exhibit101ericbaueremplo






Sharps Executive Employment Agreement — Eric T. Bauer  July 14, 2003 Sharps Compliance Corporation Page 1  LEGAL\56225041\1  EXECUTIVE EMPLOYMENT AGREEMENT  THIS EMPLOYMENT AGREEMENT (“AGREEMENT), made and entered into by and  between Sharps Compliance Inc, a Texas corporation, having its principal office at 9220 Kirby  Drive, Suite 500 Houston, TX 77054 (hereinafter referred to as the “Company”), and Eric T. Bauer  (hereinafter referred to as the “Executive”).  WITNESSETH  For and in consideration of the mutual promises and covenants herein contained, and other  good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,  the Company and Executive agree as follows:  ARTICLE I  STATEMENT OF AGREEMENT  1.1 DUTIES. During the term of this Agreement, the Company agrees to employ  Executive as Executive Vice President & Chief Financial Officer for the Company, and Executive  agrees to serve the Company in such capacity upon the terms and subject to the conditions set forth  in this Agreement. Executive shall perform such duties and responsibilities customary to the  position of Executive Vice President & Chief Financial Officer, including but not limited to;  (a) Analyze, report and project the Company’s financial performance;  (b) Develop and manage Company’s accounting and financial reporting  systems;  (c) Manage company financial assets, treasury activities and banking  relationships;  (d) Monitor and assess the Company’s internal financial policy,  procedure, controls and financial risk;  (e) Develop and manage Company’s SEC financial reporting and  compliance requirements;  (f) Leadership of the Company’s M&A efforts and other strategic  initiatives; and  (g) Manage external company relationships with public audit firm and  investor relations.  1.2 TERM. The term of this Agreement shall commence on February 24, 2022 (“Start  Date”) and shall continue for a period of two years (the “Initial Term”); unless sooner terminated  in accordance with the provisions of the Agreement hereinafter set forth. The Initial Term shall  automatically be extended on each anniversary of this Agreement for an additional one-year term  (each a “Successor Term”) unless either party hereto notifies the other of intent to terminate this  Agreement at least 30 days prior to the anniversary date of the Agreement.  A termination under  this provision shall be treated like any other termination for purposes of determining the rights and  obligations under Article 2 of this Agreement.      





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 2    1.3 COMPENSATION AND BENEFITS.  1.3.1 Base Salary: Company shall pay Executive a base salary of $10,576.92 per pay  period, twenty-six (26) pay periods per year, during the first year of this Agreement. The amount  of base salary may be increased by the Company during the term of this Agreement, but not  decreased.  1.3.2 Incentive Bonus: In addition to the base salary, Executive is eligible to participate  in the Company’s Executive Compensation and Incentive Plan (“ECIP”), at the discretion and  approval of the Company’s Board of Directors. Executive’s participation in the FY 2022 ECIP  will be prorated based on the number of days Executive was employed by the Company during the  fiscal year Ended June 30, 2022.    1.3.3 Stock Options: Executive is eligible to participate in the Company’s long-term  incentive and stock option plans. At the signing of this Agreement, and upon approval from the  Compensation Committee of the Board of Directors, Executive will be granted the right to  purchase two hundred thousand (200,000) shares of the parent company’s publicly-traded common  stock (NASDAQ:SMED), vesting twenty-five percent (25%) at the end of each anniversary of the  stock option grant (i.e., 25% a year) and at an exercise price equal to the closing stock price of  SMED on the first day of employment with the Company (the “Stock Options”). In the event that  the Company experiences a change in control event, defined as the sale of substantially all of the  assets of the Company or change in control of forty percent (40%) of the outstanding voting shares  of the Company, all non-vested options shall immediately vest. The Stock Options are subject to  a formal Stock Option Agreement and are subject to the Sharps Compliance Corp. 2010 Stock  Plan (“Plan”).  1.3.4 Benefits: Executive shall be entitled to receive all standard employee benefits that  may, from time to time, be provided by the Company to its employees.   1.4 EXPENSES: The Company shall reimburse Executive for all reasonable business  and business travel expenses incurred by Executive on behalf of the Company, in accordance with  the prevailing practice and policy of the Company.  1.5 CONFIDENTIAL INFORMATION & INTELLECTUAL PROPERTY:  Executive acknowledges that in and as a result of his employment hereunder, he will be making  use of, acquiring, and/or adding to confidential information of a special and unique nature and  value relating to such matters as the Company’s trade secrets, systems, procedures, manuals,  confidential reports, and lists of clients, (“Confidential Information”). As a material inducement  to the Company to enter into this Agreement and to pay to Executive the compensation and benefits  stated herein, Executive covenants and agrees that he shall not, at any time during or following the  term of his employment, directly or indirectly, divulge or disclose for any purpose whatsoever any  Confidential Information that has been obtained by, or disclosed to, him as a result of his  employment by the Company, unless authorized by the Company. In the event of a breach or  threatened breach by Executive of any of the provisions of this paragraph, the Company, in  addition to and not in limitation of, any other rights, remedies, or damages available to the  Company at law or in equity, shall be entitled to a permanent injunction in order to prevent or  restrain any such breach by Executive or Executive’s partners, agents, representatives, servants,  





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 3    employers, employees, and/or any and all persons directly or indirectly acting for or with him.  This section shall not apply to the extent information divulged or accessed by Executive (i) is  already known to him at the time of disclosure, (ii) is generally available to the public or otherwise  was part of public domain at the time of disclosure, (iii) became generally available to the public  after disclosure through no act or omission of Executive, (iv) was disclosed to Executive by a third  party who had no obligation to restrict disclosure, and (v) Executive can show that such  information was independently developed by Executive without use of any Confidential  Information.  Upon request or separation of employment, Executive shall promptly return to the Company all  materials or property of any kind or character which in any way relates to the Confidential  Information or the business of Company or any of its affiliates or customers, whether or not  asserted to be the exclusive property of the Company, without retaining copies or duplicates of  any such materials or property.     Any inventions, discoveries, processes, improvements, innovations, or other developments,  whether or not patentable, copyrightable, or trademarkable, made or conceived by Executive, alone  or with others, whether or not such others are Executives, during Executive’s employment by  Company or its Affiliates, that relate in any way to the business of Company or its Affiliates,  whether or not made or conceived expressly hereunder, shall be and remain the property of  Company and its Affiliates, as applicable, and Company and its Affiliates, as applicable, shall have  the exclusive right to own and use such inventions, discoveries, processes, improvements,  innovations, or other developments, in all ways and for all purposes, together with all rights  appurtenant to such inventions, discoveries, processes, improvements, innovations, or other  developments, granted by Texas or United States laws.  To effectuate this immediate and present  grant, whenever any inventions, discoveries, processes, improvements, innovations, or other  developments, whether or not patentable, copyrightable, or trademarkable, are made or conceived  by Executive, alone or with others, whether or not such others are Executives, during his/her  employment by Company or its Affiliates, Executive shall promptly furnish Company with  complete information thereon, and such inventions, discoveries, processes, improvements,  innovations, or other developments, whether or not patentable, copyrightable, or trademarkable,  shall immediately be assigned by Executive to Company upon Company’s request and the  furnishing by Company of appropriate documents necessary to effect such assignment.  Executive  agrees immediately to execute all documents, including assignments in the form specified by  Company, furnish all information, and do all other things necessary to facilitate and insure the  proper and effective assignment of all such interests and the filing and prosecution of any necessary  or appropriate applications for patents, copyrights, or trademarks, at the request and expense of the  Company    1.6 NOTICE OF IMMUNITY UNDER THE DEFEND TRADE SECRETS ACT  OF 2016 (“DTSA”).  Notwithstanding any other provision of this Agreement, the Executive will  not be held criminally or civilly liable under any federal or state trade secret law for any disclosure  of a trade secret that:  (a) is made: (1) in confidence to a federal, state, or local government official, either  directly or indirectly, or to an attorney; and (2) solely for the purpose of reporting or investigating  a suspected violation of law; or  





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 4    (b) is made in a complaint or other document that is filed under seal in a lawsuit or  other proceeding.  If the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation  of law, the Executive may disclose the Company’s trade secrets to the Employee’s attorney and  use the trade secret information in the court proceeding if the Executive files any document  containing the trade secret under seal; and does not disclose the trade secret, except pursuant to  court order.  1.7 RESTRICTIVE COVENANT. Executive acknowledges that the services he is to  render are of a special and unusual character with a unique value to the Company, the loss of which  cannot adequately be compensated by damages in an action at law. In view of the unique value to  the Company of the services of Executive for which the Company has contracted hereunder,  because of the confidential information to be obtained by or disclosed to Executive, as hereinabove  set forth, and as a material inducement to the Company to enter into this Agreement and to pay to  herein as well as any additional benefits stated herein, Executive covenants and agrees as follows:  For the period commencing with the date of the Agreement and ending twenty four (24) months  following the termination of this Agreement (“Restricted Period”), for whatever reason, the  Executive agrees that he will not directly or indirectly, for his own account or for the account of  others, whether as principal or agent or through the agency of any corporation, partnership,  association or other business entity, engage in any business activity which shall be in direct  competition to any material business of the Company. For purposes hereof, a business will be  deemed, until proven otherwise, to be in direct competition if it involves any business that the  Company is conducting at the time of Executive’s separation including, but not limited to, medical  and pharmaceutical waste management, unused ultimate user medication management and  disposal, route-based medical waste pick-up, and single use device recycling.    Executive agrees further that, for a period commencing with the date of this Agreement and ending  twenty four (24) months following termination of this Agreement, for whatever reason, Executive  shall not, directly or indirectly, make known to any person, firm or corporation, the names and  addresses of any clients, customers, employees or independent contractors of the Company or any  other information pertaining to them nor call on, solicit, take away, contract with, employ or hire  or attempt to call on, solicit, take away, contract with, employ or hire any of the clients, customers,  employees or independent contractors of the Company, including, but not limited to, those upon  whom the Executive called upon or with whom he became acquainted during the performance of  the services pursuant to this Agreement, whether for personal purposes or for any other person,  firm or corporation. Nothing contained in this Section 1.7 shall prohibit the Executive from  purchasing and holding as an investment not more than 5% of any class of the issued and  outstanding and publicly traded capital stock of any such corporation which conducts a business  in competition with the business of the Company. Should the foregoing covenant not to compete  be held invalid or unenforceable because of the scope of the actions restricted thereby, or the period  of time within which such agreement is operative in the judgment of a court of competent  jurisdiction, the parties agree that and hereby authorize such court to define the maximum actions  subject to and restricted by this Section 1.7 and the period of time during which such agreement is  enforceable. The provisions of this Section 1.7 shall be applicable for the period indicated,  regardless of termination of this Agreement for any reason prior to expiration of such period.  





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 5    ARTICLE II  TERMINATION  2.1 TERMINATION FOR CAUSE. Notwithstanding any other provision hereof, the  Company or Executive may terminate Executive’s employment under this Agreement at any time  for cause as defined in this Section 2.1.  2.1.1 Company Initiated Termination For Cause: The Company may terminate  Executive’s employment for cause, which shall be evidenced by written notice thereof to the  Executive, which shall specify the cause for termination. For purposes hereof, the term “cause”  shall include, without limitation, the inability of the Executive, through sickness or other  incapacity, to perform his duties under this Agreement for a period in excess of one hundred eighty  (180) substantially consecutive days; conviction of a crime; or a material breach of this Agreement  including but not limited to breach of fiduciary duty. The Company’s obligations hereunder shall  terminate upon any termination for cause pursuant to this Section 2.1; provided, however, if such  termination results from death, sickness or other incapacity of Executive, the Company will treat  the separation as one without cause initiated by the Executive described in Section 2.2.2. In the  event that termination results from the Executive’s death, the Company will extend the period for  executing vested stock options for six (6) months.  2.1.2 Executive Initiated Termination For Cause: Executive may terminate  Executive’s employment for cause, which shall be evidenced by written notice thereof to  Company, which shall specify the cause for termination. For purposes hereof, the term “cause”  shall include, without limitation, removal of the Executive from the office defined herein or the  material reduction in Executive’s title, authority or responsibility, except for “cause” as defined in  2.1.1, reduction in Executive’s compensation, or the Company otherwise commits a material  breach of this Agreement.  2.2 TERMINATION WITHOUT CAUSE. Notwithstanding any other provision  hereof, the Company or Executive may terminate this Agreement without cause upon thirty (30)  days prior written notice thereof given to the other party hereto.  2.2.1 Company Initiated Termination Without Cause: In the event the Company  terminates this Agreement without cause pursuant to this paragraph, the Company shall (i) pay  Executive, six (6) months of his annual base salary (“Severance Period”) ratably over the six- month period and (ii) plus a pro rata portion of the annual bonus as if earned. In addition, the  Company shall extend to the Executive all benefits described in Section 1.3.4 hereof until the  earlier of the end of the Severance Period or upon employment with another employer. Payment  by the Company in accordance with this paragraph shall be contingent upon Executive executing  a severance agreement and release to be drafted by the Company, and the Company shall have no  further obligation to Executive arising out of or subsequent to such termination.  2.2.2 Executive Initiated Termination Without Cause: In the event the Executive  terminates this Agreement pursuant to this Section 2.2, or in the event of the Executive’s death,  the Company’s obligation to provide continuation of salary and benefits shall cease as of the  termination date. The Executive, and the Executive’s estate in the event of death, retains the right  to ownership of stock, stock options and stock appreciation rights which have been purchased,  





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 6    vested or for which the Company’s repurchase rights have expired. Executive immediately forfeits  all right and title to stock options or other equity which has not been previously purchased, vested,  or for which the Company’s repurchase rights have not expired. The Executive has up to sixty (60)  days after the termination date of this Agreement, but not after the date the stock option grant  expires, to exercise vested stock options or stock appreciation rights.  2.2.3 Termination Following Change in Control: Notwithstanding anything to the  contrary contained herein, should Executive at any time within twenty four (24) months of the  occurrence of a “change of control” (as defined in 1.3.3), cease to be an employee of the Company  (or its successor), by reason of (i) termination by the Company (or its successor) other than for  “cause”(as defined in 2.1.1) or (ii) voluntary termination by Executive for “cause” (as defined in  2.1.2), then in any such event, (1) the Company shall pay Executive, within 30 days of termination  as described above, an amount equal to six (6) months of his annual base salary, plus a pro rata  portion of the annual bonus as if earned, and (2) immediately prior to the effective date of such  termination, all outstanding stock options held by Executive, not already vested and exercisable,  shall become fully vested, and Executive’s right to exercise such stock options shall be extended  to twenty four (24) months past the termination date.  ARTICLE III  ARBITRATION  Any controversy of any nature whatsoever, including but not limited to tort claims or  contract disputes, between the parties to this Agreement or between the Executive, his heirs,  executors, administrators, legal representatives, successors, and assigns and the Company and its  affiliates, arising out of or related to the Executive’s employment with the Company, any  resignation from or termination of such employment and/or the terms and conditions of the  Agreement, including the implementation, applicability and interpretation thereof, shall, upon the  written request of one party served upon the other, be submitted to and settled by arbitration in  accordance with the provisions of the Federal Arbitration Act, 9 U.S.C. —§ 1-15, as amended.  Each of the parties to this Agreement shall appoint one person as an arbitrator to hear and  determine such disputes, and if they should be unable to agree, then the two arbitrators shall choose  a third arbitrator from a panel made up of experienced arbitrators selected pursuant to the  procedures of the American Arbitration Association (the “AAA”) and, once chosen, the third  arbitrator’s decision shall be final, binding and conclusive upon the parties to this Agreement. Each  party shall be responsible for the fees and expenses of its arbitrator and the fees and expenses of  the third arbitrator shall be shared equally by the parties. The terms of the commercial arbitration  rules of AAA shall apply except to the extent they conflict with the provisions of this paragraph.  It is further agreed that any of the parties hereto may petition the United States District Court for  the District of Houston, Texas, for a judgment to be entered upon any award entered through such  arbitration proceedings.  ARTICLE IV  INDEMNIFICATION  The Company shall indemnify and hold Executive harmless from any and all claims  (whether in court or before a regulatory or administrative body), liabilities, damages and expenses,  including without limitation reasonable attorneys’ fees incurred by Executive or his agents, arising  





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 7    out of or related to the acts or omissions of Executive in the provision of services or performance  of duties under this Agreement. This indemnification section shall survive and continue in full  force and effect after the expiration of this Agreement.  ARTICLE V  MISCELLANEOUS  5.1 NOTICES. All notices, requests, consents and other communications required or  permitted hereunder shall be in writing and shall be deemed to have been delivered on the date  personally delivered or on the date mailed, postage prepaid, by certified mail, return receipt  requested, or telegraphed or telexed and confirmed if addressed to the respective parties as follows:  If to the Executive:  Eric T. Bauer   12003 Tall Oaks Street  Houston, Texas 77024    If to the Company:  Sharps Compliance Corporation  9220 Kirby Drive, Suite 500  Houston, TX 77054   Attn: Chief Executive Officer  provided, however, that any party shall have the right to change such party’s address for notice  hereunder to any location by giving of notice to the other party in the manner set forth hereinabove.  5.2 GOVERNING LAW. This Agreement shall be construed and enforced in  accordance with and governed by the laws of the State of Texas and venue for any dispute arising  hereunder shall be deemed proper in Harris County, Texas.  5.3 WAIVER. The waiver of any provision hereof shall not be deemed to constitute  the waiver of such provision or any other provisions hereof  5.4 SEVERABILITY. Whenever possible, each provision of this Agreement shall be  interpreted in such mariner as to be effective and valid under applicable law. If any provision of  this Agreement shall be prohibited by or invalid under applicable law, such provision shall be  ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of  such provision or the remaining provisions of this Agreement.  5.5 BINDING EFFECT. Subject to the provisions of Section 2.2 hereof, this  Agreement shall be binding upon and inure to the benefit of the parties hereto and the successors  and assigns of the Company and Executive.  





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 8    5.6 CAPTIONS AND HEADINGS. The section and paragraph headings in this  Agreement are for reference purposes only and in no way define, limit or describe the scope or  content of this Agreement or any paragraph hereof.  5.7 ENTIRE AGREEMENT: AMENDMENT. This Agreement represents the entire  agreement by and between the parties hereto relating to the subject matter hereof this Agreement  may not be changed except by written agreement duly executed by the parties hereto.  5.8 SUCCESSORS AND ASSIGNS  5.8.1 Executive Assignment: Except as otherwise expressly provided herein, Executive  agrees on behalf of his executors and administrators, heirs, legatees, distributees and any other  person or persons claiming any benefits under his by virtue of this Agreement, that this Agreement  and the rights, interests and benefits hereunder shall not be assigned, transferred, pledged or  hypothecated in any way by Executive or any executor, administrator, heir, legatee, distributee or  person claiming under Executive by virtue of this Agreement and shall not be subject to execution,  attachment or similar process. An attempt at assignment, transfer, pledge or hypothecation or other  disposition of this Agreement or of such rights, interest and benefits contrary to the foregoing  provision, or the levy of any attachment or similar process thereupon, shall be null and void and  without effect except as otherwise permitted herein.  5.8.2 Company Assignment: The Company shall be permitted to assign this Agreement  to its successors and assigns and all covenants and agreements hereunder shall inure to the benefit  of and be enforceable by or against such successors or assigns. The terms “successors” and  “assigns” shall include any person that buys all or substantially all of the Company’s assets, or at  least forty percent (40%) of its voting equity, or with which the Company merges or consolidates.  5.9 THIRD PARTY BENEFICIARIES. Unless explicitly stated herein, this  Agreement does not create, and shall not be construed as creating, any rights enforceable by any  person or entity not a party to this Agreement.  5.10 COUNTERPARTS. This Agreement may be executed in two or more  counterparts; each of which shall be deemed to be an original and all of which together shall be  deemed to be one and the same instrument.       





 






Sharps Executive Employment Agreement — Eric T. Bauer   Sharps Compliance Corporation Page 9    IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first  above written.  EXECUTIVE:         Eric T. Bauer         Date  COMPANY:    By: _____________________________________    Name: David P. Tusa    Title:  President & Chief Executive Officer    Date 





 






  LEGAL\56225041\1