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EXHIBIT 10.6  




  
      BIOJECT MEDICAL TECHNOLOGIES INC.
  RESTATED 1992 STOCK INCENTIVE PLAN         



    As Amended as of March 9, 2000 


    1.  Purpose.  The purpose of this Restated 1992 Stock Incentive Plan (the "Plan") is to enable Bioject
Medical Technologies Inc., an Oregon corporation (the "Company"), to attract and retain the services of (a) selected employees, officers and directors of the Company or of any parent or
subsidiary corporation of the Company, and (b) selected nonemployee agents, consultants, advisers and independent contractors of the Company or any parent or subsidiary. 


    2.  Shares Subject to the Plan.  Subject to adjustment as provided below and in paragraph 11, up
to 1,050,000 shares of Common Stock of the Company (the "Shares") shall be offered and issued under the Plan. No more than 900,000 of such Shares offered and issued under the Plan may be offered and
issued pursuant to (a) grants of Incentive Stock Options as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code") and (b) grants to directors or
officers of the Company. If an option or a stock appreciation right granted under the Plan expires, terminates or is cancelled, the unissued Shares subject to such option or stock appreciation right
shall again be available under the Plan. If Shares sold or awarded as a bonus under the Plan are forfeited to the Company or repurchased by the Company, the number of Shares forfeited or repurchased
shall again be available under the Plan. 


    3.  Effective Date and Duration of Plan.  


    (a)  Effective Date.  The Plan shall become effective when adopted by the Board of Directors of the
Company (the "Board"). However, no option granted under the Plan shall become exercisable until the Plan is approved by the affirmative vote of the holders of a majority of the Common Stock of the
Company represented at a shareholder meeting at which a quorum is present, and any such awards under the Plan prior to such approval shall be conditioned on and subject to such approval. Subject to
this limitation, options and stock appreciation rights may be granted and Shares may be awarded as bonuses or sold under the Plan at any time after the effective date and before termination of the
Plan. 


    (b)  Duration.  No options or stock appreciation rights may be granted under the Plan, no stock bonuses
may be awarded under the Plan, and no Shares may be sold pursuant to paragraph 8 of the Plan on or after July 29, 2002. However, the Plan shall continue in effect until all Shares
available for issuance under the Plan have been issued and all restrictions on such Shares have lapsed. The Board may suspend or terminate the Plan at any time, except with respect to options, stock
appreciation rights and Shares subject to restrictions then outstanding under the Plan. Termination shall not affect any outstanding options, stock appreciation rights, any right of the Company to
repurchase Shares or the forfeitability of Shares issued under the Plan. 


    4.  Administration.  


    (a)  The Plan shall be administered by a committee appointed by the Board consisting of not less than two directors (the
"Committee"). The Committee shall determine and designate from time to time the individuals to whom awards shall be made, the amount of the awards, and the other terms and conditions of the awards;  provided, however,
 that only the Board may amend or terminate the Plan as provided in paragraphs 3 and 14. At any time when the officers and directors
of the Company are subject to Section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Committee shall consist solely of "non-employee" directors as such term
is defined from time to time in SEC Rule 16b-3(b)(3)(i) or successor rule. No member of the Committee shall be eligible to receive any award under the Plan while such person
serves as a Committee member, except pursuant to paragraph 10. 


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    (b)  Subject to the provisions of the Plan, the Committee may from time to time adopt and amend rules and regulations
relating to administration of the Plan, advance the lapse of any waiting period, accelerate any vesting or exercise date, waive or modify any restriction applicable to Shares (except those
restrictions imposed by law) and make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The interpretation and construction of the
provisions of the Plan and related agreements by the Committee shall be final and conclusive. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or
in any related agreement in the manner and to the extent it shall deem expedient to carry the Plan into effect, and it shall be the sole and final judge of such expediency. 


    5.  Types of Awards; Eligibility.  The Committee may, from time to time, take the following actions under
the Plan: (i) grant Incentive Stock Options, as provided in paragraph 6(b); (ii) grant options other than Incentive Stock Options ("Nonstatutory Stock Options") as provided in
paragraph 6(c); (iii) award stock bonuses as provided in paragraph 7; (iv) sell Shares as provided in paragraph 8; and (v) grant stock appreciation rights as
provided in paragraph 9. Any such awards may be made to employees (including employees who are officers or directors) of the Company or of any parent or subsidiary corporation of the Company,
and to other individuals described in paragraph 1 who the Committee believes have made or will make an important contribution to the Company or its parent or subsidiaries;  provided, however, that
only employees of the Company or a parent or subsidiary shall be eligible to receive Incentive Stock Options under the Plan,
and, provided further, that directors who are not employees shall receive awards only pursuant to paragraph 10. The Committee shall select the
individuals to whom awards shall be made and shall specify the action taken with respect to each individual to whom an award is made under the Plan. At the discretion of the Committee, an individual
may be given an election to surrender an award in exchange for the grant of a new award. 


    6.  Option Grants  


    (a)  Grant.  Each option granted under the Plan shall be evidenced by a stock option agreement in such
form as the Committee shall prescribe from time to time in accordance with the Plan. With respect to each option grant, the Committee shall determine the number of Shares subject to the option, the
option price, the period of the option, and the time or times at which the option may be exercised and whether the option is an Incentive Stock Option or a Nonstatutory Stock Option. 


    (b)  Incentive Stock Options.  Incentive Stock Options granted under the Plan shall be subject to the
following terms and conditions: 




     (i) No
employee may be granted Incentive Stock Options under the Plan such that the aggregate fair market value, on the date of grant, of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by that employee during any calendar year under the Plan and under any other incentive stock option plan (within the meaning of
Section 422 of the Code) of the Company or of any parent or subsidiary corporation of the Company exceeds $100,000. 


    (ii) An
Incentive Stock Option may be granted under the Plan to an employee possessing more than 10 percent of the total combined voting power of all classes of
stock of the Company or of any parent or subsidiary corporation of the Company only if the option price is at least 110 percent of the fair market value, as described in
paragraph 6(b)(iv), of the Shares subject to the option on the date it is granted, and the option by its terms is not exercisable more than five years from the date of grant. 



    (iii) Subject
to paragraphs 6(b)(ii) and 6(d), Incentive Stock Options granted under the Plan shall continue in effect for the period fixed by the Committee,
except that no Incentive Stock Option shall be exercisable more than 10 years from the date of grant. 




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    (iv) The option price per Share shall be determined by the Committee at the time of grant. Subject to paragraph 6(b)(ii), the option price shall not be less than
100 percent of the fair market value of the Shares covered by the Incentive Stock Option at the date the option is granted. The fair market value shall be deemed to be the average of the
closing bid and asked prices for the Common Stock of the Company as reported on the National Association of Securities Dealers, Inc. Automated Quotation System on the day preceding the day the
option is granted, or if there has been no sale on that date, on the last preceding date on which a sale occurred, or such other reported value of the Common Stock of the Company as shall be specified
by the Committee. 


    (v) The
Committee may at any time without the consent of the optionee convert an Incentive Stock Option into a Nonstatutory Stock Option. 





    (c)  Nonstatutory Stock Options.  Nonstatutory Stock Options shall be subject to the following additional
terms and conditions: 




     (i) The
option price for Nonstatutory Stock Options shall be determined by the Committee at the time of grant. The option price may not be less than 75 percent
of the fair market value of the Shares covered by the Nonstatutory Stock Option on the date of grant. The fair market value of the Shares covered by a Nonstatutory Stock Option shall be determined
pursuant to paragraph 6(b)(iv). 


    (ii) Nonstatutory
Stock Options granted under the Plan shall continue in effect for the period fixed by the Committee. 





    (d)  Exercise of Options.  Except as provided in paragraphs 6(e) and (f) or as determined by the
Committee, no option granted under the Plan may be exercised unless at the time of such exercise the optionee is employed by or in the service of the Company or any parent or subsidiary corporation of
the Company and shall have been so employed or have provided such service continuously since the date such option was granted. Absence on leave or on account of illness or disability under rules
established by the Committee shall not, however, be deemed an interruption of employment for purposes of the Plan. Unless otherwise determined by the Committee, vesting of options shall not continue
during an absence on leave (including an extended illness) or on account of disability. Except as provided in paragraphs 6(f), 11 and 12, options granted under the Plan may vest and be exercised from
time to time over the period stated in each option in such amounts and at such times as shall be prescribed by the Committee, provided that options
shall not be exercised for fractional shares. Unless otherwise determined by the Committee, if the optionee does not exercise an option in any one year with respect to the full number of Shares to
which the optionee is entitled in that year, the optionee's rights shall be cumulative and the optionee may purchase those Shares in any subsequent year during the term of the option. 


    (e)  Restrictions on Transfer.  Each option granted under the Plan by its terms shall be nonassignable
and nontransferable by the optionee, either voluntarily or by operation of law, except by will or by the laws of descent and distribution of the state or country of the optionee's domicile at the time
of death, and each option by its terms shall be exercisable during the optionee's lifetime only by the optionee; provided, however, that, with the
consent of the Committee, which consent may be withheld in its sole discretion or conditioned on such requirements as the Committee shall deem appropriate, an officer or director of the Company who is
subject to Section 16(b) of the Exchange Act may assign or transfer without consideration all or any portion of a Nonstatutory Stock Option granted under the Plan to such officer's or
director's spouse (or former spouse) pursuant to a qualified domestic relations order. The holder of any Nonstatutory Stock Option that has been transferred pursuant to this paragraph 6(e) may
be subject to treatment under tax and securities laws with respect to the transferred option which differs from the treatment to which the applicable officer or director was subject with respect to
the option prior to the transfer. 


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    (f)  Termination of Employment or Service.  




     (i) In
the event the employment or service of the optionee by the Company or a parent or subsidiary corporation of the Company terminates for any reason other than
because of death or physical disability, the option may be exercised at any time prior to the expiration date of the option or the expiration of three months (one year in the case of officers and two
years in the case of directors)after the date of such termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of such
termination. 


    (ii) In
the event of the termination of the optionee's employment or service with the Company or a parent or subsidiary corporation of the Company because the optionee
becomes disabled (within the meaning of Section 22(e)(3) of the Code), the option may be exercised at any time prior to the expiration date of the option or the expiration of one year after the
date of such termination, whichever is the shorter period, but only if and to the extent the optionee was entitled to exercise the option at the date of such termination. 



    (iii) In
the event of the death of an optionee while employed by or providing service to the Company or a parent or subsidiary corporation of the Company, the option
may be exercised at any time prior to the expiration date of the option or the expiration of one year after the date of such death, whichever is the shorter period, but only if and to the extent the
optionee was entitled to exercise the option on the date of death, and only by the person or persons to whom such optionee's rights under the option shall pass by the optionee's will or by the laws of
descent and distribution of the state or country of domicile at the time of death. 


    (iv) The
Committee, at the time of grant or at any time thereafter, may extend the three-month and one-year expiration periods any length of time not later
than the original expiration date of the option, and may increase the portion of an option that is exercisable, subject to such terms and conditions as the Committee may determine. 


    (v) To
the extent that the option of any deceased optionee or of any optionee whose employment or service terminates is not exercised within the applicable period, all
further rights to purchase Shares pursuant to such option shall cease and terminate. 





    (g)  Purchase of Shares.  Unless the Committee determines otherwise, Shares may be acquired pursuant to
an option only upon receipt by the Company of notice in writing from the optionee of the optionee's intention to exercise, specifying the number of Shares as to which the optionee desires to exercise
the option and the date on which the optionee desires to complete the transaction, and, if required to comply with the Securities Act of 1933, as amended, or state securities laws, the notice shall
include a representation that it is the optionee's present intention to acquire the Shares for investment and not with a view to distribution. The certificates representing the Shares shall bear any
legends required by the Committee. Unless the Committee determines otherwise, on or before the date specified for completion of the purchase of Shares pursuant to an option, the optionee must have
paid the Company the full purchase price of such Shares in cash (including, with the consent of the Committee, cash that may be the proceeds of a loan from the Company), or, with the consent of the
Committee, in whole or in part, in Shares valued at fair market value, as determined pursuant to paragraph 6(b)(iv). Unless the Committee determines otherwise, all payments made to the Company
in connection with the exercise of an option must be made by a certified or cashier's bank check or by the transfer of immediately available federal funds. No Shares shall be issued until full payment
therefor has been made. With the
consent of the Committee, an optionee may request the Company to apply automatically the Shares to be received upon the exercise of a portion of a stock option (even though stock certificates have not
yet been issued) to satisfy the purchase price for additional portions of the option. Each optionee who has exercised an option shall immediately upon notification of the amount due, if any, pay to
the Company in cash amounts necessary to satisfy any applicable federal, state and local tax withholding requirements. If additional withholding is or becomes required beyond any amount deposited
before delivery of the certificates, the optionee shall pay such 


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amount to the Company on demand. If the optionee fails to pay the amount demanded, the Company or any parent or subsidiary corporation of the Company may withhold that amount from other amounts
payable to the optionee by the Company or the parent or subsidiary corporation, including salary, subject to applicable law. With the consent of the Committee, an optionee may deliver Shares to the
Company to satisfy the withholding obligation. 


    7.  Stock Bonuses.  The Committee may award Shares under the Plan as stock bonuses. Shares awarded as a
stock bonus shall be subject to such terms, conditions, and restrictions as shall be determined by the Committee, all of which shall be evidenced in a writing signed by the recipient prior to
receiving the bonus Shares. The Committee may not require the recipient to pay any monetary consideration other than amounts necessary to satisfy tax withholding requirements. The certificates
representing the Shares awarded shall bear any legends required by the Committee. The Company may require any recipient of a stock bonus to pay to the Company in cash upon demand amounts necessary to
satisfy any applicable federal, state or local tax withholding requirements. If the recipient fails to pay the amount demanded, the Company or any parent or subsidiary corporation of the Company may
withhold that amount from other amounts payable to the recipient by the Company or the parent or subsidiary corporation, including salary, subject to applicable law. With the consent of the Committee,
a recipient may deliver Shares to the Company to satisfy the withholding obligation. 


    8.  Stock Sales.  The Committee may issue Shares under the Plan for such consideration (including
promissory notes and services) as determined by the Committee, provided that in no event shall the consideration be less than 75 percent of the
fair market value of the Shares at the time of issuance, determined pursuant to paragraph 6(b)(iv). Shares issued under this paragraph 8 shall be subject to the terms, conditions and
restrictions determined by the Committee. The restrictions may include restrictions concerning transferability, repurchase by the Company and forfeiture of the Shares issued, together with such other
restrictions as may be determined by the Committee. The certificates representing the Shares shall bear any legends required by the Committee. The Company may require any purchaser of stock issued
under this paragraph 8 to pay to the Company in cash upon demand amounts necessary to satisfy any applicable federal, state or local tax withholding requirements. If the purchaser fails to pay
the amount demanded, the Company or any parent or subsidiary corporation of the Company may withhold that amount from other amounts payable to the purchaser by the Company or any parent or
subsidiary corporation, including salary, subject to applicable law. With the consent of the Committee, a purchaser may deliver Shares to the Company to satisfy the withholding obligation. 


    9.  Stock Appreciation Rights.  


    (a)  Grant.  Stock appreciation rights may be granted under the Plan by the Committee, subject to such
rules, terms, and conditions as the Committee prescribes. 


    (b)  Exercise.  




     (i) A
stock appreciation right shall be exercisable only at the time or times established by the Committee. If a stock appreciation right is granted in connection with
an option, the stock appreciation right shall be exercisable only to the extent and on the same conditions that the related option could be exercised. Upon exercise of a stock appreciation right, any
option or portion thereof to which the stock appreciation right relates terminates. If a stock appreciation right is granted in connection with an option, upon exercise of the option, the stock
appreciation right or portion thereof to which the option relates terminates. 


    (ii) The
Committee may withdraw any stock appreciation right granted under the Plan at any time and may impose any conditions upon the exercise of a stock appreciation
right or adopt rules and regulations from time to time affecting the rights of holders of stock appreciation rights. Such rules and regulations may govern the right to exercise stock appreciation
rights granted 




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before adoption or amendment of such rules and regulations as well as stock appreciation rights granted thereafter. 



    (iii) Each
stock appreciation right shall entitle the holder, upon exercise, to receive from the Company in exchange therefor an amount equal in value to the excess of
the fair market value on the date of exercise of one Share over its fair market value on the date of grant (or, in the case of a stock appreciation right granted in connection with an option, the
option price per Share under the option to which the stock appreciation right relates), multiplied by the number of Shares covered by the stock appreciation right or the option, or portion thereof,
that is surrendered. No stock appreciation right
shall be exercisable at a time that the amount determined under this subparagraph is negative. Payment by the Company upon exercise of a stock appreciation right may be made in Shares valued at fair
market value, in cash, or partly in Shares and partly in cash, all as determined by the Committee. 


    (iv) For
purposes of this paragraph 9, the fair market value of the Shares shall be determined pursuant to paragraph 6(b)(iv), on the trading day
preceding the date the stock appreciation right is exercised. 


    (v) No
fractional Shares shall be issued upon exercise of a stock appreciation right. In lieu thereof, cash may be paid in an amount equal to the value of the fraction
or, if the Committee shall determine, the number of Shares may be rounded downward to the next whole Share. 


    (vi) Each
participant who has exercised a stock appreciation right shall, upon notification of the amount due, pay to the Company in cash amounts necessary to satisfy
any applicable federal, state or local tax withholding requirements. If the participant fails to pay the amount demanded, the Company or any parent or subsidiary corporation of the Company may
withhold that amount from other amounts payable to the participant by the Company or any parent or subsidiary corporation, including salary, subject to applicable law. With the consent of the
Committee, a participant may satisfy this obligation, in whole or in part, by having the Company withhold from any Shares to be issued upon the exercise that number of Shares that would satisfy the
withholding amount due or by delivering Shares to the Company to satisfy the withholding amount. 



   (vii) Upon
the exercise of a stock appreciation right for Shares, the number of Shares reserved for issuance under the Plan shall be reduced by the number of Shares
issued. Cash payments of stock appreciation rights shall not reduce the number of Shares reserved for issuance under the Plan. 





    10.  Option Grants to Non-Employee Directors.  


    (a)  Automatic Grants.  Immediately after the close of each annual shareholder meeting (commencing with
the 1993 annual meeting), each person then serving as a Non-Employee Director, including any such person who is elected at such meeting, shall automatically be granted a Nonstatutory Stock
Option to purchase 3,500 Shares. For purposes of this paragraph, a "Non-Employee Director" is a director of the Company who is not an employee of the Company or of any parent or subsidiary
corporation of the Company on the date the option is granted. 


    (b)  Terms of Options.  The exercise price for options granted under this paragraph 10 shall be
the fair market value of the Shares on the date of grant, determined pursuant to paragraph 6(b)(iv). Each such option shall have an eight-year term from the date of grant, unless
earlier terminated as provided in paragraph 6(f), and shall vest and become exercisable with respect to 1,750 shares six months after the date of grant, with the remaining 1,750 shares vesting
and becoming exercisable on the first anniversary of the date of grant. 


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    11.  Changes in Capital Structure.  If the outstanding shares of Common Stock of the Company are
hereafter increased or decreased or changed into or exchanged for a different number or kind of shares or other securities of the Company or of another corporation by reason of any recapitalization,
reclassification, stock split, combination of shares or dividend payable in shares, the Committee shall make appropriate adjustments (i) in the number and kind of shares available for awards
under the Plan; and (ii) in the number and kind of shares as to which outstanding options and stock appreciation rights, or portions thereof then unexercised, shall be exercisable, so that the
participant's proportionate interest before and after the occurrence of the event is maintained, provided that this paragraph 11 shall not apply
with respect to transactions referred to in paragraph 12. The Committee may also require that any securities issued in respect of or exchanged for Shares issued hereunder that are subject to
restrictions be subject to similar restrictions. Notwithstanding the foregoing, the Committee shall have no obligation to effect any adjustment that would or might result in the issuance of fractional
shares, and any fractional shares resulting from any adjustment may be disregarded or provided for in any manner determined by the Committee. Any such adjustment made by the Committee shall be
conclusive. 


    12.  Effect of Reorganization or Liquidation.  


    (a)  Cash, Stock or Other Property for Stock.  Except as provided in paragraph 12(b), upon a
merger, consolidation, reorganization, plan of exchange or liquidation involving the Company, as a result of which the shareholders of the Company receive cash, stock or other property in exchange for
or in connection with their Common Stock (any such transaction to be referred to in this paragraph 12 as an "Accelerating Event"), any option or stock appreciation right granted hereunder shall
terminate, but the optionee shall have the right during a 30-day period immediately prior to any such Accelerating Event to exercise his or her option or stock appreciation right, in whole
or in part, without any limitation with respect to vesting or exercisability 


    (b)  Stock for Stock.  If the shareholders of the Company receive capital stock of another corporation
("Exchange Stock") in exchange for their Common Stock in any transaction involving a merger, consolidation, reorganization, or plan of exchange, all options granted hereunder shall be converted into
options to purchase shares of Exchange Stock and all stock appreciation rights granted hereunder shall be converted into stock appreciation rights measured by the Exchange Stock, unless the Committee,
in its sole discretion, determines that any or all such options or stock appreciation rights granted hereunder shall not be converted, but instead shall terminate in accordance with the provisions of
paragraph 12(a). The amount and price of converted options and stock appreciation rights shall be determined by adjusting the amount and price of the options or stock appreciation rights
granted hereunder to take into account the relative values of the Exchange Stock and the Common Stock in the transaction. 


    (c) The
rights set forth in this paragraph 12 shall be transferable only to the extent the related option or stock appreciation right is transferable. 


    13.  Corporate Mergers, Acquisitions, Etc.  The Committee may also grant options, grant stock
appreciation rights, award stock bonuses and sell stock under the Plan having terms, conditions and provisions that vary from those specified in the Plan;  provided that any such awards are granted in
substitution for, or in connection with the assumption of, existing options, stock appreciation rights,
stock bonuses and stock sold or awarded 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, separation, reorganization or liquidation to which the Company or a parent or subsidiary corporation of the Company is a party. 



    14.  Amendment of Plan.  The Board may at any time, and from time to time, modify or amend the Plan in
such respects as it shall deem advisable because of changes in the law while the Plan is in effect or for any other reason. Except as provided in paragraphs 6(b)(v), 11, 12 and 13, however, no change
in an award already granted shall be made without the written consent of the holder of such award. 


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    15.  Approvals.  The obligations of the Company under the Plan are subject to the approval of state and
federal authorities or agencies with jurisdiction in the matter. The Company shall not be obligated to issue or deliver Shares under the Plan if such issuance or delivery would violate applicable
state or federal securities laws, or if compliance with such laws would, in the opinion of the Company, be unduly burdensome or require the disclosure of information which would not be in the
Company's best interests. 


    16.  Employment and Service Rights.  Nothing in the Plan or any award pursuant to the Plan shall
(i) confer upon any employee any right to be continued in the employment of the Company or any parent or subsidiary corporation of the Company or shall interfere in any way with the right of
the Company or any parent or subsidiary corporation of the Company by whom such employee is employed to terminate such employee's employment at any time, for any reason, with or without cause, or to
increase or decrease such employee's compensation or benefits; or (ii) confer upon any person engaged by the Company or any parent or subsidiary corporation of the Company any right to be
retained or employed by the Company or the parent or subsidiary or to the continuation, extension, renewal, or modification of any compensation, contract, or arrangement with or by the Company or the
parent or subsidiary. 


    17.  Rights as a Shareholder.  The recipient of any award under the Plan shall have no rights as a
shareholder with respect to any Shares until the date of issue to the recipient of a stock certificate for such Shares. Except as otherwise expressly provided in the Plan, no adjustment shall be made
for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 


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BIOJECT MEDICAL TECHNOLOGIES INC. RESTATED 1992 STOCK INCENTIVE PLAN