BIOJECT





California Office:

26212 Dimension Drive, Ste 260
Lake Forest, CA 92630
949-273-8643

Oregon Office:

7180 SW Sandburg Street, Ste 100
Tigard, Oregon 97223
503-692-8001

Customer Service:

800-683-7221 ext 4122

Compensation Committee Charter

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The Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board") of Bioject Medical Technologies Inc. (the "Company").

ARTICLE I
MEMBERSHIP


The Committee shall consist of three or more directors. A person may serve on the Committee only if the Board determines that he or she is "independent" in accordance with Nasdaq listing standards.

ARTICLE II
PURPOSES


The purposes of the Committee are to discharge the responsibilities of the Board relating to compensation of the Company's Chief Executive Officer ("CEO") and other executive officers, to produce an annual report on executive compensation for inclusion in the Company's annual proxy statement that complies with the rules and regulations of the Securities and Exchange Commission, Nasdaq and any other applicable rules and regulations and to oversee and advise the Board on the adoption of policies that govern the Company's compensation programs.

ARTICLE III
DUTIES AND RESPONSIBILITIES


The Committee is responsible for establishing annual and long-term performance goals and objectives for the Company's CEO and executive officers. This responsibility includes:

 

  • evaluating the performance of the CEO and executive officers in light of the approved performance goals and objectives;
  • setting the compensation of the CEO and executive officers based upon the evaluation of the performance of the CEO and the executive officers, respectively;
  • making recommendations to the Board with respect to new cash-based incentive compensation plans and equity-based compensation plans; and
  • preparing an annual performance self-evaluation of the Committee.

In addition, the Committee:

  • administers the 1992 Stock Incentive Plan;
  • grants options and awards under the 1992 Stock Incentive Plan;
  • advises on the setting of compensation for senior executives whose compensation is not otherwise set by the Committee; and
  • monitors compliance by officers with our program of required stock ownership.

In determining the long-term incentive component of the CEO and executive officers, the Committee may consider the Company's performance and relative shareholder return and the value of similar incentive awards to CEOs and executive officers at comparable companies.

ARTICLE IV
AUTHORITY


The Committee will have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel, experts and consultants, as it deems appropriate. Communications between the Committee and legal counsel in the course of obtaining legal advice will be considered privileged communications of the Company and the Committee will take all necessary steps to preserve the privileged nature of those communications.

ARTICLE V
MEETINGS AND OPERATIONS


The Committee shall meet at least four times each year and at such other times as it deems necessary to fulfill its responsibilities. The Committee will cause to be kept adequate minutes of all of its proceedings, and will report its actions to the next meeting of the Board. Committee members will be furnished with copies of the minutes of each meeting and any action taken by unanimous consent. The Committee is governed by the same rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, notice, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized to adopt its own rules of procedure not inconsistent with any provision of this Charter, any provision of the Bylaws of the Company, or the laws of the state of Oregon.

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