**Exhibit 10.10****INCENTIVE STOCK OPTION AGREEMENT**     THIS AGREEMENT, made and entered into effective this                      day of                                          ,                                          by and betweenROCHESTER MEDICAL CORPORATION, a Minnesota corporation (hereinafter referred to as the“Corporation”) and                                                              a resident of                                                              (hereinafter referred to as the “Employee”).     WHEREAS, the Corporation considers it desirable and in its best interests that the Employee begiven an inducement to acquire a proprietary interest in the Corporation and an added incentive toadvance the interests of the Corporation, by possessing an option to purchase common shares of theCorporation, in accordance with Rochester Medical Corporation 2001 Stock Option Plan (as adopted,amended and currently in effect, the “Plan”).     NOW THEREFORE, in consideration of the premises and of the mutual promises and considerationprovided herein, the parties agree as follows:     1. Definitions. Words and phrases not otherwise defined herein shall have themeanings ascribed to them, respectively, in the Plan.     2. Grant of Option. The Corporation grants to Employee an Option (the “Option”) topurchase                                          common shares of the Corporation at a purchase price of                                         per share, in the manner and subject to the conditions providedherein and in the Plan. TheOption hereby granted shall be an ISO as provided in the Plan.     3. Time of Exercise of Option. The Option granted hereunder shall vest and becomeexercisable by Employee in increments of                     shares first commencing on                                          and thereafter annually,and unless earlier terminated in accordance with the provisions of this agreement, the Option shallexpire at midnight on                                          as illustrated by the following table:   Number of Shares   From - To First Exercisable  Cumulative Total     No provision of this Agreement to the contrary withstanding, neither the Option nor any rightclaimed thereby or hereby, therein or herein or thereunder or hereunder shall be exercisable byanyone on or after                                         .     With respect to common shares that are purchasable for the first time during any calendaryear, the Employee may only exercise the Option to purchase that number of common shares that havean aggregate fair market value (as of the date first above written) which is less than or equal to$100,000. The Employee may exercise the Option with respect to common shares valued in
 

 
excess of $100,000 in any calendar year to the extent the right to exercise the Option to purchasesuch shares has accumulated over a period in excess of one year.     4. Method of Exercise. The Option shall be exercised by written notice to the Boardof the Corporation, or the Committee if such exists, at the Corporation’s principal place ofbusiness. The notice shall be accompanied by payment of the option price for the shares beingpurchased in cash or by cashier’s check or certified check or, in the sole discretion of the Board,or the Committee if such exists, by such other form of payment as is permitted under the Plan. Thenotice shall also be accompanied by any document reasonably required by the Corporation to beexecuted by Employee, acknowledging the applicable restrictions on the transfer of the commonshares being purchased as set forth under Section 8 of this Agreement. The Corporation shall makeprompt delivery of a certificate or certificates representing such common shares, provided that ifany law or regulation requires the Corporation to take any action with respect to the common sharesspecified in such notice before the issuance thereof, then the date of delivery of such commonshares shall be extended for the period necessary to take such action. The Option must beexercised with respect to at least 500 of the common shares, unless only a lesser number of thecommon shares are then exercisable, in which case it must be exercised with respect to all of suchlesser number.     5. Termination of Option. Except as herein otherwise provided, the Option grantedunder this Agreement, to the extent not heretofore exercised, shall terminate upon the first tooccur of the following events:a. The expiration of three months after the date on which Employee’s employment bythe Corporation is terminated, except if such termination be by reason of permanentand total disability or death;b. The expiration of twelve months after the date on which Employee’s employment bythe Corporation is terminated, if such termination be by reason of the Employee’spermanent and total disability or death;c. The expiration of twelve months from the date of Employee’s death shouldEmployee die within three months of termination of employment by the Corporation;d. The termination of Employee’s employment by the Corporation for either (i)Employee’s material breach of any agreement with the Corporation or (ii) Employee’sdeliberate, willful or gross misconduct in the performance or Employee’s duties onbehalf of the Corporation; ore.                                        , 20                    .
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     6. Reclassification, Consolidation or Merger.     6.1 If and to the extent that the number of issued common shares of the Corporation shall beincreased or reduced by change in par value, split up, reverse split, reclassification,distribution of a dividend payable in stock, or the like, the number of common shares subject tothe Option and the option price per share shall be proportionately adjusted in accordance with thePlan.     6.2 If the Corporation is reorganized or consolidated or merged with another corporation, theEmployee shall be entitled to receive an option (the “New Option”) covering common shares of suchreorganized, consolidated or merged company in the same proportion, at an equivalent price, andsubject to the same conditions as the Option. For purposes of the preceding sentence, the excessof the fair market value of the common shares subject to the Option immediately after thereorganization, consolidation or merger over the aggregate option price of such common shares shallnot be more than the excess of the aggregate fair market value of all common shares subject to theOption immediately before such reorganization, consolidation or merger over the aggregate optionprice of such common shares, and the New Option or assumption of the Option shall not give theEmployee additional benefits which she does not have under this Option, or deprive her of benefitswhich she has under this Option.     7. Change In Control. Notwithstanding Section 3 above, the vesting of this Optionshall be accelerated, and this Option may be exercised as to all shares of Common Stock remainingsubject to this Option, on the date of (i) a public announcement (which, for purposes of thisdefinition, shall include, without limitation, a report filed pursuant to Section 13(d) of theSecurities Exchange Act of 1934, as amended (“Exchange Act”)) is made by the Company or any Personthat such Person beneficially owns more than 50% of the Common Stock outstanding, (ii) the Companyconsummates a merger, consolidation or statutory share exchange with any other Person in which thesurviving entity would not have as its directors at least 60% of the Continuing Directors and wouldnot have at least 60% of its common stock owned by the common shareholders of the Company prior tosuch merger, consolidation or statutory share exchange, (iii) a majority of the Board of Directorsis not comprised of Continuing Directors or (iv) a sale or disposition of all or substantially allof the assets of the Company or the dissolution of the Company. A “Continuing Director” is acurrent director of the Company, a director elected by the Board of Directors, a majority of whosemembers are Continuing Directors, or a director elected by shareholders upon the recommendation ofthe Board of Directors, a majority of whose members are Continuing Directors. “Person” means anyindividual, firm, corporation or other entity, and shall include any successor (by merger orotherwise) of such entity.
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     8. Rights Prior to Exercise of Option. This Option is non-transferable by Employee,except in the event of his death, and during his lifetime is exercisable only by him. No personshall have any rights as a stockholder with respect to any common shares purchasable hereunderuntil payment of the option price and delivery to him of such common shares as herein provided.     9. Restriction on Disposition. All common shares acquired by Employee pursuant tothis Agreement shall be subject to the restrictions on sale, encumbrance and other dispositioncontained in the Company’s By-Laws, or imposed by applicable state and federal laws or regulationsregarding the registration or qualification of such acquisition of common shares, and may not besold or otherwise disposed of (i) within two years from the date of the granting of the Optionunder which such common shares were acquired, (ii) within one year after the exercise of theOption, and (iii) unless the Corporation has received a prior opinion of Employee’s counselsatisfactory in form and substance to counsel for the Corporation that such transaction will notviolate the Securities Act of 1933 or any applicable state law regulating the sale of securities.
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     10. Binding Effect — Plan Governs.     10.1 This Agreement shall inure to the benefit of and be binding upon the parties hereto andtheir respective heirs, executors, administrators, successors and assigns.     10.2 This Agreement shall be construed in accordance with and shall be governed by the termsof the Plan as adopted by the Board and approved or to be approved by the shareholders of theCorporation within the meaning of Section 422 of the Internal Revenue Code of 1986, as the Plan maybe amended from time to time by the Board and the shareholders of the Corporation. Employeeacknowledges receipt of a copy of the Plan prior to the execution hereof. If possible, thisAgreement shall be construed along with and in addition to any other agreement which theCorporation and Employee may enter into, but any provision in this Agreement which contradicts anyprovision of any other agreement shall take precedence and be binding over such other provision.             “Employee”   “Corporation”                 Rochester Medical Corporation                 By:                     Anthony J. Conway, President
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