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 16, 2005

Rochester Medical Corporation
__________________________________________
(Exact name of registrant as specified in its charter)

Minnesota	0-18933	41-1613227
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
One Rochester Medical Drive, Stewartville, Minnesota		55976
_________________________________ (Address of principal executive offices)		___________ (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:

[  ]  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 1.01 Entry into a Material Definitive Agreement.

On November 16, 2005, 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, 2006 (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 2006, 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.

10.1 Fiscal 2006 Executive Compensation Plan

SIGNATURES

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.

	Rochester Medical Corporation
December 9, 2005	By:	/s/ David A. Jonas
		Name: David A. Jonas
		Title: Chief Financial Officer

Exhibit Index

Exhibit No.	Description
10.1	Fiscal 2006 Executive Compensation Plan

EX-10.1

Exhibit 10.1

Rochester Medical Corporation
Fiscal 2006 Executive Compensation Plan

(adopted by the Compensation Committee of the Board of Directors on November 16, 2005)

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 2006

	Bonus Participation									Weighted Performance Criteria
	(% of Base Salary)
				Target			Maximum
Participant	Minimum Payout			Payout			Payout			Sales			Operating Income
Conway, Jim	0%			35%			52.5%			50%			50%
Conway, Philip		0	%		25	%		37.5	%		*			*
Horner, Dara Lynn		0	%		25	%		37.5	%		75	%		25	%
Jonas, David		0	%		25	%		37.5	%		50	%		50	%
Sholtis, Martyn		0	%		25	%		37.5	%		85	%		15	%
Anglin, Robert		0	%		20	%		30	%		50	%		50	%

     
* Rather than sales and operating income, performance criteria based on measurable production goals related to productivity, scrap reduction and intermittent cost reduction.

• 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.