, as from time to time amended and in effect. 
 “Prior Plan”: The 2013 MicroVision, Inc. Incentive Plan, as amended. 

“Restricted Stock”: Stock subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions
are not satisfied. 
 “Restricted Stock Unit”: A Stock Unit that is, or as to which the delivery of Stock or cash in lieu of Stock is,
subject to the satisfaction of specified performance or other vesting conditions. 
 “Section 409A”: Section 409A
of the Code. 
 “SAR”: A right entitling the holder upon exercise to receive an amount (payable in shares of Stock of equivalent value)
equal to the excess of the fair market value of the shares of Stock subject to the right over the fair market value of such shares at the date of grant. 

“Stock”: Common Stock of the Company, par value $.001 per share. 

“Stock Option”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price. 

“Stock Unit”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the value of Stock in
the future. 
 “Unrestricted Stock”: Stock not subject to any restrictions under the terms of the Award. 

  
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