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 7, 2011

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)	(IRS Employer Identification No.)

One Rochester Medical Drive, Stewartville, MN 55976

(Address of principal executive offices, including zip code)

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):

¨ 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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On December 7, 2011, 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, 2012 (the “Plan”). The Company’s executive management personnel will be entitled to earn bonus incentive compensation under the Plan based upon the Company’s financial performance in fiscal 2012, including the achievement of sales and operating income objectives. Such measures are deemed by the Board of Directors to be important measures of, among other things, the Company’s ability to generate value for shareholders. Minimum, target and maximum payout levels are set based upon the extent to which the specified performance measures are attained. 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.

(d) Exhibits.

10.1 Fiscal 2012 Management Incentive 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: December 9, 2011

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

EXHIBIT INDEX

Exhibit No.	Description
10.1	Fiscal 2012 Management Incentive Plan

EX-10.1

Exhibit 10.1

Rochester Medical Corporation

Fiscal 2012 Management Incentive Plan

(adopted by the Compensation Committee of the Board of Directors on December 7, 2011)

EXECUTIVE MANAGEMENT INCENTIVE PLAN (BONUS)

Eligibility

• All Executive Officers 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.

• Participation rates for incentive bonuses are expressed as a percentage of base salary.

Fiscal 2012

		September 30,			September 30,			September 30,			September 30,			September 30,
	Bonus Participation (% of Base Salary)									Weighted Performance Criteria
Participant	Minimum Payout			Target Payout			Maximum Payout			Sales			Operating Income
Anthony Conway		0	%		60	%		90	%		50	%		50	%
David Jonas		0	%		50	%		75	%		50	%		50	%
Martyn Sholtis		0	%		50	%		75	%		75	%		25	%
Philip Conway		0	%		50	%		75	%		50	%		50	%
James Carper		0	%		50	%		75	%		75	%		25	%
Robert Anglin		0	%		40	%		60	%		50	%		50	%

• Both weighted performance criteria (sales and operating income) have minimum requirements and maximum levels of payout. The range of accomplishment for each performance criteria is 0%-150%, with 100% being at target. The sales and operating income performance targets are approved by the Compensation Committee. The performance target for sales for 100% achievement is based on the approved fiscal 2012 sales budget, with the minimum requirement set at sales equivalent to fiscal 2011 results, and the maximum payout earned at sales equivalent to 125% of the incremental sales growth dollar target over fiscal 2011 results as set forth in the fiscal 2012 sales budget. The performance target for operating income for 100% achievement is based on the approved budgeted operating income for fiscal 2012, with the minimum requirement set at operating income budgeted at the minimum sales target for fiscal 2012, and the maximum payout earned at operating income budgeted at the maximum sales target for fiscal 2012.

Bonus Calculation and Payout

The CFO will calculate actual results from the respective areas of responsibility for each executive against financial targets. All targets will be calculated exclusive of exchange rate gains or losses. This calculation will result in a payout level as a percentage of the annual incentive target. Performance levels will be reviewed by the CEO, and any deviations from the approved plan must be approved by the Compensation Committee prior to disbursement.