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 23, 2008

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)	(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:

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))

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

(e) On December 23, 2008, 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, 2009 (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 2009, including the achievement of sales and gross margin 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 2009 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 24, 2008

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

EXHIBIT INDEX

Exhibit No.	Description
10.1	Fiscal 2009 Management Incentive Plan

EX-10.1

Exhibit 10.1

Rochester Medical Corporation
Fiscal 2009 Management Incentive Plan

(adopted by the Compensation Committee of the Board of Directors on December 23, 2008)

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 2009

	Bonus Participation			Weighted Performance
	(% of Base Salary)			Criteria
	Minimum	Target	Maximum		Gross
Participant	Payout	Payout	Payout	Sales	Margin
Anthony Conway	0%	50%	75%	50%	50%
David Jonas	0%	40%	60%	50%	50%
Martyn Sholtis	0%	40%	60%	75%	25%
Philip Conway	0%	40%	60%	50%	50%
James Carper	0%	35%	52.5%	75%	25%
Robert Anglin	0%	35%	52.5%	50%	50%

• Both weighted performance criteria (sales and gross margin) 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 gross margin performance targets are approved by the Compensation Committee. The performance target for sales for 100% achievement is based on the approved fiscal 2009 sales budget, with the minimum requirement set at sales equivalent to fiscal 2008 results, and the maximum payout earned at two times the fiscal 2009 sales budget. The performance target for gross margin for 100% achievement is based on budgeted fiscal 2009 gross margin percentage, with the minimum requirement set at 4% below the budgeted fiscal 2009 gross margin percentage, and the maximum payout earned at 4% above the budgeted fiscal 2009 gross margin percentage.

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.