exv10w11



 






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 (hereinafter
referred 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 be
given an inducement to acquire a proprietary interest in the Corporation and an added incentive to
advance the interests of the Corporation, by possessing an option to purchase common shares of the
Corporation, 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 the
Corporation.



     NOW THEREFORE, in consideration of the premises and of the mutual promises and consideration
provided herein, the parties agree as follows:



     1. Definitions. Words and phrases not otherwise defined herein shall have the
meanings ascribed to them, respectively, in the Plan.



     2. Grant of Option. The Corporation grants to Optionee an Option (the “Option”) to
purchase                                                (                    ) common shares of the Corporation at a purchase price of $       
                                   per share, in the manner and subject to the conditions provided herein and in the
Plan. 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 at
any time, or from time to time, from the date hereof until the earliest of (i) twelve months after
the 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 right
claimed thereby or hereby, therein or herein or thereunder or hereunder shall be exercisable by
anyone on or after
                         ,



     4. Method of Exercise. The Option shall be exercised by written notice to the Board
of the Corporation, or the Committee if such exists, at the Corporation’s principal place of
business. The notice shall be accompanied by payment of the option price for the shares being
purchased 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. The
notice shall also be accompanied by any document reasonably required by the Corporation to be
executed by Optionee, acknowledging the applicable restrictions on the transfer of the common
shares being purchased as set forth under Section 8 of this Agreement. The Corporation shall make
prompt delivery of a certificate or certificates representing such common shares, provided that if
any law or regulation requires the Corporation to take any action with respect to the common shares
specified in such notice before the issuance thereof, then the date of delivery of such common
shares shall be extended for the period necessary to take such action. The Option must be
exercised with respect to at least 500 of the common shares, unless only a lesser number of the
common shares are then exercisable, in which case it must be exercised with respect to all of such
lesser number.



     5. Reclassification, Consolidation or Merger.



     5.1 If and to the extent that the number of issued common shares of the Corporation shall be
increased 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 to
the Option and the option price per share shall be proportionately adjusted in accordance with the
Plan.



     5.2 If the Corporation is reorganized or consolidated or merged with another corporation, the
Optionee shall be entitled to receive an option (the “New Option”) covering common shares of such
reorganized, consolidated or merged company in the same proportion, at an equivalent price, and
subject to the same conditions as the Option. For purposes of the preceding sentence, the excess
of the fair market value of the common shares subject to the Option immediately after the
reorganization, consolidation or merger over the aggregate option price of such common shares shall
not be more than the excess of the aggregate fair market value of all common shares subject to the
Option immediately before such reorganization, consolidation or merger over the aggregate option
price of such common shares, and the New Option or assumption of the



 









 




Option shall not give the
Optionee additional benefits which he does not have under this Option, or deprive him of benefits
which 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 person
shall have any rights as a stockholder with respect to any common shares purchasable hereunder
until 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 to
this Agreement shall be subject to the restrictions on sale, encumbrance and other disposition
contained in the Company’s By-Laws, or imposed by applicable state and federal laws or regulations
regarding the registration or qualification of such acquisition of common shares, and may not be
sold or otherwise disposed of (i) within two years from the date of the granting of the Option
under which such common shares were acquired, (ii) within one year after the exercise of the
Option, and (iii) unless the Corporation has received a prior opinion of Optionee’s counsel
satisfactory in form and substance to counsel for the Corporation that such transaction will not
violate 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 and
their respective heirs, executors, administrators, successors and assigns.



     8.2 This Agreement shall be construed in accordance with and shall be governed by the terms
of the Plan as adopted by the Board and approved by the shareholders of the Corporation within the
meaning of Section 422 of the Internal Revenue Code of 1986, as the Plan may be amended from time
to time by the Board and the shareholders of the Corporation. Optionee acknowledges receipt of a
copy of the Plan prior to the execution hereof. If possible, this Agreement shall be construed
along with and in addition to any other agreement which the Corporation and Optionee may enter
into, but any provision in this Agreement which contradicts any provision of any other agreement
shall 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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