DATE BETWEEN:

EXHIBIT 10.3.1

DATE

BETWEEN:

BIOJECT MEDICAL TECHNOLOGIES INC.

AND:

EMPLOYEE NAME

A BIOJECT EMPLOYEE

STOCK OPTION AGREEMENT

SO-XXXX

BIOJECT EMPLOYEE

STOCK OPTION AGREEMENT

THIS BIOJECT EMPLOYEE STOCK OPTION AGREEMENT is made as of the _______ day of ________________.

BETWEEN:

AND:

WHEREAS the Board of Directors and the shareholders of BMT have adopted BMT’s 1992 Stock Incentive Plan (the “Plan”) to attract and retain the services of selected employees, officers and directors of BMT and its subsidiaries (collectively the “Company”);

WHEREAS, outside of the Plan, but on terms and conditions identical to an option grant made pursuant to the Plan, BMT desires to grant to the Optionee an option to purchase shares of BMT’s Common Stock, without par value, in the amount indicated below (the “Option”);

WHEREAS, the Optionee is an employee of the Company, and BMT desires to advance its interests by affording the Optionee an opportunity to purchase shares in its capital stock as hereinafter provided; and

WHEREAS, the Option is being granted pursuant to the Executive Employment Agreement of even date herewith between the Optionee and BMT (the “Employment Agreement”);

NOW THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties hereto agree as follows:

(a) Optionee acknowledges his/her understanding that this Option is granted as an incentive for the satisfactory future performance by the Optionee of his/her assigned responsibilities and duties.

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Accordingly, the Option granted hereby shall become vested and exercisable according to the following schedule: XXX shares on _____, XX, 20XX; XXX shares on _____, XX, 20XX; and XXX shares on _____, XX, 20XX.

Any Options 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.

In the event the Optionee ceases to be a full-time employee of the Company, any unvested portion of the Option will be deemed terminated effective on the last date of employment. Vesting will accelerate, and the Option shall be deemed earned and 100% vested, upon the occurrence of any of the following events:

(a) The approval by the shareholders of BMT of:

(1) any consolidation, merger or plan of share exchange involving BMT (a “Merger”) as a result of which the holders of outstanding securities of BMT 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;

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

(3) the adoption of any plan or proposal for the liquidation or dissolution of BMT; or

(b) 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 BMT, 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.

(a) Except as provided in the Employment Agreement, if the Optionee ceases to be an employee of the Company for any reason other than his/her death or disability, the Optionee may exercise the Option in whole or in part at any time prior to the Expiration Date or the expiration of three months after such termination, whichever shall first occur, but only if and to the extent the Optionee was entitled to exercise the Option at the date of such termination.

(b) In the event the Optionee’s employment with the Company terminates because the Optionee becomes disabled (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986), the Option granted herein may be exercised by the Optionee at any time prior to the Expiration Date or the

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expiration of one year after the date of such termination, whichever first occurs, but only if and to the extent the Optionee was entitled to exercise the Option at the date of such termination.

(c) If the Optionee dies while employed by the Company, the Option granted herein may be exercised at any time prior to the Expiration Date or the expiration of one year after the date of death, whichever first occurs, 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 the 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.

(d) To the extent that all or any portion of the Option is not exercised within the applicable period provided for in this paragraph 5, all further rights to purchase shares pursuant to the Option shall cease and terminate.

(a) Cash, Stock, or Other Property for Stock. Except as provided in subparagraph (b), below, upon a merger, consolidation, reorganization, plan of exchange or liquidation involving BMT, as a result of which

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the shareholders of BMT 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 as an “Accelerating Event”), the Option shall terminate, except as specified below, but the Optionee shall have the right during a 30-day period immediately prior to any such Accelerating Event (but following notice to Optionee), to exercise the Option in whole or in part, without any limitation on exercisability if full vesting occurs pursuant to the Employment Agreement.

(b) Stock for Stock. If the shareholders of BMT 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, the Option shall be converted into an option to purchase shares of Exchange Stock, unless the Committee, in its sole discretion, determines that the Option shall not be converted, but instead shall terminate in accordance with the provisions of subparagraph (a) hereof. The amount and price of the converted option shall be determined by adjusting the amount and price of this Option to take into account the relative values of the Exchange Stock and the Common Stock in the transaction.

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IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate.

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