Item 5.02(c). Appointment of Principal Officers.

On October 5, 2009, Sharps Compliance Corp. (the "Company" or "Sharps") announced the appointment of Scott T. Freeman as Vice President of Operations of the Company (a corporate officer position). Mr. Freeman comes to Sharps from OxySure Systems, Inc ("OXY"), a developer and manufacturer of oxygen products for short duration or emergency duration applications, where he served as Vice President of Operations. Prior to OXY, Mr. Freeman served in various operational roles with Presco Products, Lone Star Plastics and Mobil Oil Corporation. Mr. Freeman graduated from the University of Texas with a BS in Engineering.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1.

Mr. Freeman executed an offer letter from the Company, pursuant to which he agreed to serve as the Vice President of Operations of the Company. The offer letter is effective as of October 1, 2009 and provides that Mr. Freeman will receive an annual base salary of $165,000 (payable at the bi-weekly rate of $6,346.15). In accordance with the appointment, Mr. Freeman will receive (90 days from the date of employment and subject to continued employment) an option to purchase 25,000 shares of the Company's common stock under the Sharps Compliance 1993 Stock Plan. The option will have a seven (7) year term and vest at the rate of 33.3% per year (at each of the first three anniversary dates and subject to continued employment). The exercise price of the option will be the closing price on the date of the grant (90 days from date of employment, subject to continued employment).

In connection with his employment, the Company and Mr. Freeman entered into a Non-Competition and Confidentiality Agreement. The complete text of the Offer Letter and the Non-Competition and Confidentiality Agreement are attached as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

The Company's current Sr. Vice President of Operations, Al Aladwani, has agreed to accept the position of Vice President of Quality Control / Assurance effective October 1, 2009.

Item 5.02(e). Compensatory Arrangements of Certain Officers.

The information set forth in Item 5.02(c) above regarding the offer letter and the compensation arrangement is hereby incorporated by reference.

(d) Exhibits.

Exhibit No.   Description

10.1          Offer Letter between Sharps Compliance Inc. and Scott T. Freeman
10.2          Non-Competition and Confidentiality Agreement between Sharps
              Compliance Inc. and Scott T. Freeman
99.1          Press Release naming Scott T. Freeman as Vice President of Operations
              of Sharps Compliance Inc., effective October 1, 2009