EXHIBIT 10.2
March 8, 2007
BETWEEN:
BIOJECT MEDICAL TECHNOLOGIES
INC.
AND:
A BIOJECT EMPLOYEE
RESTRICTED STOCK
UNIT GRANT AGREEMENT
RS-XXX
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 8th day of March 2007 (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:
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BIOJECT MEDICAL TECHNOLOGIES
INC.
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20245 SW 95 th Ave
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Tualatin, Oregon 97062
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(“Company”)
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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 50,000 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% (25,000 shares) of the
Restricted Stock Units vest on the first anniversary of the grant
date.
50% (25,000 shares) of the
Restricted Stock Units vest on the second anniversary of the grant
date.
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
(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
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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
