EXHIBIT 10.1


December
7, 2006






BETWEEN:


BIOJECT MEDICAL TECHNOLOGIES INC.


AND:






A BIOJECT EMPLOYEE


RESTRICTED STOCK

UNIT GRANT AGREEMENT


RS-XXXX
















BIOJECT RESTRICTED STOCK UNIT GRANT AGREEMENT

AND NOTICE OF GRANT


This
BIOJECT RESTRICTED STOCK UNIT GRANT AGREEMENT AND NOTICE OF GRANT (this “Agreement”)
is made as of the 7th day of December, 2006 (the “Effective Date”).  Capitalized
Terms used in this Agreement, if not otherwise defined, have the meanings given
them in the Restated 1992 Stock Incentive Plan, as amended September 13,
2001 and March 13, 2003 (the “Plan”).


BETWEEN:


	
   

  	
  BIOJECT MEDICAL TECHNOLOGIES INC.

  	
   

  	
   

  
	
   

  	
  20245 SW 95th Ave

  	
   

  	
   

  
	
   

  	
  Tualatin, Oregon
  97062

  	
   

  	
  (“Company”)

  



 


AND:


WHEREAS, the
Committee has selected the Participant to receive a Restricted Stock Unit Award
pursuant to the Plan; and


WHEREAS, the
Restricted Stock Unit Award provided in this Agreement is offered in
consideration for the Participant’s service with the Company, and the
Participant is willing to abide by the obligations imposed under this
Agreement;


NOW, THEREFORE, in
consideration of the mutual benefits hereinafter provided, and each intending
to be legally bound, the Company and the Participant hereby agree as follows:


1.             Grant Of Restricted Stock Units; Acceptance.


(a)           Subject
to the restrictions, terms and conditions of the Plan and this Agreement, the
Company hereby awards to the Participant (30,000) Restricted Stock Units (the “Award”),
with each unit representing the right to receive one share of the Company’s
Common Stock.


(b)           The
grant of Restricted Stock Units shall be null and void unless the Participant
shall accept this Agreement by executing it in the space provided below and
returning it to the Company.


2.             Delivery of Certificates Representing Stock Units.


(a)           The Company
shall hold the Restricted Stock Units in book-entry form.  Subject to Section 6 and unless deferred by
the Participant, thirty (30) days following the vesting of the Restricted Stock
Units pursuant to Section 3 or thirty (30) days after the termination of the
Participant’s employment by the Company for any reason (each such date, the “Issuance
Date”), the Company shall issue to the Participant a stock certificate
representing a number of shares of Common Stock equal to the number of vested
Restricted Stock Units credited to Participant under this Agreement; provided, however, that
in the event of a Change in Control Event and regardless of whether the
Participant’s employment by the Company has terminated, the Issuance Date shall
be within 10 days of the occurrence of the Change in Control.  The Company shall not be required to issue
fractional shares of Common Stock upon settlement of the Award.


(b)           The
Participant shall have no direct or secured claim in any specific assets of the
Company or the shares of Common Stock to be issued on the Issuance Date and
will have the status of a general unsecured creditor of the Company.



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3.             Vesting and Forfeiture.


(a)           Vesting Schedule-Award.  Subject
to the limitations contained herein, the Restricted Stock Units shall vest as
follows:


50% unconditional ( Shares);


·      the exercise price of the
restricted stock units shall be the closing price of the Company’s common stock
on December 7, 2006, the date of grant;


·      the options shall become
exercisable at the following rate based on the Vesting
Reference Date (December 7, 2006) for each restricted stock unit set
forth in the table above:


·      one-third of the shares on
the first anniversary of the Vesting Reference Date;


·      an additional one-third of
the shares on the second anniversary of the Vesting Reference Date; and


·      the remaining one-third on
the third anniversary of the Vesting Reference Date; and


50% based upon Company performance criteria ( Shares);


·      per
Company defined performance measures


·      the restricted stock units
shall become exercisable at the following rate based on the Performance Vesting Date (December 31, 2007) for each restricted
stock unit set forth in the table above:


·      one-third of the shares on
the first anniversary of the Performance Vesting Date;


·      an additional one-third of
the shares on the second anniversary of the Performance Vesting Date; and


·      the remaining one-third on
the third anniversary of the Performance Vesting Date; and


Any Restricted Stock Units that do not vest for any
reason, for example, a service date is not reached or a performance level is
not reached, will be forfeited to the Company and will again be available for
issuance under the Plan.


(b)           Vesting Schedule-Change in Control Units.


In the event there is a Change in Control Event as
defined in IRS Notice 2005-1 or any successor regulation, the Award shall
be deemed earned and 100% vested on the effective date of the Change in Control
Event.


A “Change in Control
Event” is defined for purposes of this Agreement as any of the following
events:


(i)            The approval by the
shareholders of the Company of:


(A)          any consolidation,
merger or plan of share exchange involving the Company (a “Merger”) as a result
of which the holders of outstanding securities of the Company ordinarily having
the right to vote for the election of directors (“Voting Securities”)
immediately prior to the Merger do not continue to hold at least 50% of the
combined voting power of the outstanding Voting Securities of the surviving or
continuing corporation immediately after the Merger, disregarding any Voting
Securities issued or retained by such holders in respect of securities of any
other party to the Merger;


(B)           any sale, lease,
exchange or other transfer (in one transaction or a series of related
transactions) of all, or substantially all, the assets of the Company; or



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(C)           the adoption of any
plan or proposal for the liquidation or dissolution of the Company; or


(ii)           Any “person” or “group”
(within the meaning of Sections 13(d) and 14(d)(2) of the Securities Exchange
Act of 1934, as amended (the “Act”)) shall, as a result of a tender or exchange
offer, open market purchases or privately negotiated purchases from anyone
other than the Company, have become the beneficial owner (within the meaning of
Rule 13d-3 under the Act), directly or indirectly, of Voting Securities
representing fifty percent (50%) or more of the combined voting power of the
then outstanding Voting Securities.


(c)           Forfeiture.  As of the Effective
Date, all of the Restricted Stock Units are subject to forfeiture to the
Company, without compensation, upon termination of the Participant’s Continuous
Service with the Company for any reason or no reason, with or without
cause.  Restricted Stock Units that have
not yet vested and are subject to forfeiture without compensation are referred
to in this Agreement as “Unvested Units.” 
Restricted Stock Units that have vested and are no longer subject to
forfeiture without compensation (but remain subject to the other terms of this
Agreement) are referred to in this Agreement as “Vested Units.”  Notwithstanding anything in this Agreement to
the contrary, no Restricted Stock Units will become Vested Units after the
effective date of termination of the Participant’s Continuous Service with the
Company (the “Termination Date”).  There
shall be no proportionate or partial vesting in the periods prior to the
applicable vesting dates and all vesting shall occur only on the appropriate
vesting date.


(d)           Termination and Termination Date.  In case of any dispute as
to whether the Participant is terminated, the Committee shall have sole
discretion to determine whether the Participant has been terminated and the
Termination Date.


(e)           Adjustments.  If there is any change made in the Common
Stock, without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by
the Company) occurring after the Effective Date, as described in the Plan, then
an adjustment shall be made to this Award so that on the Issuance Date, the
Participant shall receive such securities, cash and/or other property as would
have been received had the Participant held a number of shares of Common Stock
equal to the number of Restricted Stock Units held by the Participant pursuant
to this Award immediately prior to such change or distribution, and such an
adjustment shall be made successively each time any such change shall occur.


4.             Restrictions on Transfers.


(a)           Restriction on Transfer.  Participant shall not
sell, assign, transfer, pledge, hypothecate, or otherwise encumber or dispose
of the Restricted Stock Units that are subject to forfeiture pursuant to
Section 3 until the restrictions on such Restricted Stock Units have lapsed or
been removed.  Notwithstanding the foregoing,
the Participant may transfer Restricted Stock Units (i) by will or the laws or
descent and distribution or (ii) pursuant to beneficiary designation procedures
approved by the Company.


(b)           Transferee Obligations.  Each person (other than
the Company) to whom the Restricted Stock Units are transferred, as a condition
precedent to the validity of such transfer, shall acknowledge in writing to the
Company that such person is bound by the provisions of this Agreement to the
same extent such Restricted Stock Units would be so subject if retained by the
Participant.


5.             Rights as
Shareholder.  This grant of
Restricted Stock Units does not confer upon the Participant any rights as a
shareholder of the Company (including, without limitation, voting and dividend 



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rights) unless and only to the extent shares of Common
Stock are issued on the Issuance Date.  The Company shall
credit the Participant with a number of Restricted Stock Units whose underlying
shares of Common Stock have a Fair Market Value equal to the dividend paid on
each share of Common Stock, multiplied by the total number of restricted stock
units subject to the Award described in this Agreement. Restricted Stock Units
issued in respect of dividend equivalents shall be subject to the same rules
and restrictions as Units originally subject to the Award.


6.             Withholding Taxes.


(a)           Withholding
Tax Payment Obligations.  As a
condition precedent to the delivery to the Participant of any shares of Common
Stock subject to the Award, the Participant shall, upon request by the Company,
pay to the Company such amount of cash as the Company may be required, under
all applicable federal, state, local or other laws or regulations, to withhold
and pay over as income or other withholding taxes (the “Required Tax Payments”)
with respect to the Award.  If the
Participant shall fail to advance the Required Tax Payments after request by
the Company, the Company may, in its discretion, deduct any Required Tax
Payments from any amount then or thereafter payable by the Company to the
Participant.


(b)           Method of Payment. 
The Participant may elect to satisfy the obligation to advance the
Required Tax Payments by any of the following means: (1) a cash payment to the
Company pursuant to Section 6(a), (2) delivery (either actual delivery or by
attestation procedures established by the Company) to the Company of previously
owned whole shares of Common Stock (which the Participant has good title, free
and clear of all liens and encumbrances) having a fair market value, determined
as of the date the obligation to withhold or pay taxes first arises in
connection with the Award (the “Tax Date”), equal to the Required Tax Payments,
(3) authorizing the Company to withhold from the shares of Common Stock
otherwise to be delivered to the Participant pursuant to the Award, a number of
whole shares of Common Stock having a fair market value, determined as of the
Tax Date, equal to the Required Tax Payments, (4) a cash payment by a
broker-dealer acceptable to the Company through whom the Participant has sold
the shares with respect to which the Required Tax Payments have arisen, except
as prohibited by Section 402 of the Sarbanes-Oxley Act of 2002 or (5) any
combination of (1), (2) and (3).  The
Committee shall have sole discretion to disapprove of an election pursuant to
any of clauses (2)-(5).  Shares of Common
Stock to be delivered or withheld may not have a fair market value in excess of
the minimum amount of the Required Tax Payments.  Any fraction of a share of Common Stock that
would be required to satisfy such an obligation shall be disregarded and the
remaining amount due shall be paid in cash by the Participant.  No certificate representing a share of Common
Stock shall be delivered until the Required Tax Payments have been satisfied in
full.


7.             Compliance with Laws and Regulations.  The issuance and transfer of the
Shares will be subject to and conditioned upon compliance by the Company and
Participant with all applicable state and federal laws and regulations and with
all applicable requirements of any Exchange on which the Company’s Common Stock
may be listed at the time of such issuance or transfer.


8.             Successors and Assigns.  The Company may assign any of its
rights under this Agreement.  This
Agreement shall be binding upon and inure to the benefit of the successors and
assigns of the Company.  Subject to the restrictions on
transfer herein set forth, this Agreement will be binding upon Participant and
Participant’s heirs, executors, administrators, successors and assigns.


9.             No Right to Employment.  Nothing
contained in this Agreement shall confer upon the Participant any right with
respect to the continuation of the Participant’s office or employment nor shall
anything contained in this Agreement interfere in any way with the right of the
Company to adjust Participant’s compensation from the level in existence at the
time of the grant hereof.  Nothing
contained in this Agreement shall interfere in any way with the right of the
Company or the Participant to terminate Participant’s employment with the
Company.



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10.           Laws Applicable to Construction.  The interpretation, performance
and enforcement of this Agreement shall be governed by the laws of the State of
Oregon. The parties agree that the forum for resolution of any dispute arising
out of, or relating to, the Agreement shall be by arbitration in Multnomah
County, Oregon in accordance with the provisions of the Arbitration Services of
Portland, Inc.  The prevailing party will
be entitled to recover from the other party an amount determined reasonable as
attorney fees.


11.           Notices.  Any
notice to be given under the terms of this Agreement shall be addressed to the
Company in care of its President or Secretary at its office in Portland,
Oregon, and any notice to be given to the Participant shall be addressed to the
Participant at the address given on the first page of this Agreement, or at
such other address as either party may hereafter designate in writing to the
other.  Any such notice shall have been
duly given when enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited (postage and registry or certification
fee prepaid) in a post office branch regularly maintained by the Government of
the jurisdiction in which the notice is mailed.


12.           Further Instruments.  The parties agree to execute such
further instruments and to take such further action as may be reasonably
necessary to carry out the purposes and intent of this Agreement.


13.           Headings.  The
captions and headings of this Agreement are included for ease of reference only
and will be disregarded in interpreting or construing this Agreement.  All references herein to Sections
will refer to Sections of this Agreement.


14.           Agreement Subject to Plan.  The Award and this Agreement are subject to all the provisions of the Plan, the
provisions of which are hereby made a part of this Agreement, and are further
subject to all interpretations, amendments, rules and regulations which may
from time to time be promulgated and adopted pursuant to the Plan.  In the event of any conflict between the
provisions of this Agreement and those of the Plan, the provisions of the Plan
shall control.  Participant, by
execution hereof, acknowledges receipt of the Plan and any interpretations, amendments, rules and regulations
adopted pursuant to the Plan as they currently exist and acceptance of the
terms and conditions of the Plan, such interpretations,
amendments, rules and regulations and of this Agreement.


IN
WITNESS WHEREOF, the Company has caused this Agreement to be executed in
duplicate by its duly authorized representative and Participant has executed
this Agreement in duplicate, as of the Execution Date.


	
  BIOJECT MEDICAL TECHNOLOGIES INC.

  
	
   

  
	
  By:

  	
   

  	
   

  
	
  Christine M.
  Farrell

  
	
  Vice President
  of Finance

  
	
   

  
	
  PARTICIPANT

  
	
   

  
	
   

  	
   

  



 



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