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): November 18, 2004

ROCHESTER MEDICAL CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	0-18933	41-1613227
(State or other jurisdiction of incorporation)	(Commission file number)	(I.R.S. Employer Identification No.)

One Rochester Medical Drive, Stewartville, MN 55976

(Address of principal executive offices)

Registrant’s telephone number, including area code: (507) 533-9600

Not Applicable

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

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

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

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

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

TABLE OF CONTENTS

	Item 1.01. Entry into a Material Definitive Agreement.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBIT INDEX
Fiscal 2005 Executive Compensation Plan

Item 1.01. Entry into a Material Definitive Agreement.

     On November 18, 2004, the Compensation Committee of the Board of Directors of Rochester Medical Corporation (the “Company”) approved a cash bonus management incentive plan for the fiscal year ending September 30, 2005 (the “Plan”). The Company’s management personnel will be entitled to earn bonus incentive compensation under the Plan based upon the Company’s financial performance in fiscal 2005, including the Company’s net sales and operating income. A copy of the Plan is filed as Exhibit 10.1 to, and incorporated by reference in, this report.

Item 9.01. Financial Statements and Exhibits.

     (c)   Exhibits.

     10.1       Fiscal 2005 Executive Compensation Plan

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: November 24, 2004

ROCHESTER MEDICAL CORPORATION
By:	/s/ David A. Jonas
	David A. Jonas
	Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Fiscal 2005 Executive Compensation Plan

EX-10.1

Exhibit 10.1

Rochester Medical Corporation
Fiscal 2005 Executive Compensation Plan

(adopted by the Compensation Committee of the Board of Directors on November 18, 2004)

MANAGEMENT INCENTIVE PLAN (BONUS)

Eligibility

• All Executive Officers and Director level management personnel will be eligible to participate.

• Recommended participation rates have been set by the President, and are based upon the respective position level and function of each executive. In all cases, participation rates are well within competitive incentive compensation ranges.

Fiscal 2005

	Bonus Participation									Weighted Performance
	(% of Base Salary)									Criteria
	Minimum			Target			Maximum						Operating
Participant	Payout			Payout			Payout			Sales			Income
Conway, Jim		0	%		35	%		52.5	%		50	%		50	%
Conway, Philip		0	%		25	%		37.5	%		50	%		50	%
Horner, Dara Lynn		0	%		25	%		37.5	%		50	%		50	%
Jonas, David		0	%		25	%		37.5	%		50	%		25	%
Sholtis, Martin		0	%		25	%		37.5	%		75	%		50	%
Anglin, Robert		0	%		20	%		30	%		50	%		50	%

• The sales and operating income performance targets shall be set and approved annually by the Compensation Committee.

Bonus Calculation and Payout

The President will evaluate actual results from the respective areas of responsibility for each executive against financial targets. This evaluation will result in a recommended payout level as a percentage of the annual incentive target. Performance levels and recommended payouts will be reviewed and approved by the Compensation Committee prior to disbursement.