8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2008

BIOJECT MEDICAL TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 000-15360

Oregon	93-1099680
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
20245 SW 95th Avenue Tualatin, Oregon	97062
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (503) 692-8001

Former name or former address if changed since last report: No Change

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 31, 2008, Bioject Medical Technologies Inc. (the “Company”) entered into an Amendment to Employment Agreement with Dr. Richard Stout, its Executive Vice President and Chief Medical Officer. The primary effect of the amendment is to delay the payment of Dr. Stout’s severance if necessary to comply with Section 409A of the Internal Revenue Code and to provide that severance payments will be made on regularly scheduled payroll dates. The amendment is filed as Exhibit 10.1 hereto.

Also on December 31, 2008, the Company entered into a Second Amendment to Standard Employment Agreement with Ms. Christine Farrell, its Vice President of Finance. The primary effect of the amendment is to provide for severance benefits and accelerated vesting if her employment is terminated for Good Reason (as defined in the amendment). Her prior agreement provided for severance and accelerated vesting only if she was terminated without cause. The amendment is filed as Exhibit 10.2 hereto.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are filed herewith and this list is intended to constitute the exhibit index:

10.1	Amendment to Employment Agreement, dated December 31, 2008, between Bioject Medical Technologies Inc. and Dr. Richard Stout.
10.2	Second Amendment to Standard Employment Agreement, dated December 31, 2008, between Bioject Medical Technologies Inc. and Ms. Christine Farrell.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 5, 2009	BIOJECT MEDICAL TECHNOLOGIES INC. (Registrant)
	/s/ CHRISTINE M. FARRELL
	Christine M. Farrell Vice President of Finance (Principal Financial and Accounting Officer)

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EX-10.1

EXHIBIT 10.1

AMENDMENT

TO

EMPLOYMENT AGREEMENT

This Amendment to Employment Agreement (this “Amendment”) is dated December 31, 2008 (the “Effective Date”) and is made to by and between Bioject Inc. (“Bioject”) and Bioject Medical Technologies Inc. (“BMT”) (Bioject and BMT shall be collectively referred to herein as the “Company”), and Richard Stout, an individual (“Executive”) (together the “Parties”).

RECITALS

WHEREAS, the Parties entered into an Employment Agreement on or about October 15, 2004 (the “Original Agreement”); and

WHEREAS, the Parties now want to amend the Employment Agreement.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Revised Section 6(b). Section 6(b) of the Original Agreement is hereby amended and restated to read in its entirety as follows:

“(b) Severance Pay. The Company will pay Executive as severance pay, an amount equal to one (1) year of Executive’s annual base pay at the rate in effect immediately prior to the date of termination (hereafter “Additional Pay”) from which payment usual and customary withholdings and deductions will be subtracted. The Company shall pay such Additional Pay on dates generally coinciding with its regular payroll schedule. All other compensation and benefits shall cease on Executive’s termination date except as provided in the Agreement. Payment of such Additional Pay shall be subject to the following:

(1) Subject to (2) and (3), payment will commence on the next regularly scheduled Company payday.

(2) Payment is contingent on delivery of the general release described in (a)(i) above within 60 days after Executive’s separation from service and commencement of severance pay will be postponed not more than 60 days pending receipt of the release.

(3) If, at the time of separation from service, Executive is a “key employee” as defined in Section 416(i) of the Code, without regard to Section 416(i)(5) of the Code, payment shall not commence until the first Company payday that is more than six months after Executive’s separation from

service. The Company may determine that Executive is a key employee in the event of doubt or to avoid impractical efforts or expense to make an exact determination, and Executive shall have no claim, rights or remedy if the determination is not correct.

(4) If any payment is delayed under (2) or (3), the delayed payments shall be aggregated and paid in a single sum, without adjustment for time value of money, on the first payday that payments commence.”

2. Revise Section 9(a). Section 9(a) of the Original Agreement is hereby amended and restated, to read in its entirety as follows:

“(a) The Company’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets and the Company shall cause any such successor to expressly assume in writing the obligations hereunder as a condition precedent to becoming such a successor. For all purposes under this Agreement, the term “Company” shall include any successor to the Company’s business and/or assets which becomes bound by this Agreement.”

3. Section 409A Compliance. The Original Agreement is amended to comply with Section 409A of the Internal Revenue Code (“Code”) and shall be effective for payments after December 31, 2008. The Agreement is intended to comply with Section 409A of the Code and shall be interpreted in accordance with Section 409A.

4. No Other Amendments. Except as set forth in Sections 1 - 3, the terms of the Original Agreement are unchanged and remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

BIOJECT INC.
By:	/s/ Ralph Makar
Name:	Ralph Makar
Title:	President and Chief Executive Officer
BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/ Ralph Makar
Name:	Ralph Makar
Title:	President and Chief Executive Officer
/s/ Richard Stout
Richard Stout

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EX-10.2

EXHIBIT 10.2

AMENDMENT

TO

STANDARD EMPLOYMENT AGREEMENT

This Second Amendment to the Standard Employment Agreement (this “Amendment”) is dated December 31, 2008 (the “Effective Date”) and is made to by and between Bioject Inc. (“BI”) and Bioject Medical Technologies Inc. (“BMT”) (BI and BMT shall be collectively referred to herein as “Bioject”), and Christine Farrell, an individual (“Employee”) (together the “Parties”).

RECITALS

WHEREAS, the Parties entered into a Standard Employment Agreement on or about January 24, 1997 (the “Original Agreement”), as amended by the First Amendment to Standard Employment Agreement dated November 8, 2004 (the “First Amendment”); and

WHEREAS, the Parties now want to amend the Employment Agreement to make clear that Bioject’s obligations under the Original Agreement, as amended by the First Amendment, are binding on any successor of Bioject.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, and in consideration of the mutual covenants and conditions herein set forth, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. New Section 11. A new Section 11 is hereby added to the Original Agreement, to read in its entirety as follows:

“11. Successors.

(a) Bioject’s Successors. This Agreement shall be binding upon any successor (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of Bioject’s business and/or assets and Bioject shall cause any such successor to expressly assume in writing the obligations hereunder as a condition precedent to becoming such a successor. For all purposes under this Agreement, the term “Bioject” shall include any successor to Bioject’s business and/or assets which becomes bound by this Agreement.

(b) Employee’s Successors. This Agreement and all rights of Employee hereunder shall inure to the benefit of, and be enforceable by, Employee’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.”

2. No Other Amendments. Except as set forth in Section 1, the terms of the Original Agreement, as amended by the First Amendment, are unchanged and remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed as of the day and year first above written.

BIOJECT INC.
By:	/s/ Ralph Makar
Name:	Ralph Makar
Title:	President and Chief Executive Officer
BIOJECT MEDICAL TECHNOLOGIES INC.
By:	/s/ Ralph Makar
Name:	Ralph Makar
Title:	President and Chief Executive Officer
/s/ Christine Farrell
Christine Farrell

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