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

On September 16, 2012, the compensation committee, or the Committee, of the board of directors of TearLab Corporation, or the Company, approved the payment of previously announced milestone bonuses based on the receipt of CLIA waiver categorization for the TearLabTM Osmolarity System, or the CLIA Bonus, to certain members of the Company's management team.

The CLIA Bonus will be paid in the form of restricted stock units, or RSUs, issued pursuant to the Company's 2002 Stock Option Plan, as amended. A total of 440,000 RSUs were approved, of which 80,000 will be issued to Elias Vamvakas, Chairman of the board of directors and Chief Executive Officer, and 40,000 will be issued to each of Bill Dumencu, Chief Financial Officer, Robert Walder, Vice President, Operations, and Stephen Zmina, Vice President, Manufacturing and Engineering. The number of RSUs issued to each recipient will be reduced by an amount, based on the market price of the Company's common stock, to cover withholding taxes applicable to each award. Each RSU will be fully vested at the date of grant and the underlying shares of stock will be issued upon the first to occur of (i) termination of the recipient's service to the Company; (ii) a change in control of the Company; (iii) the death of the recipient; (4) the disability of the recipient; or (5) September 17, 2012.

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