(As amended through June 17, 2010)

MICROVISION, INC.

2006 INCENTIVE PLAN, AS AMENDED

- DEFINED TERMS 
Exhibit A, which is incorporated by reference, defines the terms used inthe Plan and sets forth certain operational rules related to those terms. 
EFFECTIVE DATE 

This Microvision, Inc. 2006 Incentive Plan, as amended, amends, restatesand renames the Company's 1996 Stock Option Plan. The Plan was originallyadopted by the Board on July 10, 1996 and approved by the stockholders of theCompany on August 9, 1996. This amendment and restatement of the Plan, shallbecome effective if, and at such time as, the stockholders of the Company haveapproved this amendment and restatement. 
PURPOSE 

The purpose of the Microvision, Inc. 2006 Incentive Plan, as amended, isto provide means by which the Company may attract, reward and retain theservices or advice of current or future employees, officers, consultants orindependent contractors of, and other advisors to, the Company and to provideadded incentives to them by encouraging stock ownership in the Company.
ADMINISTRATION 

The Administrator has discretionary authority, subject only to theexpress provisions of the Plan, to interpret the Plan; determine eligibility forand grant Awards; determine, modify or waive the terms and conditions of anyAward; prescribe forms, rules and procedures; and otherwise do all thingsnecessary to carry out the purposes of the Plan. In the case of any Awardintended to be eligible for the performance-based compensation exception underSection 162(m), the Administrator will exercise its discretion consistent withqualifying the Award for that exception. Determinations of the Administratormade under the Plan will be conclusive and will bind all parties. 
LIMITS ON AWARDS UNDER THE PLAN 
Number of Shares
. A maximum of 16,400,000 shares of Stock may bedelivered in satisfaction of Awards under the Plan. The number of shares ofStock delivered in satisfaction of Awards shall, for purposes of the precedingsentence, be determined net of shares of Stock withheld by the Company inpayment of the exercise price of the Award or in satisfaction of tax withholdingrequirements with respect to the Award. The limit set forth in this Section 5(a)shall be construed to comply with Section 422 of the Code and regulationsthereunder. To the extent consistent with the requirements of Section 422 of theCode and regulations thereunder, and with other applicable legal requirements(including applicable stock exchange requirements), Stock issued under awards ofan acquired company that are converted, replaced, or adjusted in connection withthe acquisition shall not reduce the number of shares available for Awards underthe Plan.
Type of Shares
. Stock delivered by the Company under thePlan may be authorized but unissued Stock or previously issued Stock acquired bythe Company. No fractional shares of Stock will be delivered under thePlan.
**Section 162(m) Limits
. The maximum number of shares of Stockfor which Stock Options may be granted to any person in any calendar year andthe maximum number of shares of Stock subject to SARs granted to any person inany calendar year will each be 2,000,000. The maximum number of shares subjectto other Awards granted to any person in any calendar year will be 2,000,000shares. The maximum amount payable to any person in any year under Cash Awardswill be $3,000,000. The foregoing provisions will be construed in a mannerconsistent with Section 162(m).
**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 ofthe Company or of a "parent corporation" or "subsidiary corporation" of theCompany as those terms are defined in Section 424 of the Code.
**RULES APPLICABLE TO AWARDS 
All Awards 
- Award Provisions . The Administrator will determine the terms of allAwards, subject to the limitations provided herein. By accepting any Awardgranted hereunder, the Participant agrees to the terms of the Award and thePlan. Notwithstanding any provision of this Plan to the contrary, awards of anacquired company that are converted, replaced or adjusted in connection with theacquisition may contain terms and conditions that are inconsistent with theterms and conditions specified herein, as determined by the Administrator. 
Term of Plan
. No Awards may be made after September 21, 2016,but previously granted Awards may continue beyond that date in accordance withtheir terms. 
**Transferability
. Neither ISOs nor, except as the Administratorotherwise expressly provides, other Awards may be transferred other than by willor by the laws of descent and distribution, and during a Participant's lifetimeISOs (and, except as the Administrator otherwise expressly provides, other non-transferable Awards requiring exercise) may be exercised only by theParticipant. 
**Vesting, Etc.
 The Administrator may determine the time ortimes at which an Award will vest or become exercisable and the terms on whichan Award requiring exercise will remain exercisable. Without limiting theforegoing, the Administrator may at any time accelerate the vesting orexercisability of an Award, regardless of any adverse or potentially adverse taxconsequences resulting from such acceleration. Unless the Administratorexpressly provides otherwise, however, the following rules will apply:immediately upon the cessation of the Participant's Employment, each Awardrequiring exercise that is then held by the Participant or by the Participant'spermitted transferees, if any, will cease to be exercisable and will terminate,and all other Awards that are then held by the Participant or by theParticipant's permitted transferees, if any, to the extent not already vestedwill be forfeited, except that: 
- subject to (B) and (C) below, all Stock Options and SARs held by theParticipant or the Participant's permitted transferees, if any, immediatelyprior to the cessation of the Participant's Employment, to the extent thenexercisable, will remain exercisable for the lesser of (i) a period of threemonths or (ii) the period ending on the latest date on which such Stock Optionor SAR could have been exercised without regard to this Section 7(a)(4), andwill thereupon terminate; 
- all Stock Options and SARs held by a Participant or the Participant'spermitted transferees, if any, immediately prior to the Participant's death orDisability, to the extent then exercisable, will remain exercisable for thelesser of (i) the one year period ending with the first anniversary of theParticipant's death or Disability or (ii) the period ending on the latest dateon which such Stock Option or SAR could have been exercised without regard tothis Section 7(a)(4), and will thereupon terminate; and 
- all Stock Options and SARs held by a Participant or the Participant'spermitted transferees, if any, immediately prior to the cessation of theParticipant's Employment will immediately terminate upon such cessation if theAdministrator in its sole discretion determines that such cessation ofEmployment has resulted for reasons which cast such discredit on the Participantas to justify immediate termination of the Award. 
**Taxes
. The Administrator will make such provision for thewithholding 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 tenderpreviously owned shares of Stock in satisfaction of tax withholding requirements(but not in excess of the minimum withholding required by law). 
**Dividend Equivalents, Etc
.
 The Administrator may provide forthe payment of amounts in lieu of cash dividends or other cash distributionswith respect to Stock subject to an Award. Any entitlement to dividendequivalents or similar entitlements shall be established and administeredconsistent either with exemption from, or compliance with, the requirements ofSection 409A to the extent applicable. 
**Foreign Qualified Grants
. Awards under this Plan may begranted to officers and Employees of the Company and other persons described inSection 6 who reside in foreign jurisdictions as the Administrator may determinefrom time to time. The Administrator may adopt supplements to the Plan as neededto comply with the applicable laws of such foreign jurisdictions and to giveParticipants favorable treatment under such laws; 
provided
,
however
 that no award shall be granted under any such supplement on termsmore beneficial to such Participants than those permitted by this Plan. 
**Corporate Mergers, Acquisitions, Etc
. The Administrator maygrant Awards under this Plan having terms, conditions and provisions that varyfrom those specified in this Plan provided that such Awards are granted insubstitution for, or in connection with the assumption of, existing Awardsgranted or issued by another corporation and assumed or otherwise agreed to beprovided for by the Company pursuant to or by reason of a transaction involvinga corporate merger, consolidation, acquisition of property or stock,reorganization or liquidation to which the Company is a party. 
**Rights Limited
. Nothing in the Plan will be construed asgiving any person the right to continued employment or service with the Companyor its Affiliates, or any rights as a stockholder except as to shares of Stockactually issued under the Plan. The loss of existing or potential profit inAwards will not constitute an element of damages in the event of termination ofEmployment for any reason, even if the termination is in violation of anobligation of the Company or Affiliate to the Participant. 
**Section 162(m)
. This Section 7(a)(10) applies to anyPerformance Award intended to qualify as performance-based for the purposes ofSection 162(m) other than a Stock Option or SAR. In the case of any PerformanceAward to which this Section 7(a)(10) applies, the Plan and such Award will beconstrued to the maximum extent permitted by law in a manner consistent withqualifying the Award for such exception. With respect to such PerformanceAwards, the Administrator will preestablish, in writing, one or more specificPerformance Criteria no later than 90 days after the commencement of the periodof service to which the performance relates (or at such earlier time as isrequired to qualify the Award as performance-based under Section 162(m)). Priorto grant, vesting or payment of the Performance Award, as the case may be, theAdministrator will certify whether the applicable Performance Criteria have beenattained and such determination will be final and conclusive. No PerformanceAward to which this Section 7(a)(10) applies may be granted after the firstmeeting of the stockholders of the Company held in 2011 until the listedperformance measures set forth in the definition of "Performance Criteria" (asoriginally approved or as subsequently amended) have been resubmitted to andreapproved by the stockholders of the Company in accordance with therequirements of Section 162(m) of the Code, unless such grant is made contingentupon such approval.
**Awards Requiring Exercise 
- Time And Manner Of Exercise . Unless the Administrator expresslyprovides otherwise, an Award requiring exercise by the holder will not bedeemed to have been exercised until the Administrator receives a notice ofexercise (in form acceptable to the Administrator) signed by the appropriateperson and accompanied by any payment required under the Award. If the Award isexercised by any person other than the Participant, the Administrator mayrequire satisfactory evidence that the person exercising the Award has the rightto do so. Awards may be exercised in whole or in part. 
Exercise Price
. The exercise price (or the base value fromwhich appreciation is to be measured) of each Award requiring exercise shall be100% (in the case of an ISO granted to a ten-percent shareholder within themeaning of Section 422(b)(6) of the Code, 110%) of the fair market value of theStock subject to the Award, determined as of the date of grant, or such higheramount as the Administrator may determine in connection with the grant. Fairmarket value shall be determined by the Administrator consistent with therequirements of Section 422 and Section 409A. Without the affirmative vote ofholders of a majority of the shares of Stock cast in person or by proxy ata meeting of the stockholders of the Company at which a quorum representinga majority of all outstanding shares of Stock is present or represented byproxy, the Committee shall not approve a program providing for either (a) thecancellation of outstanding Awards requiring exercise and the grant insubstitution therefor of new Awards having a lower exercise price that has theeffect of a repricing or (b) the amendment of such Awards to reduce the exerciseprice 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 substitutionor assumption of an Award by reason of or pursuant to a corporate transaction,to the extent such substitution or assumption would not be treated as a grant ofa new stock right or a change in the form of payment for purposes of Section409A of the Code within the meaning of Prop. Treas. Reg. Section 1.409A-1(b)(5)(iii)(D)(3), Notice 2005-1, A-4(d) and any subsequent Section 409Aguidance. 
**Payment Of Exercise Price
. Where the exercise of an Award isto be accompanied by payment, the Administrator may determine the required orpermitted forms of payment, subject to the following: all payments will be bycash or check acceptable to the Administrator, or, if so permitted by theAdministrator and if legally permissible, (i) through the delivery of shares ofStock that have been outstanding for at least six months (unless theAdministrator approves a shorter period) and that have a fair market value equalto the exercise price, (ii) by delivery to the Company of a promissory note ofthe person exercising the Award, payable on such terms as are specified by theAdministrator, (iii) through a broker-assisted exercise program acceptable tothe Administrator, (iv) by other means acceptable to the Administrator, or (v)by any combination of the foregoing permissible forms of payment. The deliveryof shares in payment of the exercise price under clause (a)(i) above may beaccomplished either by actual delivery or by constructive delivery throughattestation of ownership, subject to such rules as the Administrator mayprescribe. 
**409A Exemption
. 
Except as the Administrator otherwisedetermines, no Award requiring exercise shall have deferral features, or shallbe administered in a manner, that would cause such Award to fail to qualify forexemption from Section 409A.
**Awards Not Requiring Exercise

Restricted Stock and Unrestricted Stock, whether delivered outrightor under Awards of Stock Units or other Awards that do not require exercise, maybe made in exchange for such lawful consideration, including services, as theAdministrator determines. Any Award resulting in a deferral of compensationsubject to Section 409A shall be construed to the maximum extent possible, asdetermined by the Administrator, consistent with the requirements of Section409A.
**EFFECT OF CERTAIN TRANSACTIONS 
Mergers, 
etc.
 Except as otherwise provided in an Award,the following provisions shall apply in the event of a Covered Transaction:
Assumption or Substitution
. If the Covered Transaction is onein which there is an acquiring or surviving entity, the Administrator mayprovide for the assumption of some or all outstanding Awards or for the grant ofnew awards in substitution therefor by the acquiror or survivor or an affiliateof the acquiror or survivor. 
**Cash-Out of Awards
. If the Covered Transaction is one in whichholders of Stock will receive upon consummation a payment (whether cash, non-cash or a combination of the foregoing), the Administrator may provide forpayment (a "cash-out"), with respect to some or all Awards, equal in the case ofeach affected Award to the excess, if any, of (A) the fair market value of oneshare 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 aggregateexercise or purchase price, if any, under the Award (in the case of an SAR, theaggregate base price above which appreciation is measured), in each case on suchpayment terms (which need not be the same as the terms of payment to holders ofStock) and other terms, and subject to such conditions, as the Administratordetermines.
Acceleration of Certain Awards
. If the CoveredTransaction (whether or not there is an acquiring or surviving entity) is one inwhich there is no assumption, substitution or cash-out, each Award requiringexercise will become fully exercisable, and the delivery of shares of Stockdeliverable under each outstanding Award of Stock Units (including RestrictedStock Units and Performance Awards to the extent consisting of Stock Units) willbe accelerated and such shares will be delivered, prior to the CoveredTransaction, in each case on a basis that gives the holder of the Award areasonable opportunity, as determined by the Administrator, following exerciseof the Award or the delivery of the shares, as the case may be, to participateas a stockholder in the Covered Transaction. 
**Termination of Awards Upon Consummation of CoveredTransaction
. Each Award (unless assumed pursuant to Section 8(a)(1)above), other than outstanding shares of Restricted Stock (which shall betreated in the same manner as other shares of Stock, subject to Section 8(a)(5)below), will terminate upon consummation of the Covered Transaction. 
**Additional Limitations
. Any share of Stock delivered pursuantto 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, asthe Administrator deems appropriate to reflect any performance or other vestingconditions to which the Award was subject. In the case of Restricted Stock, theAdministrator may require that any amounts delivered, exchanged or otherwisepaid in respect of such Stock in connection with the Covered Transaction beplaced in escrow or otherwise made subject to such restrictions as theAdministrator deems appropriate to carry out the intent of the Plan.
**Change in and Distributions With Respect to Stock 
- Basic Adjustment Provisions . In the event of a stock dividend, stocksplit or combination of shares (including a reverse stock split),recapitalization or other change in the Company's capital structure, theAdministrator will make appropriate adjustments to the maximum number of sharesspecified in Section 5(a) that may be delivered under the Plan and to themaximum share limits described in Section 5(c), and will also make appropriateadjustments to the number and kind of shares of stock or securities subject toAwards then outstanding or subsequently granted, any exercise prices relating toAwards and any other provision of Awards affected by such change. 
Certain Other Adjustments
. The Administrator may also makeadjustments of the type described in Section 8(b)(1) above to take into accountdistributions to stockholders other than those provided for in Section 8(a) and8(b)(1), or any other event, if the Administrator determines that adjustmentsare appropriate to avoid distortion in the operation of the Plan and to preservethe value of Awards made hereunder, having due regard for the qualification ofISOs under Section 422 of the Code, the performance-based compensation rules ofSection 162(m), and the requirements of Section 409A, where applicable. 
**Continuing Application of Plan Terms
. References in the Planto shares of Stock will be construed to include any stock or securitiesresulting from an adjustment pursuant to this Section 8.
**LEGAL CONDITIONS ON DELIVERY OF STOCK**
The Company will not be obligated to deliver any shares of Stock pursuantto the Plan or to remove any restriction from shares of Stock previouslydelivered under the Plan until: (i) the Company is satisfied that all legalmatters in connection with the issuance and delivery of such shares have beenaddressed and resolved; (ii) if the outstanding Stock is at the time of deliverylisted on any stock exchange or national market system, the shares to bedelivered have been listed or authorized to be listed on such exchange or systemupon official notice of issuance; and (iii) all conditions of the Award havebeen satisfied or waived. If the sale of Stock has not been registered under theSecurities Act of 1933, as amended, the Company may require, as a condition toexercise of the Award, such representations or agreements as counsel for theCompany may consider appropriate to avoid violation of such Act. The Company mayrequire that certificates evidencing Stock issued under the Plan bear anappropriate legend reflecting any restriction on transfer applicable to suchStock, and the Company may hold the certificates pending lapse of the applicablerestrictions. 
**AMENDMENT AND TERMINATION**
The Administrator may at any time or times amend the Plan or anyoutstanding Award for any purpose which may at the time be permitted by law, andmay at any time terminate the Plan as to any future grants of Awards;*provided*, that except as otherwise expressly provided in the Plan theAdministrator may not, without the Participant's consent, alter the terms of anAward so as to affect adversely the Participant's rights under the Award, unlessthe Administrator expressly reserved the right to do so at the time of theAward. Any amendments to the Plan shall be conditioned upon stockholder approvalonly to the extent, if any, such approval is required by law (including the Codeand applicable stock exchange requirements), as determined by theAdministrator.
**OTHER COMPENSATION ARRANGEMENTS**
The existence of the Plan or the grant of any Award will not in any wayaffect the Company's right to Award a person bonuses or other compensation inaddition to Awards under the Plan.
**MISCELLANEOUS 
Waiver of Jury Trial
. By accepting an Award under the Plan, eachParticipant waives any right to a trial by jury in any action, proceeding orcounterclaim concerning any rights under the Plan and any Award, or under anyamendment, waiver, consent, instrument, document or other agreement delivered orwhich in the future may be delivered in connection therewith, and agrees thatany such action, proceedings or counterclaim shall be tried before a court andnot before a jury. By accepting an Award under the Plan, each Participantcertifies that no officer, representative, or attorney of the Company hasrepresented, expressly or otherwise, that the Company would not, in the event ofany action, proceeding or counterclaim, seek to enforce the foregoing waivers.
**Limitation of Liability
.
 Notwithstanding anything to thecontrary in the Plan, neither the Company, any Affiliate, nor the Administrator,nor any person acting on behalf of the Company, any Affiliate, or theAdministrator, shall be liable to any Participant or to the estate orbeneficiary of any Participant or to any other holder of an Award by reason ofany acceleration of income, or any additional tax, asserted by reason of thefailure of an Award to satisfy the requirements of Section 422 or Section 409Aor by reason of Section 4999 of the Code; provided, that nothing in this Section12(b) shall limit the ability of the Administrator or the Company to provide byseparate express written agreement with a Participant for a gross-up payment orother payment in connection with any such tax or additional tax.
** 

EXHIBIT A

Definition of Terms

The following terms, when used in the Plan, will have the meaningsand be subject to the provisions set forth below:
**"Administrator": The Board, except that the Board may delegate (i) toone or more of its members such of its duties, powers and responsibilities as itmay determine; *provided*, that with respect to any delegation described inthis clause (i) only the Board may amend or terminate the Plan as provided inSection 10; (ii) to one or more officers of the Company the power to grantrights or options to the extent permitted by Section 157(c) of the DelawareGeneral Corporation Law; (iii) to one or more officers of the Company theauthority to allocate other Awards among such persons (other than officers ofthe Company) eligible to receive Awards under the Plan as such delegated officeror officers determine consistent with such delegation; *provided*, thatwith respect to any delegation described in this clause (iii) the Board (or aproperly delegated member or members of the Board) shall have authorized theissuance of a specified number of shares of Stock under such Awards and shallhave specified the consideration, if any, to be paid therefor; and (iv) to suchEmployees or other persons as it determines such ministerial tasks as it deemsappropriate. In the event of any delegation described in the preceding sentence,the term "Administrator" shall include the person or persons so delegated to theextent of such delegation. 
**"Affiliate": Any corporation or other entity owning, directly orindirectly, 50% or more of the outstanding Stock of the Company, or in which theCompany or any such corporation or other entity owns, directly or indirectly,50% of the outstanding capital stock (determined by aggregate voting rights) orother voting interests. However, for purposes of determining eligibility for thegrant of a Stock Option or SAR, the term "Affiliate" shall mean a personstanding in a relationship to the Company such that the Company and such personare treated as a single employer under Section 414(b) and Section 414(c) of theCode, in accordance with the definition of "service recipient" under Section409A 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) thatare convertible into or otherwise based on Stock. 
**"Board": The Board of Directors of the Company.
**"Cash Award": An Award denominated in cash.
**"Code": The U.S. Internal Revenue Code of 1986 as from time to timeamended and in effect, or any successor statute as from time to time ineffect.
**"Company": Microvision, Inc.
**"Covered Transaction": Any of (i) a consolidation, merger, or similartransaction or series of related transactions, including a sale or otherdisposition of stock, in which the Company is not the surviving corporation orwhich results in the acquisition of all or substantially all of the Company'sthen outstanding common stock by a single person or entity or by a group ofpersons and/or entities acting in concert, (ii) a sale or transfer of all orsubstantially all the Company's assets, or (iii) a dissolution orliquidation of the Company.****Where a Covered Transaction involves a tenderoffer that is reasonably expected to be followed by a merger described in clause(i) (as determined by the Administrator), the Covered Transaction shall bedeemed to have occurred upon consummation of the tender offer.
**"Disability": The total and permanent disability of any Participant,as determined by the Administrator in its sole discretion. Without limiting thegenerality of the foregoing, the Administrator may, but is not required to, relyon a determination of disability by the Company's long term disability carrieror the Social Security Administration.
**"Employee": Any person who is employed by the Company or anAffiliate.
**"Employment": A Participant's employment or other service relationshipwith the Company and its Affiliates. Employment will be deemed to continue,unless the Administrator expressly provides otherwise, so long as theParticipant is employed by, or otherwise is providing services in a capacitydescribed in Section 6 to the Company or its Affiliates. If a Participant'semployment or other service relationship is with an Affiliate and that entityceases to be an Affiliate, the Participant's Employment will be deemed to haveterminated when the entity ceases to be an Affiliate unless the Participanttransfers Employment to the Company or its remaining Affiliates.
**"ISO": A Stock Option intended to be an "incentive stock option"within the meaning of Section 422 of the Code. Each option granted pursuant tothe 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 expresslydesignated as an ISO. 
**"Participant": A person who is granted an Award under the Plan.
**"Performance Award": An Award subject to Performance Criteria. TheCommittee in its discretion may grant Performance Awards that are intended toqualify for the performance-based compensation exception under Section 162(m)and Performance Awards that are not intended so to qualify.
**"Performance Criteria": Specified criteria, other than the merecontinuation of Employment or the mere passage of time, the satisfaction ofwhich is a condition for the grant, exercisability, vesting or full enjoyment ofan Award. For purposes of Awards that are intended to qualify for theperformance-based compensation exception under Section 162(m), a PerformanceCriterion will mean an objectively determinable measure of performance relatingto any or any combination of the following (measured either absolutely or byreference to an index or indices and determined either on a consolidated basisor, as the context permits, on a divisional, subsidiary, line of business,project or geographical basis or in combinations thereof): sales; revenues;assets; expenses; earnings before or after deduction for all or any portion ofinterest, taxes, depreciation, or amortization, whether or not on a continuingoperations or an aggregate or per share basis; return on equity, investment,capital or assets; one or more operating ratios; borrowing levels, leverageratios or credit rating; market share; capital expenditures; cash flow; stockprice; stockholder return; sales of particular products or services; customeracquisition or retention; acquisitions and divestitures (in whole or in part);joint ventures and strategic alliances; spin-offs, split-ups and the like;reorganizations; or recapitalizations, restructurings, financings (issuance ofdebt or equity) or refinancings. A Performance Criterion and any targets withrespect thereto determined by the Administrator need not be based upon anincrease, a positive or improved result or avoidance of loss. To the extentconsistent with the requirements for satisfying the performance-basedcompensation exception under Section 162(m), the Administrator may providein the case of any Award intended to qualify for such exception that one or moreof the Performance Criteria applicable to such Award will be adjusted in anobjectively determinable manner to reflect events (for example, but withoutlimitation, acquisitions or dispositions) occurring during the performanceperiod that affect the applicable Performance Criterion or Criteria.
**"Plan": The Microvision, Inc. 2006 Incentive Plan, as amended, as fromtime to time amended and in effect.
**"Restricted Stock": Stock subject to restrictions requiring that it beredelivered or offered for sale to the Company if specified conditions are notsatisfied.
**"Restricted Stock Unit": A Stock Unit that is, or as to which thedelivery of Stock or cash in lieu of Stock is, subject to the satisfaction ofspecified performance or other vesting conditions.
**"Section 162(m)": Section 162(m) of the Code.
**"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 fairmarket value of the shares of Stock subject to the right over the fair marketvalue 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 ofStock upon payment of the exercise price.
**"Stock Unit": An unfunded and unsecured promise, denominated in sharesof Stock, to deliver Stock or cash measured by the value of Stock in thefuture.
**"Unrestricted Stock": Stock not subject to any restrictions under theterms of the Award**.**************************************************************************************************