**Exhibit 10.11****NON-STATUTORY STOCK OPTION AGREEMENT**     THIS AGREEMENT, made and entered into effective this                     day of                                          , by and between **ROCHESTER MEDICAL CORPORATION**, a Minnesota corporation (hereinafterreferred to as the “Corporation”) and , a resident of the State of                                         (hereinafter referred to as the “Optionee”).     WHEREAS, the Corporation considers it desirable and in its best interests that the Optionee 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 (the “Plan”)adopted by the Directors of the Corporation, as amended, and ratified by Shareholders of theCorporation.     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 Optionee 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 provided herein and in thePlan. The Option hereby granted shall be an NQO as provided in the Plan.     3. Time of Exercise of Option. The Option may be exercised in whole or in part atany time, or from time to time, from the date hereof until the earliest of (i) twelve months afterthe Optionee ceases to be a director for any reason, including death or (ii)                    o’clock p.m. CST on                                         ,                     .     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                         ,     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 Optionee, 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. Reclassification, Consolidation or Merger.     5.1 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.     5.2 If the Corporation is reorganized or consolidated or merged with another corporation, theOptionee 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 theOptionee additional benefits which he does not have under this Option, or deprive him of benefitswhich he has under this Option.     6. Rights Prior to Exercise of Option. This Option is non-transferable by Optionee,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.     7. Restriction on Disposition. All common shares acquired by Optionee 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 Optionee’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.     8. Binding Effect — Plan Governs.     8.1 This Agreement shall inure to the benefit of and be binding upon the parties hereto andtheir respective heirs, executors, administrators, successors and assigns.     8.2 This Agreement shall be construed in accordance with and shall be governed by the termsof the Plan as adopted by the Board and approved by the shareholders of the Corporation within themeaning of Section 422 of the Internal Revenue Code of 1986, as the Plan may be amended from timeto time by the Board and the shareholders of the Corporation. Optionee acknowledges receipt of acopy of the Plan prior to the execution hereof. If possible, this Agreement shall be construedalong with and in addition to any other agreement which the Corporation and Optionee may enterinto, but any provision in this Agreement which contradicts any provision of any other agreementshall take precedence and be binding over such other provision.             “Optionee”   “Corporation”                            Rochester Medical Corporation                 By:                     Anthony J. Conway, President                 By:                     David Jonas, CFO
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