Exhibit
10.1


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”) states the terms and conditions that govern the contractual agreement between Andrew
R. Crescenzo (the “Executive”) having his principal place of residence at 80 Merritt Ave, Massapequa, New York and Sharps
Technology, Inc. located at 105 Maxess Road STE 124, Melville, New York (the “Company”) who both agree to be bound by this
Agreement.


 


WHEREAS,
the Executive is very experienced in the field of accounting, controls, systems, audit, sec filing, and related subjects; and


 


WHEREAS,
the Executive has filled the role of Chief Financial Officer of Sharps Technology, Inc. for the past three years as a contract services
person through CFO Consulting Partners, LLP; and


 


WHEREAS,
the Company has negotiated a fee with CFO Consulting Partners to permit the Executive to join the Company on a full time basis; and


 


WHEREAS,
the Executive is available and now has no prohibitions in performing the services as described in this Agreement; and


 


WHEREAS,
the parties have negotiated the terms of this Agreement and believe the terms to be fair and reasonable; and


 


WHEREAS,
the Company desires to retain the service of the Executive to render the services as the Chief Financial Officer of the Company.


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises made by the parties hereto, the Executive and the Company (individually),
each a “Party” and collectively, the “Parties”) covenant and agree as follows:


 


1.
TERM 


 


This
Agreement shall replace all prior agreements with Andrew R. Crescenzo, and commence on September 30, 2022, and continue until terminated
by either Party, subject to the following terms.


 


Either
Party may terminate this Agreement for any reason with 90 days written notice to the other Party. Termination for cause will have immediate
effect and include gross negligence or theft of the Company’s property. If terminated with cause, the Executive shall be paid all
compensation accrued through the termination notice date.


 








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2.
EMPLOYMENT SERVICES 


 


The
Executive agrees that he shall provide his full-time energy and expertise to the Company as Chief Financial Officer and perform all duties
assigned to him in that role. The Executive confirms there are no obligations which would prevent his carrying out all the responsibilities of the Employment Services
in this Agreement.


 


3.
COMPENSATION 


 


In
consideration for the Employment Services, the Company shall pay the Executive at the rate of $225,000 (two hundred twenty-five thousand
dollars) per year. Compensation shall be paid via the Company’s payroll. Payment shall be made semi-monthly electronically, to
the Executive’s designated account, on or about the 15th and 30th of each month. At the commencement of the
Agreement, the Company will pay the Executive $18,750 as an incentive.


 


BUSINESS
EXPENSES 


 


Reimbursement
of ordinary expenses in accordance with policy and approved by the Company.


 


BENEFITS
AND PREQUISITES


 


During
the Employment Term, the Executive shall be entitled to fringe benefits and perquisites consistent with those provided to similarly situated
executives of the Company.


 


		a.	Employee
                                            Benefits. During the Employment Term, the Executive shall be entitled to participate
                                            in all employee benefit plans, practices, and programs maintained by the Company, as in effect
                                            from time to time on a basis which is no less favorable than is provided to other similarly
                                            situated Executives of the Company, to the extent consistent with applicable law and the
                                            terms of the applicable Employee Benefit Plans.
	 	 	 
	 	 	During
                              the Employment Term, the Executive shall be entitled to family health insurance benefits to the extent
                              consistent with applicable law and the terms of the applicable Employee Benefit Plan. Alternatively, if
                              the Executive is under Medicare and other supplemental plans, the Company will reimburse $1,000 per month.



 








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PERFORMANCE
BONUS 


 


The
board of directors, through its Compensation Committee shall review the performance of the Chief Financial Officer along with the CEO
and COO of the Company and determine, in their sole discretion the performance bonus of the Executive.


 


EQUITY
AWARDS


 


During
the Employment Term, the Executive shall be eligible to participate in the 2022 Equity Incentive Plan or any successor plan, subject
to the terms of the 2022 Equity Incentive Plan or successor plan, as determined by the Board or the Compensation Committee, in its discretion.
All terms of the Equity Awards will be included in the award letter provided and signed by the Executive and the Company.


 


4.
INTELLECTUAL PROPERTY RIGHTS IN WORK PRODUCT 


 


The
Parties acknowledge and agree that the Company will hold all intellectual property rights in any work product resulting from the Employment
Services including, but not limited to, copyright, patent, and trademark rights. The Executive agrees not to claim any such ownership
in such work product’s intellectual property at any time prior to or after the completion and delivery of such work product to
the Company.


 


5.
CONFIDENTIALITY 


 


The
Executive shall not disclose to any third party any Confidential details regarding the Company’s business, including, without limitation
any information regarding any of the Company’s customer information, business plans, or price points (the “Confidential Information”),
(ii) make copies of any Confidential Information or any content based on the concepts contained with the Confidential Information for
personal use or for distribution unless in the best interest of the Company, or (iii) use Confidential Information other than solely
for the benefit of the Company.


 


6.
NONCOMPETITION 


 


During
the term of this Agreement and for 24 months thereafter, the Executive shall not engage, directly or indirectly, as an executive, employee,
officer, manager, partner, consultant, agent, owner or in any other capacity, in any direct competition with the Company or any of its
subsidiaries, in the safety syringe field.


 








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7.
NONSOLICITATION OF CUSTOMERS 


 


During
the term of this Agreement and for 24 months thereafter, the Executive will not, directly, or indirectly, solicit or attempt to solicit
any business of the Company, from any of the Company’s clients, prospects, employees, or contractors.


 


8.
NONSOLICITATION OF EMPLOYEES 


 During
the term of this Agreement and for 24 months thereafter, the Executive will not, directly, or indirectly, recruit, solicit, or induce,
or attempt to recruit, solicit, or induce, any of the Company’s employees, or contractors for work at another company.


 


9.
NO MODIFICATION UNLESS IN WRITING 


 


No
modification of this agreement shall be valid unless in writing and agreed upon by both Parties.


 


10.
APPLICABLE LAW 


 


This
Employment Agreement and the interpretation of its terms shall be governed by and construed in accordance with the laws of the State
of New York and subject to the exclusive jurisdiction of the federal and state courts located in New York City.


 


IN
WITNESS WHEREOF, each of the Parties have agreed to this Agreement


 


	Sharps
    Technology, Inc., as Company	 
	 	 
	By:
    	/s/
    Andrew R. Crescenzo	 
	 	        	 
	Date:	 	 
	 	 
	Andrew
    R. Crescenzo, as Executive	 
	 	 	 
	By: 	 
	 	 	 
	Date:
    - 9/30/22 	 


 






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