Notice of Annual Meeting of Shareholders	Cover

Proposals to be Voted Upon	2
Item 1 - Election of Directors	2
Item 2 - Selection of Independent Registered Public Accounting Firm	6

Corporate Governance	7
Director Independence	7
Meetings and Committees of the Board of Directors	7
Director Nominating Process	8
Director Compensation	10
Compensation Committee Interlocks and Insider Participation	10
Communications Between Shareholders and Board of Directors	11
Attendance at the Annual Meeting of Shareholders	11
Code of Business Conduct and Ethics	11
Website Access to Corporate Governance Documents	11
Audit Committee Report	11

Executive Officers	12

Compensation of Executive Officers	14
Compensation Discussion and Analysis	14
Compensation Committee Report	22
Summary Compensation Table for Fiscal Year 2009	23
Grants of Plan-Based Awards	25
Outstanding Equity Awards at October 3, 2009	26
Option Exercises and Stock Vested in Fiscal Year 2009	28
Potential Payments Upon Termination or Change in Control	28

Equity Compensation Plans	30

Security Ownership of Certain Beneficial Owners and Management	30

Section 16(a) Beneficial Ownership Reporting Compliance	32

Certain Relationships and Related Transactions	32

Additional Information	33

This Notice of Annual Meeting, Proxy Statement and Proxy (these “Proxy Materials”) are being furnished to shareholders in connection with the solicitation of proxies by the Board of Directors (the “Board”) of Span-America Medical Systems, Inc. (the “Company”), to be voted at the annual meeting of shareholders (the “Annual Meeting”) to be held at 9:00 a.m. on February 12, 2010, at the Company’s headquarters at 70 Commerce Center, Greenville, South Carolina. The approximate mailing date of these Proxy Materials is January 12, 2010.

Shareholders of record at the close of business on December 16, 2009 (the “Record Date”) will be entitled to notice of and to vote at the Annual Meeting. At the close of business on such record date, there were outstanding 2,715,118 shares of the Company’s no par value common stock (the “Common Stock”). The Common Stock is the only class of voting securities of the Company. Holders of shares of Common Stock are entitled to one vote for each share held on the Record Date on all matters presented for action by the shareholders. The presence, either in person or by proxy, of the holders of a majority of the outstanding shares of Common Stock of the Company as of the Record Date is necessary to constitute a quorum at the Annual Meeting. All shares represented by valid proxies received prior to the Annual Meeting and not revoked before they are exercised will be voted in accordance with specifications thereon. If no contrary instructions are indicated, all shares represented by a proxy will be voted (i) FOR the election to the Board of Directors of the nominees described herein and (ii) FOR approval of the selection of Elliott Davis, LLC as the Company’s independent registered public accounting firm for fiscal year 2010 and (iii) in the discretion of the proxy holders as to all other matters that may properly come before the Annual Meeting or any adjournment thereof.

Shares will be tabulated by inspectors of election appointed by the Company, with the aid of the Company’s transfer agent. The inspectors will not be directors or nominees for director. The inspectors shall determine, among other things, the number of shares represented at the Annual Meeting, the existence of a quorum and the validity and effect of proxies, and shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, determine the result, and do such acts as are proper to conduct the election and voting with fairness to all shareholders. A quorum will be present if holders of a majority of the shares of Common Sock outstanding on the Record Date are present in person or represented by proxy at the Annual Meeting. Directors are elected by a plurality of votes cast. The selection of Elliott Davis, LLC as the Company’s independent registered public accounting firm for fiscal year 2010 will be approved if a quorum is present and the number of votes cast in favor of approval exceeds the number of votes cast against approval. Abstentions and broker non-votes are each included in the determination of the number of shares present at the meeting. Abstentions and broker non-votes will have no effect on the election of directors or the approval of the appointment of Elliott Davis, LLC.

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by: (i) filing with the Secretary of the Company, at or before the Annual Meeting, a written notice of revocation bearing a later date than the proxy; (ii) duly executing a subsequent proxy relating to the same shares and delivering it to the Secretary of the Company at or before the Annual Meeting; or (iii) attending the Annual Meeting and voting in person (although attendance at the Annual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice revoking a proxy should be sent to: Span-America Medical Systems, Inc., Post Office Box 5231, Greenville, South Carolina 29606-5231, Attention: Secretary.

The number of the Company’s directors is currently set at nine persons in accordance with the Company’s Articles of Incorporation. As provided in the Company’s Articles of Incorporation, the Board is divided into three classes of directors, with each class being comprised of three persons who serve three-year terms. Accordingly, management has nominated Robert H. Dick, James D. Ferguson and Robert B. Johnston to serve as directors for terms that will expire at the earlier of the 2013 annual meeting of shareholders or when their successors are duly elected.

Unless authority to vote with respect to the election of one or more nominees is “WITHHELD,” it is the intention of the persons named in the accompanying proxy to vote such proxy for the election of the nominees set forth below. All nominees are United States citizens. In the event that any of the nominees for director should become unavailable to serve as a director, which is not anticipated, the proxy holders named in the accompanying proxy will vote for other persons in their places in accordance with their best judgment. There are no family relationships among the directors, nominees and executive officers of the Company.

			Director
Name	Age	Position or Office with the Company	Since

Nominees for Director with Terms Expiring in 2013

Robert H. Dick *	66	Director	1999
James D. Ferguson	52	Director, President and Chief Executive Officer	1998
Robert B. Johnston *	44	Director	2004

Continuing Directors with Terms Expiring in 2011

Richard C. Coggins	52	Director, Chief Financial Officer, VP - Finance and Secretary	1993
Thomas F. Grady, Jr. *	67	Director	1975
Dan R. Lee *	62	Director	2008

Continuing Directors with Terms Expiring in 2012

Guy R. Guarch *	69	Director	2003
Thomas D. Henrion *	67	Director	1996
Linda D. Norman *	62	Director	2006

Mr. Dick has served as President of R. H. Dick & Company, an investment banking and management consulting firm, since 1998, and has served on the board of Synergetics USA, Inc. (Nasdaq:SURG) since 1997, and serves as chairman of the compensation committee and is a member of the audit and corporate governance committees of that company’s board. Synergetics designs, manufactures and markets instruments and equipment for ophthalmic, ENT and neuro surgery. From 1996 to 1998, Mr. Dick was a partner with Boles, Knop & Company, Inc., an investment banking firm in Middlebury, Virginia. From 1994 to 1996, Mr. Dick served as interim President, CEO, and CFO for two of Boles’ clients. From 1982 until 1994, Mr. Dick served in various executive roles with Codman & Shurtleff, Inc., a subsidiary of Johnson & Johnson and a manufacturer of surgical instruments, implants, equipment, and other surgical products. Mr. Dick's positions with Codman included, Director, Vice President - New Business Development, Vice President - U. S. Sales and Marketing, and Vice President - International. From 1978 to 1982, Mr. Dick was President and CEO of Applied Fiberoptics, Inc., which designed, manufactured and marketed fiber optic products for medical and defense applications, and stereo surgical microscopes for microsurgery. From 1969 to 1978, Mr. Dick held various sales, marketing and general management positions with the USCI division of C. R. Bard, Inc., a leading multinational developer, manufacturer and marketer of medical technologies in the fields of vascular, urology, oncology and surgical specialty products.

Mr. Ferguson joined the Company as Materials Manager in 1990. He was promoted to Plant Manager of the Company’s contract packaging business in 1992, Director of Contract Packaging in 1994, and Vice President of Operations in 1995. Mr. Ferguson was named President and Chief Executive Officer of the Company in 1996. From 1981 to 1990, Mr. Ferguson worked for C.B. Fleet in Lynchburg, Virginia, where he served in various manufacturing management positions, ending as Director of Manufacturing. C.B Fleet is a manufacturer and marketer of various products for feminine care, gastro care, skin care, oral rehydration and oral care.

Mr. Johnston currently serves as Executive Vice President and Chief Strategy Officer for The InterTech Group, Inc. in North Charleston, South Carolina where he has been employed since 1998. InterTech is a holding company and operator of a diverse, global group of companies with primary emphasis in the technology-driven manufacturing sector. The InterTech Group is controlled by Anita G. Zucker, the owner of approximately 7.7% of Span-America’s common stock. In addition to his duties at InterTech, Mr. Johnston was named President of The Hudson’s Bay Company (“HBC”) in August 2007 and Chief Executive Officer of HBC in April 2008. HBC is Canada’s largest diversified general merchandise retailer, operating in department store, mass merchandise, specialty and discount formats. HBC operates more than 580 retail locations and has nearly 70,000 associates located in every province in Canada. Mr. Johnston served as President and CEO of HBC until July 2008 when the company was sold. He holds an MBA degree from the John Molson School of Business at Concordia University in Montreal as well as a Master’s degree in Public Policy and Public Administration from Concordia University. Mr. Johnston has extensive experience in mergers, acquisitions and corporate finance. He currently serves as a director of Circa Enterprises (TSX:CTO), Pacific Northern Gas (TSX:PNG) and Galvanic Applied Sciences (TSX:GAV) and is a board member for The Carolina Youth Development Center and the Advisory Board of The McGill University Executive Institute. He previously served as director of HBC and Canada’s National History Society as well as a number of closely held companies.

Mr. Johnston was nominated by the Company for election as a director at the Company’s 2004 annual meeting of shareholders pursuant to an agreement dated December 17, 2003 between the late Jerry Zucker (whose shares are now held by his widow as trustee for a trust), Mr. Johnston and the Company. Until this agreement terminates, it requires Mr. Zucker’s successors and Mr. Johnston not to, directly or indirectly (a) commence or engage in a tender offer for the Company’s stock, (b) make or participate in a solicitation of proxies to vote any shares of the Company’s stock or (c) take certain other actions that could affect control of the Company. The agreement will terminate thirty days after Mr. Johnston’s resignation from the Board. The text of this agreement was filed as Exhibit 4.4 to the Company’s Annual Report on Form 10-K for the year ended September 27, 2003 and is incorporated herein by reference, and the foregoing summary is qualified in its entirety by the full text of the agreement.

Mr. Coggins joined the Company as Controller in 1986. He was elected Treasurer in January 1987, Vice President of Finance in January 1989, and Secretary and Chief Financial Officer in January 1990. He currently serves as the Company’s Chief Financial Officer, Vice President – Finance and Secretary. Mr. Coggins was previously employed by NCNB National Bank in Charlotte, North Carolina from 1984 to 1986, where he served as Commercial Banking Officer and Metropolitan Area Director.

Mr. Grady joined Federal Paper Board Company, Inc. (“Federal”) in 1971, serving in various sales and marketing management positions. He served as Vice President of Sales for Federal from 1990 to 1996, when Federal was acquired by International Paper Company. Prior to the acquisition, Federal was a manufacturer and supplier of paper, packaging and wood products, which is the current business of International Paper. Following the acquisition, Mr. Grady served as Vice President of Sales with International Paper from 1996 until September 2000, when he retired.

Mr. Lee retired on December 31, 2009 from his positions as President of Microtek Medical, Inc. (“Microtek”) and Senior Vice President of Ecolab, Inc. (NYSE:ECL). Microtek is a wholly owned subsidiary of Ecolab and specializes in the design, manufacture and marketing of infection and fluid control products. Microtek was acquired by Ecolab in November 2007. Before the acquisition, Mr. Lee had served as President and Chief Executive Officer of Microtek beginning in December 2000 and Chairman of the Board beginning in May 2002. Microtek was named “Isolyser Company, Inc.” until 2002. From 1986 to 2000, Mr. Lee held various positions with Microtek or its subsidiaries and predecessors, including President, Chief Financial Officer, Chief Operating Officer and Director. Prior to his corporate positions, Mr. Lee was a partner for eight years with the CPA firm of Gallant, King & Lee, and he worked as an auditor for KPMG for five years after graduating with a Bachelor of Science degree in Accounting from Mississippi State University. Mr. Lee became a Certified Public Accountant in 1975. Until January 6, 2010, Mr. Lee was also a director of Cadence Financial Corporation (Nasdaq:CADE), a financial services corporation, and he served on the audit and compensation committees of that company’s board of directors.

Mr. Guarch retired in 2001 from C.R. Bard, Inc. where he spent 32 years in various sales, marketing, and management roles. Bard is a leading multinational developer, manufacturer and marketer of medical technologies in the fields of vascular, urology, oncology and surgical specialty products. From 1993 to 2001, Mr. Guarch served as Regional Vice President – Corporate Account Management for Bard’s Southeast Region. He worked as President of Bard Venture Division in Boston, MA from 1991 to 1993. From 1988 to 1991, Mr. Guarch worked in London, England, as Vice President – Sales for the Bard Europe Division and Managing Director of Bard LTD, UK. Before 1988, Mr. Guarch worked in several sales and marketing roles for Bard’s USCI International Division in Boston, MA, which focused on the design, manufacture and sale of cardiac catheters, urological catheters and artificial arteries. Mr. Guarch also serves as director of Synergetics USA, Inc. (Nasdaq:SURG) and is a member of its compensation, nominating and governance committees. Synergetics designs, manufactures and markets instruments and equipment for ophthalmic, ENT and neuro surgery.

Mr. Henrion is President and owner of Silver Thread Farm, LLC, a thoroughbred breeding farm in La Grange, Kentucky. Prior to his involvement with Silver Thread Farm, Mr. Henrion was Executive-in-Residence at b-Catalyst, Inc. from April of 2001 to May 2002. b-Catalyst is a venture capital firm in Louisville, Kentucky that specializes in providing financing and infrastructure support for start-up companies. From 1980 to 1999, Mr. Henrion was President, Chief Executive Officer, and Director of FoodService Purchasing Cooperative, Inc. ("FSPC") in Louisville, Kentucky. FSPC provided equipment, food, packaging items, and financial services to quick-service restaurant operators including KFC, Taco Bell, Dairy Queen, and Pizza Hut. In March 1999, FSPC merged with the purchasing organization of Tricon Global Restaurants, Inc. (now Yum! Brands, Inc.) to form Unified Foodservice Purchasing Co-op (“UFPC”). Mr. Henrion served as a consultant to UFPC from March 1999 to March 2001. Mr. Henrion also serves as a director for Brinly-Hardy Company, Inc., a manufacturer and marketer of various lawn care, gardening and landscaping products.

Dr. Norman has been in the field of nursing and nursing education since beginning her career in 1969. She is currently Senior Associate Dean for Academics at the Vanderbilt University School of Nursing in Nashville, Tennessee, where she has been employed since 1991. Dr. Norman has held her current position since 2000. From 1991 to 2000, while at Vanderbilt, she served as Assistant Dean for Administration and Associate Dean of the nursing school. Prior to joining Vanderbilt, Dr. Norman held various Director, Department Chair, Professor and Instructor positions at several nursing schools, including Aquinas College, East Tennessee State University and Virginia Highlands Community College. Dr. Norman is the co-author of 24 articles in professional publications, including the Journal of Nursing Administration, Nursing Economic$ and the Journal of Professional Nursing. She is also the author or co-author of chapters or books on various nursing and patient care topics in nine books published from 1990 through 2005. She is an accomplished speaker and has delivered numerous speeches and presentations at professional conferences throughout the United States, Europe, Japan and Taiwan. She has also served in a number of consulting engagements for national and international organizations on various nursing issues.

The Audit Committee has selected Elliott Davis, LLC as the independent registered public accounting firm for the Company for its 2010 fiscal year. The Audit Committee is responsible for selecting the Company’s independent registered public accounting firm. Accordingly, shareholder approval is not required to appoint Elliott Davis, LLC as the Company’s independent registered public accounting firm for fiscal year 2010. Our Board of Directors believes, however, that submitting the appointment to the shareholders for approval is a matter of good corporate governance. Elliott Davis, LLC audited the Company’s financial statements for fiscal year 2009 and has been the Company’s independent registered public accounting firm and tax advisor since 2000.

The Audit Committee charter permits the committee to establish pre-approval policies and procedures to delegate authority to engage the independent auditors within certain parameters prescribed by the committee; however, the committee has not chosen to adopt any such policies and procedures and instead has itself approved all services of Elliott Davis, LLC prior to the beginning of each engagement. The Audit Committee did not approve any services pursuant to the de minimis exception set forth in 17 CFR 210.2-01(c)(7)(i)(C) during either of the last two fiscal years.

In the event that our shareholders fail to ratify the selection of Elliott Davis, LLC, our Audit Committee will reconsider the selection (but is not required to select a different independent registered public accounting firm). Even if the selection is ratified, our Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the fiscal year if our Audit Committee believes that such a change would be in the Company’s best interests and the best interests of our shareholders.

A Director is independent when our Board affirmatively determines that he or she has no material relationship with the Company, other than as a director. Our Board makes this determination in accordance with the standards set forth in the listing standards of the NASD and SEC rules. The Board of Directors has affirmatively determined that the following Directors are independent within the meaning of SEC rules and the listing standards of the NASD.

During the 2009 fiscal year, the Board of Directors held six meetings. Each director attended all of the board meetings and meetings of committees on which such director served. The Board has standing Audit, Compensation and Nominating Committees. The charters for these committees are posted on the Company’s website at www.spanamerica.com (select “Company” then “Investor Relations” and then the desired committee charter).

Audit Committee. The Audit Committee was comprised in fiscal year 2009 of Messrs. Dick, Grady and Lee. All members of the Audit Committee are independent within the meaning of NASD listing standards and Rule 10A-3(b) under the Securities Exchange Act of 1934. The Board has determined that Messrs. Dick and Lee are “audit committee financial experts” within the meaning of Item 407(d)(5) of Regulation S-K. The Audit Committee met four times during fiscal 2009. The Audit Committee oversees the Company’s accounting and financial reporting processes, oversees the audits of the Company’s financial statements, reviews the financial reports and other financial information provided by the Company to any governmental body or the public and reviews the Company’s systems of internal controls regarding finance, accounting, legal compliance, and ethics. Its primary duties and responsibilities are to: (i) serve as an independent and objective party to monitor the Company’s financial reporting process, audits of the Company’s financial statements, and the Company’s internal control system and (ii) appoint from time to time, evaluate, and, when appropriate, replace the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review, or attest services for the Company, determine the compensation of such “outside auditors” and the other terms of their engagement, and oversee the work of the outside auditors. The Company’s outside auditors report directly to the Audit Committee. The Audit Committee is also charged with establishing procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Compensation Committee. The Compensation Committee is comprised of Messrs. Grady, Henrion, and Johnston, all of whom are independent within the meaning of the NASD listing standards. The Compensation Committee met one time during the 2009 fiscal year. The primary function of the Compensation Committee is to assist the Board in fulfilling its oversight responsibilities relating to officer and director compensation. Its primary duties and responsibilities are to: (i) oversee the development and implementation of the compensation policies, strategies, plans, and programs for the Company’s executive officers and outside directors; (ii) review and determine the compensation of the executive officers of the Company; and (iii) oversee the selection and performance of the Company’s executive officers and succession planning for key members of the Company’s management. The Compensation Committee’s report is included below under “Compensation of Executive Officers.”

Nominating Committee. The Nominating Committee is comprised of Messrs. Dick, Guarch, and Henrion and Dr. Norman, all of whom are independent within the meaning of the NASD listing standards. The Nominating Committee met one time during the 2009 fiscal year. The primary function of the Nominating Committee is to assist the Board in fulfilling its responsibilities with respect to Board and committee membership and shareholder proposals. Its primary duties and responsibilities are to: (i) establish criteria for Board and committee membership and recommend to the Board proposed nominees for election to the Board; and (ii) make recommendations regarding proposals and nominees for director submitted by shareholders of the Company.

The Nominating Committee will consider director nominees recommended by shareholders. A shareholder who wishes to recommend a person or persons for consideration as a Company nominee for election to the Board of Directors must send a written notice by mail to Secretary, Span-America Medical Systems, Inc., 70 Commerce Center, Greenville, South Carolina 29615, by fax to 864-288-8692, or by e-mail to board@spanamerica.com that sets forth (i) the name of each person whom the shareholder recommends be considered as a nominee; (ii) a business address and telephone number for each such person (an e-mail address may also be included); and (iii) biographical information regarding such person, including the person’s employment and other relevant experience. Shareholder recommendations will be considered only if received no later than the 120th calendar day before the first anniversary of the date of the Company’s proxy statement in connection with the previous year’s annual meeting (no later than September 9, 2010 with respect to recommendations for nominees to be considered at the 2011 Annual Meeting of Shareholders). Shareholders may also make their own nominations directly (as opposed to recommending candidates for the Company to nominate) as described below under the heading “Shareholder Proposals.”

The Nominating Committee identifies potential nominees for director, other than potential nominees who are current directors whose terms of office are expiring and who are standing for re-election, through business and other contacts. The Nominating Committee may in the future choose to retain a professional search firm to identify potential nominees for director. In addition, the Nominating Committee will consider potential nominees who are recommended by shareholders.

In addition, with respect to an incumbent director whom the Nominating Committee is considering as a potential nominee for re-election, the Company’s Nominating Committee reviews and considers the incumbent director’s service to the Company during his or her term, including the number of meetings attended, level of participation, and overall contribution to the Company. The manner in which the Nominating Committee evaluates a potential nominee does not differ based on whether the potential nominee is recommended by a shareholder or the Company.

The Company did not pay any fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees for director at the 2010 Annual Meeting of Shareholders. The Company did not receive, by September 11, 2009 (the 120th calendar day before the first anniversary of the date of the proxy statement for the Company’s 2009 annual meeting of shareholders), any recommended nominee from a shareholder who beneficially owns more than 5% of the Company’s stock or from a group of shareholders who beneficially own, in the aggregate, more than 5% of the Company’s stock.

Each director of the Company who is not also an officer of the Company receives an annual fee of 1,000 shares of unregistered Common Stock plus a per-diem fee of $1,000 for each Board meeting and committee meeting attended. In addition, each non-officer director receives a fee of $500 for participating in Board or committee meetings held by telephone conference call. The Chairman of the Board receives an additional 1,000 shares of unregistered Common Stock per year (for a total of 2,000 shares) plus the same per-diem and conference call fees described above. The Chairman of the Audit Committee receives an additional 500 shares of unregistered Common Stock per year (for a total of 1,500 shares) plus the same per-diem and conference call fees described above. Stock compensation is issued to directors in accordance with the 2005 Non-Employee Director Stock Plan approved by the Company’s shareholders at the 2005 annual meeting. Directors who are also employees of the Company do not receive compensation for their service as directors.

The Board provides a process for shareholders to send communications to the Board or any of the Directors. Shareholders may send written communications to the Board or any one or more of the individual Directors by mail to Secretary, Span-America Medical Systems, Inc., 70 Commerce Center, Greenville, South Carolina 29615, by fax to 864-288-8692, or by e-mail to board@spanamerica.com. Such communications will be reviewed by our Secretary, who will remove communications relating to solicitations, junk mail, customer service concerns and the like. All other shareholder communications shall be promptly forwarded to the applicable member(s) of our board of directors or to the entire board of directors, as requested in the shareholder communication.

It is the Company’s policy that all of the Company’s directors and nominees for election as directors at the Annual Meeting attend the Annual Meeting except in cases of extraordinary circumstances. All of the nominees for election at the 2009 Annual Meeting of Shareholders and all of the other directors except Mr. Coggins attended the 2009 Annual Meeting of Shareholders. Mr. Coggins was unable to attend the 2009 Annual Meeting due to an illness. The Company expects all nominees and directors to attend the 2010 Annual Meeting of Shareholders.

Notwithstanding any statement in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, incorporating future or past filings, including this Proxy Statement, in whole or in part, the following Audit Committee Report shall not be incorporated by reference into any such filing unless the incorporation specifically lists the following Audit Committee Report.

			Company
Name	Age	Company Offices Currently Held	Officer Since

James D. Ferguson	52	President and Chief Executive Officer	1995
Robert E. Ackley	55	Vice President of Custom Products	1995
Richard C. Coggins	52	Vice President of Finance, Secretary and Chief Financial Officer	1987
Erick C. Herlong	39	Vice President of Operations	2001
James R. O’Reagan	57	Vice President of R&D and Engineering	2001
Clyde A. Shew	52	Vice President of Medical Sales and Marketing	1996
Marie Sitter	59	Vice President of Human Resources	2004
Wanda J. Totton	54	Vice President of Quality	1995

Mr. Ackley joined the Company as Materials Manager in 1987. He was named Director of Consumer Sales in 1993, Vice President of Marketing in 1995, Vice President of Consumer Sales in 1996, Vice President of Operations in 1998, and Vice President of Custom Products in 2000. Prior to joining the Company, Mr. Ackley worked in various operations management roles for Almay Cosmetics in North Carolina and C.B. Fleet Company in Virginia.

Mr. Herlong joined Span-America in 1995 as Packaging Engineer. He became Production Manager in 1998 and Plant Manager in 2000. He was named Director of Operations in May 2001 and Vice President of Operations in December 2008. Before joining Span-America, Mr. Herlong worked for Dixie-Narco, a division of Maytag Corporation, an appliance manufacturer, for two years in the positions of Technical Services Representative and Materials Management Specialist. Mr. Herlong graduated from Clemson University in 1993 with a B.S. degree in Packaging Science.

Mr. O’Reagan joined the Company in August 2001 as Vice President of R&D and Engineering. From 1982 until 2001, Mr. O’Reagan worked for C.B. Fleet Company in Virginia. While at Fleet, he served in various positions including Director of Engineering, Director of Operations, Director of Global Operations Planning and Engineering, and Director of Latin America and Global Manufacturing Planning. Mr. O’Reagan holds B.S. and M.S. degrees in Mechanical Engineering from the University of Virginia.

Mr. Shew joined the Company as Director of Corporate Accounts in May 1996. He was promoted to Vice President of Medical Sales in October 1996 and Vice President of Medical Sales and Marketing in February 1998. From 1984 to 1996, Mr. Shew worked in various sales and marketing roles for Professional Medical Products, Inc. in Greenwood, South Carolina. His final position there was Director of Corporate Accounts, where he was responsible for contracting with multi-facility health care organizations in the United States. Professional Medical Products was a manufacturer and distributor of various health care products.

The compensation of our executive officers is proposed by the Compensation Committee of our Board of Directors to the full Board and approved by resolution of the full Board. Thomas F. Grady, Jr., Thomas D. Henrion and Robert B. Johnston constituted the Compensation Committee in fiscal year 2009, and they continue to serve as the committee in fiscal year 2010. Each member of the Compensation Committee is a non-employee director determined by the Board to be independent within the meaning of NASD listing standards. As requested by the Compensation Committee, our chief executive officer, Mr. Ferguson, presents individual performance review summaries, proposed annual salary adjustments and option grant recommendations for the other executive officers to the members of the committee. The committee reviews the information and either approves the recommendation or makes changes at the committee’s discretion. The committee makes its own assessment of Mr. Ferguson based on the Company’s financial performance, his compensation compared to comparable CEOs, the components of his compensation and his total compensation level. The committee chairman then presents the committee’s recommendation to the full Board for discussion and approval.

The executive officers’ overall compensation is intended to be consistent with the compensation paid to executives of companies similar in size and character to the Company, provided that the Company’s performance warrants the compensation being paid. In determining the appropriate mix of compensation, the Compensation Committee has utilized a combination of salary, cash bonuses, equity compensation and benefits. The committee has also attempted to maintain an appropriate relationship between the compensation of the executive officers and their relative levels of responsibility within the Company.

The Compensation Committee does not maintain formal, written executive compensation policies. The committee engaged a consultant in 2002 as described below under “Benchmarking” and has generally continued to follow guidance received in 2002 from that consultant. Except to the extent described under “Benchmarking” and “Base Salary” below, the committee has not relied on formulas or specific analysis in determining levels and mixes of compensation but rather has relied on its members’ subjective but reasonable, good faith judgment based on their years of experience both with the Company and with other companies they have been involved with in their professional careers. To some degree, the structure of the Company’s executive compensation reflects long-standing historical tradition that the Compensation Committee and the Board believe, based on their professional experience, has served the Company well. Consequently, the Compensation Committee and the Board have not sought to revisit sound prior decisions. The discussions below under the headings “Incentive Compensation – Fiscal Year 2009 Bonuses,” “Incentive Compensation – Extraordinary Bonuses,” “Incentive Compensation – Fiscal Year 2007 Bonuses” and “Equity Compensation – Option Grants in Fiscal Year 2009” demonstrate how this subjective process resulted in specific compensation decisions.

In 2002, the Compensation Committee retained the human resources and compensation advisory firm Mercer, LLC (“Mercer”) to assist the committee in structuring the Company’s executive compensation policies and plans, focusing on total cash compensation (base salary plus annual incentives) and long-term incentives, including stock options and restricted stock awards. Mercer reviewed and confirmed the reasonableness of the Company’s salary administration system. Under this system, management assigns a particular job grade level to each Company employee, including the Named Officers, using a quantitative scoring system which considers various factors under the major categories of job demands, knowledge, job content and level of responsibility. Management then assigns a salary range to each job grade level. Management used input from Mercer in assigning salary ranges in 2002, and at Mercer’s suggestion, has periodically updated the salary ranges for changes in cost of living since 2002. The structure of the salary administration system is reviewed periodically and approved by the committee. Any material change in the Company’s salary administration system in between reviews must also be approved by the committee. There have been no material changes in the salary administration system since 2002 other than cost of living adjustments.

Mercer evaluated the base salary and incentive compensation of the Company’s executive officers and selected jobs from each job grade level by comparing Company information to published compensation survey data from companies in the non-durable goods manufacturing segment with annual revenues similar to those of the Company (approximately $35 million at the time of the study). The survey data included information on job duties, base salary and total cash compensation at the 25th, 50th and 75th percentiles, adjusted where appropriate for the geographic differential in Greenville, South Carolina. Mercer also compared the Company’s one and three-year financial performance to a different peer group of 12 publicly traded manufacturing companies identified by management and Mercer as being comparable to the Company. This analysis served as a basis to evaluate the correlation between Company performance and compensation. Mercer and the committee generally considered compensation to be within the market competitive range if total cash compensation was within 80-120% of the market 50th percentile.

Neither peer group used by Mercer for its analysis is the same as the peer group used in the Company’s Performance Graph included in Item 5 of the Company’s Annual Report on Form 10-K. For the Performance Graph, the Company has historically used a peer group consisting of publicly traded companies with the SIC code of 3842, which includes manufacturers of medical products and supplies. We chose not to design a custom peer group because there would be few if any directly comparable companies as we have separate competitors in the medical, consumer and industrial businesses and we are not aware of another single competitor with a similar mix of products or businesses. Several of our closest competitors in the medical and consumer businesses are privately held with no or limited data available. Other competitors are so much larger than the Company that we believe they are not comparable to us, particularly with regard to compensation. The SIC code 3842 peer group in the 2003 proxy statement contained 46 companies. Mercer selected peer groups from its own “off-the-shelf” data at the request of the Company rather than collecting new “custom-made” data for the SIC code 3842 group to reduce the expense of Mercer’s engagement. Mercer advised us that they selected their peer group companies by revenue size within the industry because executive market values are strongly correlated with company revenues.

Generally each year, our CEO, Mr. Ferguson, and the Company’s human resources personnel determine a base salary adjustment level for an employee who is an average performer based primarily on the annual change in the cost of living and also on Company performance based on several measures including but not limited to the Company’s operating income, net income, sales growth, return on equity and return on assets. Individual employees are given higher or lower raises (or no raise for low-performers) based on individual performance and where their pre-raise salary falls within the salary range for their job grade level under the salary administration system described above. Mr. Ferguson provides the Compensation Committee with his assessment of the performance of senior employees including the executive officers other than himself and his recommended salary changes, if any. The Compensation Committee then considers and approves or alters Mr. Ferguson’s recommendations and makes its own recommendation to the full Board for approval. The Compensation Committee uses a similar process, but without any recommendation from Mr. Ferguson, for determining the amount of base salary for Mr. Ferguson it will recommend to the Board. Each executive officer’s base salary has been revised annually since 2002 on the anniversary date of his or her last performance review, which historically has been on December 1st for all executive officers, based generally on this procedure.

The Management Bonus Plan. The Compensation Committee believes that a significant portion of the executive officers’ compensation should be based on individual and corporate performance. The principal means through which the Company ties compensation to performance is through the Company’s Management Bonus Plan (the “Bonus Plan”). Participants in the Bonus Plan include the Company’s executive officers and senior management, including all of the Named Officers. The Bonus Plan requires that, prior to the beginning of each fiscal year, the Board of Directors approve the Company’s operating plan, which contains financial projections for the coming year. The operating plan includes an operating profit target that takes into consideration the prior year’s operating profit, current year business conditions, expectations for the coming year and the Company’s long-term growth goals. Bonus payments are determined by a formula in the Bonus Plan and are based entirely on the Company’s actual operating profit performance in relation to the planned operating profit contained in the current year operating plan. The Compensation Committee and the Board must approve the operating profit target at the beginning of the new fiscal year. Bonus payments are not based on current year operating profit results compared with prior-year levels. Consequently, it is possible to have large bonus payments in a year when the Company’s operating profit declined from prior-year levels as long as the actual operating profit exceeded the planned operating profit by a wide margin. Conversely, it is possible to have small bonus payments or no bonus payments at all in a year when the Company’s operating profit increased over prior-year levels if actual operating profit exceeded planned operating profit by a small margin or did not reach at least 80% of the planned operating profit level.

Since fiscal 2005, bonuses for each of the executive officers have been based entirely on overall Company operating profit performance. Prior to fiscal 2005 bonuses for the executive officers were based approximately 60% on overall Company operating profit performance and approximately 40% on the achievement of individual targets pertinent to the participant’s business unit or area of operations that were determined by the chief executive officer and reviewed by the Compensation Committee. Individual targets have not been assigned since fiscal 2005 because the committee and Board believed that the individual targets created potentially divisive competition among the Company’s managers and business units. In addition, it was difficult to make the individual targets equitable among managers and business units. The committee and Board believed that having all participating managers focused on the same target was a more effective incentive system than using a number of disparate targets.

The percentage of base salary each executive officer can earn is variable starting at 0% if Company operating profit performance is less than approximately 80% of target. If the Company reaches 100% of its target operating profit performance, the bonus is approximately 25% of base salary. Bonuses can be higher if Company performance exceeds operating profit targets, and there is no cap on the amount of bonus that can be earned. Historically, the largest bonuses earned by the executive officers under the plan were approximately 63.4% of base salary and resulted from the Company achieving an operating profit in excess of 155% of that year’s target. In general, achieving 80% of the Company operating profit target requires a slight improvement in operating profit over the previous year’s performance; achieving 100% of the Company target generally requires a 15% to 20% increase in operating profit compared with the prior year, and achieving 150% of the Company target requires a 60% to 70% increase in operating profit compared with the previous year. However, the Compensation Committee may adjust these percentage ranges up or down for unusual events affecting Company operations, such as the Company’s exit of the safety catheter business in 2007 or the loss of a major customer in 2009 (each as discussed in more detail below).

Under the executive compensation disclosure rules promulgated by the SEC, awards and payments under the Bonus Plan are classified as “non-equity incentive plan” awards and compensation, respectively, rather than “bonuses” for purposes of disclosure in the management compensation tables below because there is substantial uncertainty over whether the Bonus Plan targets will be achieved when they are established and the targets are communicated to management after they are established.

Fiscal Year 2009 Bonuses. Fiscal year 2009 bonus payments under the Bonus Plan were based solely on the Company’s achievement of fiscal year 2009 operating profit targets and not on 2009 operating profit performance compared with 2008 levels. The Board anticipated that operating profit in fiscal year 2009 would be substantially lower than in fiscal year 2008 because of the expected loss of sales to Hill-Rom in fiscal year 2009 (see the Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for fiscal year 2009) and because raw material costs were rising when the Company’s fiscal year 2009 operating plan was approved in November 2008. The fiscal year 2009 reduction in sales to Hill-Rom occurred almost exactly as projected; however, (i) raw material costs reversed course and began declining in January 2009, (ii) the Company was more successful than expected in acquiring new customers for both its medical and consumer products to partially offset the loss of the Hill-Rom business and (iii) the Company was very successful in reducing manufacturing costs through the implementation of lean manufacturing techniques. Consequently, the Company significantly outperformed the 2009 operating profit plan, and bonuses actually earned for fiscal year 2009 were the second largest in the history of the Bonus Plan equaling 52.4% of each executive officer’s base salary. The Company’s financial performance in fiscal year 2009 – perhaps one of the toughest economic climates in living memory – was only slightly below that of fiscal year 2008, and the Board and the Compensation Committee believe that the performance of management contributed significantly to the Company’s better-than-expected performance in fiscal year 2009. As a result of this series of events, bonus payments were higher in fiscal 2009 than in fiscal 2008 even though earnings declined slightly from fiscal 2008 levels. Conversely, bonus payments were lower in fiscal 2008 than in fiscal 2007 even though 2008 earnings (including the safety catheter segment) increased substantially over 2007 levels.

Extraordinary Bonuses. The Compensation Committee and the Board reserve the right to award discretionary bonuses outside the scope of the Bonus Plan, either in addition to or in lieu of payments under the Bonus Plan, and to adjust the targets or calculations in the Bonus Plan. Circumstances in which the committee or the Board would consider awarding such bonuses include but are not limited to situations in which the Company failed to meet targets under the Bonus Plan because of factors outside the control of the Company and management but in which the committee and the Board felt management nevertheless performed well in mitigating the adverse effects of such factors. If the committee and the Board award bonuses outside the scope of the Bonus Plan, these bonuses usually qualify as true “bonuses” under the SEC executive compensation disclosure regulations and are disclosed as bonuses in the management compensation tables below.

Fiscal Year 2007 Bonuses. In fiscal year 2007, the committee and Board determined not to deduct the safety catheter impairment charge from operating profit when calculating Bonus Plan bonuses because the committee and the Board believed that (i) the Company’s performance excluding the impairment charge was extraordinarily positive and the executive officers should be rewarded for it, (ii) most executive officers had no involvement with the safety catheter segment and thus had no control over its performance and (iii) executive officers who were involved with the safety catheter segment also had other responsibilities within the Company and contributed to the Company’s excellent performance in fiscal year 2007. Under the SEC’s regulations, the portion of each payment that would have been received under the Bonus Plan without the adjustment for the impairment charge is shown as a “non-equity incentive plan” award or compensation, as applicable, in the pertinent table below, and the excess is shown as a “bonus.”

The Board and its Compensation Committee believe that it is in the best interest of the Company and its shareholders to provide equity-based compensation to the Company’s management, key employees and non-employee directors to (i) attract and retain the highest quality people for these positions, (ii) incentivize them to maximize shareholder value and (iii) better align their compensation with the interests of the Company’s shareholders. While the Board and the committee believe that it is generally in the best interest of the Company and its shareholders to increase management’s equity ownership, the Board and the committee have not set minimum management stock ownership requirements or determined any target levels for management equity ownership.

The 1997 Stock Option Plan and Equity Compensation from 1991 to 2009. Historically, the Compensation Committee and the Board have primarily used stock options to provide equity compensation. Prior to fiscal year 2009, the Board awarded options to the Company’s management under the Company’s 1991 Stock Option Plan, which expired in 2001, and the Company’s 1997 Stock Option Plan, which expired on October 20, 2007. Generally, the Compensation Committee would ask Mr. Ferguson to propose option grants. The committee would consider and perhaps revise the grant proposal and then submit it to the full Board for approval.

The committee generally determined the number of options granted to a particular employee based primarily on the grantee’s individual performance and level of responsibility and secondarily on the Company’s performance relative to its operating and strategic plans. The committee generally did not use any specific metrics to measure overall Company performance in determining the numbers of options awarded but developed a general overall impression based on several measures including but not limited to the Company’s operating income, net income, sales growth, return on equity and return on assets. The committee also took into consideration an employee’s total outstanding options, previous option exercise activity and total Company common stock ownership. Option awards were generally intended to reward prior performance but were awarded with exercise prices equal to the market value of the underlying stock on the date of grant to also incentivize management to increase the value of the Company’s stock in the future.

The 2007 Equity Incentive Plan. Due to the pending expiration of the 1997 Stock Option Plan, the Board proposed the Company’s new 2007 Equity Incentive Plan (the “2007 Equity Plan”) at the 2007 Annual Meeting of Shareholders. The plan was approved by the Company’s shareholders at that meeting. Under the 2007 Equity Plan, the Compensation Committee has the discretion to grant restricted and non-restricted stock awards, restricted stock units, stock options and stock appreciation rights with respect to up to an aggregate of 250,000 shares of the Company’s Common Stock, of which not more than 75,000 shares may be issued pursuant to stock awards and restricted stock unit awards. Restricted stock units represent the right to receive a specified number of shares of Common Stock upon satisfaction of the vesting conditions applicable to the award. Stock appreciation rights or “SARs” generally represent the right to receive shares of Common Stock, cash or other property equal in value to the spread between the fair market value of the Common Stock on the date the SAR is exercised and the per share exercise price of the SAR multiplied by the number of shares of Common Stock subject to the SAR.

The 2000 Restricted Stock Plan. To encourage management employees to increase their ownership of the Company’s stock through their own investments, the Board adopted the Company’s 2000 Restricted Stock Plan. This plan provides that at the end of each year, the Company will award to each plan participant a number of shares of restricted stock equal to half the number of shares of Company stock the participant himself purchased during the year (excluding shares received on exercise of options) up to a maximum annual award of 5% of each participant’s annual salary. The restricted shares in each award vest at a rate of 25% per year beginning with the end of the year in which the purchases giving rise to the award occurred. All of the Company’s executive officers are participants in the 2000 Restricted Stock Plan. The plan also permits the Compensation Committee to make additional restricted stock awards subject to such restrictions and conditions as the committee may establish; however, the committee has not made any such additional awards since the plan’s inception. The plan will expire on February 2, 2010, and the committee currently does not expect to extend or replace the plan because of low historic participation.

Option Grants in Fiscal Year 2009. The Board, at the recommendation of the Compensation Committee, granted options to the Named Officers and other executive officers in fiscal year 2009 for the first time since fiscal year 2006. Options were granted on February 11, 2009 under the 2007 Equity Incentive Plan. The options have an exercise price of $9.34 per share (the average of the high and low sales prices of the Company’s Common Stock on February 11, 2009) and vest at a rate of 1,000 shares per year starting on July 1, 2009. Vesting is not conditioned on any performance criteria. The Grants of Plan Based Awards table set forth below lists the number of shares underlying options granted to each of the Named Officers.

Generally, each year, the Company’s Chief Executive Officer, Jim Ferguson, proposes option grants to the Compensation Committee. The Compensation Committee declined to grant options in fiscal years 2007 and 2008 generally because the committee felt that (i) the cash bonuses under the Bonus Plan adequately rewarded management for the Company’s operating performance in those years and (ii) awarding equity compensation in addition to such cash bonus was unwarranted, considering the Company’s overall performance in the prior year for each of those two years. The Compensation Committee decided to grant options in fiscal year 2009 because it had not made any such grants in the two prior years and because the committee felt management should receive an additional reward for the Company’s performance in fiscal year 2008. The number of options awarded to each manager is determined subjectively, taking into account the manager’s individual level of responsibility and performance for the previous year, the Company’s overall financial performance in the previous year, the manager’s total compensation level, the estimated fair value of the options as calculated in accordance with Statement of Financial Accounting Standards No. 123(R) and the number of options granted in previous years.

The Compensation Committee and the Board have not adopted a formal or informal policy regarding the adjustment or recovery of awards in the event that a restatement of the Company’s financial statements is required which would show financial results indicating that lesser bonuses, options or other incentive compensation should have been awarded with respect to the fiscal years subject to the restatement. We have not been required to restate any of our financial statements or experienced any other circumstances that would have resulted in lower incentive awards being paid or given than those actually paid or given. If we were required to restate our financial statements or otherwise adjust indicators on which performance compensation was based, the Compensation Committee and the Board would assess the circumstances and take such action as they believe legally permissible and appropriate.

The Company has adopted certain broad-based employee benefit plans in which the Named Officers participate. Benefits under these plans are not included in the compensation tables set forth below except to the extent detailed in Note 4 to the Summary Compensation Table. The Company has adopted executive officer life insurance plans that are not broadly available to other employees, and the premiums paid by the Company under these plans for the Named Officers are included in the Summary Compensation Table and described in Note 4 to the Summary Compensation Table.

The Board and the Compensation Committee generally believe that employment agreements reduce the Company’s flexibility in employment relationships and that it is in the best interest of the Company and its shareholders for all employees, including the Company’s executive officers, to be employed on an at-will basis without employment agreements. However, as an exception to this general rule, the Company has entered into severance protection agreements with each of the executive officers. Each agreement generally provides the executive officer with a lump-sum cash payment equal to either 210% (for Mr. Ferguson and Mr. Coggins) or 110% (for the other executive officers) of his or her annual compensation in the event he or she is terminated without cause following a change in control of the Company. The agreements are described in more detail below under the heading “Potential Payments Upon Termination or Change in Control – Severance Protection Agreements.”

The Board believes that its executive officers are likely to be approached from time to time by potential acquirers of the Company and believes the severance protection provided to its executive officers – who are the most vulnerable to losing their employment in connection with a change of control of the Company – will align their interests with the interests of the Company’s shareholders in situations where a change-of-control is possible by (i) encouraging them to bring contacts from potential acquirers to the attention of the Board to assist the Board in maximizing shareholder value, (ii) keeping them committed to running the Company day-to-day and (iii) increasing their support for any strategic transaction that would be beneficial to shareholders. The Board believes that Mr. Ferguson, our President and CEO, and Mr. Coggins, our Vice President and CFO, are the most vulnerable to being replaced following a change in control; therefore, their severance payments were set at a larger percentage of their annual compensation.

Section 162(m) of the Internal Revenue Code. Section 162(m) of the Internal Revenue Code (“Section 162(m)”) generally denies a corporate income tax deduction for annual compensation in excess of $1,000,000 paid to any of the Named Officers. Certain types of compensation, including performance-based compensation, are generally excluded from this deduction limit. Historically, the total annual compensation of each of the Company’s executive officers, including the President and CEO, has been substantially less than $1,000,000, so the effects of Section 162(m) have not been a significant consideration in determining executive compensation.

Section 409A of the Internal Revenue Code. Section 409A of the Internal Revenue Code generally imposes an excise tax on deferred compensation paid to employees that is not structured to comply with the requirements of Section 409A, which are complex. Section 409A imposes excise tax liability on the employee rather than the employer. However, because the Compensation Committee and the Board believe it would provide a disincentive to employees that would be contrary to the interests of the Company and its shareholders if Company employees had to pay such excise taxes on any deferred compensation they receive from the Company, the Compensation Committee and the Board seek to structure all deferred compensation arrangements so as to avoid the excise tax.

Raises for fiscal 2010 were determined using the process described above under the heading “Base Salary.” Specific raise amounts for each manager were determined subjectively taking into consideration the manager’s individual performance for the previous year, the Company’s overall financial performance for the previous year, the current estimated level of inflation and where the manager’s pre-raise salary falls within the salary range for his or her job level in accordance with the salary administration system as described above. The Board, on the recommendation of the Compensation Committee, has also set the bonus targets and amounts for the Named Officers under the Bonus Plan for fiscal year 2010 using the procedure described above under the heading “Incentive Compensation – The Management Bonus Plan.” Bonuses will be based solely on the Company’s achievement of operating profit targets.

Notwithstanding any statement in any of the Company’s previous or future filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, incorporating future or past filings, including this Proxy Statement, in whole or in part, the following Compensation Committee Report shall not be incorporated by reference into any such filing other than the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009 unless the incorporation specifically lists the following Compensation Committee Report.

The Compensation Committee has reviewed and discussed with the Company’s management the Compensation Discussion and Analysis included in this proxy statement. As a result, the Compensation Committee believes the Compensation Discussion and Analysis represents the intent and actions of the Compensation Committee and the Board with regard to executive compensation and has recommended to the Board of Directors that it be included in this proxy statement for filing with the SEC.

Name and Principal Position	Year	Salary ($)		Bonus ($) (1)		Stock Awards ($) (2)		Option Awards ($)(3)		Non- Equity Incentive Plan Compen- sation ($) (1)		All Other Compen- sation ($) (4)		Total ($)

James D. Ferguson	2009	$	290,714	$	-	$	3,880	$	10,102	$	153,394	$	8,134	$	466,224
President & Chief Executive Officer	2008		280,862		-		1,410		-		24,856		9,239		316,367
	2007		263,377		102,454		2,386		-		66,481		7,122		441,820

Richard C. Coggins	2009		187,083		-		-		8,418		98,715		4,727		298,943
VP & Chief Financial Officer	2008		181,114		-		-		-		15,991		7,258		204,363
	2007		170,134		65,890		-		-		42,755		8,043		286,822

Robert E. Ackley	2009		168,875		-		-		6,694		89,122		3,673		268,364
VP - Custom Products	2008		163,790		-		-		-		14,423		7,073		185,286
	2007		156,250		60,223		-		-		39,078		7,680		263,231

James R. O’Reagan	2009		157,358		-		1,438		6,694		83,027		5,637		254,154
VP - R&D and Engineering	2008		151,393		-		1,438		-		13,453		7,907		174,191
	2007		146,062		56,391		1,529		-		36,591		6,273		246,846

Clyde A. Shew	2009		196,333		-		-		8,418		103,434		5,711		313,896
VP - Medical Sales & Marketing	2008		191,446		-		-		-		16,919		8,509		216,874
	2007		179,792		69,732		-		-		45,248		8,440		303,212

(1)

Payments made for fiscal years 2009 and 2008 under the Company’s Management Bonus Plan in accordance with the operating income targets set when awards were made at the beginning of those fiscal years are shown in the “Non-Equity Incentive Plan Compensation” column above. For fiscal year 2007, portions of payments made under the Management Bonus Plan in accordance with the operating income targets set when awards were made at the beginning of fiscal year 2007 are shown in the “Non-Equity Incentive Plan Compensation” column above. After the conclusion of fiscal year 2007, the Compensation Committee and the Board determined to exclude the impairment charge related to the safety catheter segment for purposes of determining the level of achievement of Bonus Plan operating income targets in fiscal year 2007, resulting in higher payments. The additional amounts paid as a result of this adjustment are shown in the “Bonus” column above. See “Compensation Discussion and Analysis – Incentive Compensation – Fiscal Year 2007 Bonuses” above.

(2)

Awards were made pursuant to the Company’s 2000 Restricted Stock Plan. As provided by the plan, the number of shares awarded equals half of the number of shares purchased by the recipient in the open market (excluding the exercise of stock options) during the plan year for that award. The value of each award equals the number of shares awarded under the plan multiplied by the per share purchase price of the Company’s Common Stock paid by the Named Officer in the purchase that entitled him to receive the plan shares. The amount shown in the table is the value of the portion of the award that vested in the applicable year. Each award vests at a rate of 25% of the restricted shares per year beginning on the last day of the plan year to which the award pertains. Once shares vest, they are no longer restricted within the meaning of the plan. Dividends are not paid or accrued on non-vested shares.

(3)

The fair value of each option award is estimated on the grant date in accordance with Statement of Financial Accounting Standards No. 123(R). Fair value was calculated using the Black-Scholes options pricing model and the assumptions shown in “Note 1. Significant Accounting Policies – Stock-Based Compensation” in the Notes to Financial Statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2009.

(4)

All other compensation includes (i) contributions to the Company’s 401(k) plan by the Company on behalf of the Named Officers to match pre-tax deferral contributions from the Named Officers, all of which are vested, (ii) life insurance premiums for both the term and non-term portions of the premium paid by the Company on behalf of the Named Officers, (iii) payments to cover Medicare income tax liabilities incurred by the Named Officers in connection with the exercise of stock options and the vesting of restricted stock awards and (iv) in the case of Mr. Ferguson, payment for tax return preparation services, all as set forth in the following table.

Name	Year		401(k)	Life Insurance		Medicare Taxes on Options and Restricted Stock		Tax Return Preparation		Total

James D. Ferguson	2009	$	6,107	$	1,130	$	72	$	825	$	8,134
	2008		7,447		1,145		22		625		9,239
	2007		3,333		1,145		1,969		675		7,122

Richard C. Coggins	2009		3,931		796		-		-		4,727
	2008		6,447		811		-		-		7,258
	2007		5,534		811		1,698		-		8,043

Robert E. Ackley	2009		2,744		929		-		-		3,673
	2008		6,129		944		-		-		7,073
	2007		5,112		944		1,624		-		7,680

James R. O’Reagan	2009		3,852		1,761		24		-		5,637
	2008		6,109		1,776		22		-		7,907
	2007		4,463		1,776		34		-		6,273

Clyde A. Shew	2009		4,122		1,589		-		-		5,711
	2008		6,905		1,604		-		-		8,509
	2007		5,223		1,604		1,613		-		8,440

All Other

Option

Exer-

Stock

Awards:

cise or

Grant

Awards:

Number

Base

Date Fair

Estimated Future Payouts

Number

of Secu-

Price

Value of

Under Non-Equity

of Shares

rities

Stock and

Incentive Plan Awards

of Stock

Underly-

Option

Name

Grant

Date (1)

Threshold

($)

Target

($)(2)

Maximum

($)

or Units

(#) (3)

ing Options

(#)

Awards

($/Sh)

Awards
(4)

James D. Ferguson

Restricted Stock

01/26/09

1,000

10,660

Bonus Plan

11/05/08

73,150

)

Equity Plan Option

02/11/09

3,000

9.34

10,102

Richard C. Coggins

Bonus Plan

11/05/08

47,075

)

Equity Plan Option

02/11/09

2,500

9.34

8,418

Robert E. Ackley

Bonus Plan

11/05/08

42,500

)

Equity Plan Option

02/11/09

2,000

9.34

6,694

James R. O’Reagan

Bonus Plan

11/05/08

39,594

)

Equity Plan Option

02/11/09

2,000

9.34

6,694

Clyde A. Shew

Bonus Plan

11/05/08

49,325

)

Equity Plan Option

02/11/09

2,500

9.34

8,418

(2)

Bonuses for fiscal year 2009 were based on the Company’s achievement of operating profit performance in relation to its operating plan. The target amount shown in the table above for each Named Officer equals 25% of the Named Officer’s base salary on the date of his fiscal 2009 salary review, which was December 1, 2008. Under the bonus plan formula, there is no cap on the maximum bonus that can be earned in a fiscal year. Historically, the largest bonuses ever earned were 63.4% of each Named Officer’s base salary. Actual bonus payouts for fiscal year 2009 were 52.4% of each Named Officer’s base salary and are shown in the Summary Compensation Table above. For additional information on the bonus plan, see the discussion above in the Compensation Discussion and Analysis under the heading “Incentive Compensation – The Management Bonus Plan.”

		Option Awards							Stock Awards
											Market
									Number		Value of
		Number of		Number of					of Shares		Shares or
		Securities		Securities					or Units		Units of
		Underlying		Underlying					of Stock		Stock
		Unexercised		Unexercised					That Have		That Have
		Options		Options		Option		Option	Not		Not
	Grant		(#)		(#)(1)	Exercise		Expiration	Vested		Vested
Name	Date	Exercisable		Unexercisable		Price		Date		(#)(2)	($)

Ferguson	02/02/00		6,455		-	$	2.75	02/02/10
	01/31/01		7,751		-		4.20	01/31/11
	02/01/02		5,164		-		4.30	02/01/12
	02/14/03		6,458		-		6.18	02/14/13
	02/11/04		4,519		-		10.52	02/11/14
	02/10/05		4,519		-		9.18	02/10/15
	08/07/06		3,551		-		9.67	08/07/16
	02/11/09		1,000		2,000		9.34	02/11/19
	12/18/07									250	$	3,383
	01/26/09									750		10,148
Sub-total			39,417		2,000					1,000	$	13,531

Coggins	02/02/00		5,164		-		2.75	02/02/10
	01/31/01		6,459		-		4.20	01/31/11
	02/01/02		3,873		-		4.30	02/01/12
	02/14/03		3,875		-		6.18	02/14/13
	02/11/04		2,582		-		10.52	02/11/14
	02/10/05		2,582		-		9.18	02/10/15
	08/07/06		2,583		-		9.67	08/07/16
	02/11/09		1,000		1,500		9.34	02/11/19
Sub-total			28,118		1,500

Ackley	01/31/01		5,167		-		4.20	01/31/11
	02/01/02		2,582		-		4.30	02/01/12
	02/14/03		3,229		-		6.18	02/14/13
	02/11/04		2,582		-		10.52	02/11/14
	02/10/05		2,582		-		9.18	02/10/15
	08/07/06		2,583		-		9.67	08/07/16
	02/11/09		1,000		1,000		9.34	02/11/19
Sub-total			19,725		1,000

		Option Awards							Stock Awards
											Market
									Number		Value of
		Number of		Number of					of Shares		Shares or
		Securities		Securities					or Units		Units of
		Underlying		Underlying					of Stock		Stock
		Unexercised		Unexercised					That Have		That Have
		Options		Options		Option		Option	Not		Not
	Grant		(#)	(#)(1)		Exercise		Expiration	Vested		Vested
Name	Date	Exercisable		Unexercisable		Price		Date		(#)(2)	($)

O’Reagan	06/21/01		12,916		-		3.81	06/21/11
	02/14/03		3,229		-		6.18	02/14/13
	02/11/04		2,582		-		10.52	02/11/14
	02/10/05		2,582		-		9.18	02/10/15
	08/07/06		2,583		-		9.67	08/07/16
	02/11/09		1,000		1,000		9.34	02/11/19
	02/04/08									250	$	3,383
Sub-total			24,892		1,000

Shew	01/31/01		5,167		-		4.20	01/31/11
	02/01/02		3,873		-		4.30	02/01/12
	02/14/03		3,875		-		6.18	02/14/13
	02/11/04		2,582		-		10.52	02/11/14
	02/10/05		2,582		-		9.18	02/10/15
	08/07/06		2,583		-		9.67	08/07/16
	02/11/09		1,000		1,500		9.34	02/11/19
Sub-total			21,662		1,500

Total			133,814		7,000

All Span-America employees, including the Named Officers, are employed at will by the Company and do not have employment agreements. The Company has entered into severance protection agreements dated July 25, 2002 with each of its Named Officers. The agreements provide for a lump sum severance payment of either 110% (for Messrs. Ackley, O’Reagan and Shew) or 210% (for Messrs. Ferguson and Coggins) of each executive’s annual compensation if the executive’s employment is terminated without cause (as defined in the agreements) within one year following a change in control. For purposes of determining the annual amount of an element of compensation that is not fixed, such as a bonus, the annual amount is deemed equal to the average of such component over the three year period immediately prior to termination. An amount equal to 10% of the Named Officer’s base salary at the rate in effect immediately prior to the change in control is deemed to be the value of lost benefits. The agreements also provide for vesting of the executives’ then outstanding options and restricted stock following such termination. The agreements have a rolling term of one year (except for Mr. Ferguson’s and Mr. Coggins’ agreements, which have two-year terms) that automatically extend each day for an additional day without any action by either party. Either party to an agreement may terminate the agreement by written notice to the other. Upon such notice, the agreement will cease to extend automatically and will be terminated one year from the notice date (two years for Mr. Ferguson’s and Mr. Coggins’ agreements).

Under the severance agreements, “change in control” is generally defined as (i) the acquisition by any person of securities representing 35% or more of the combined voting power of the Company’s outstanding voting securities; (ii) during any period of up to two consecutive years, individuals who, at the beginning of such period, constitute the Board, or whose nomination as directors was approved by two-thirds of such persons or successors to such directors who were previously so approved, cease for any reason to constitute a majority of the Board; (iii) the stockholders of the Company approve a merger or consolidation of the Company with any corporation other than (A) a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to the merger or consolidation continuing to represent at least 51% of the voting power of the surviving entity, (B) a merger or consolidation effected to implement a recapitalization of the Company that meets certain conditions or (C) a plan of complete liquidation of the Company or a sale of substantially all of the Company’s assets; or (iv) the occurrence of any other event that the Board determines affects control of the Company and with respect to which the Board adopts a resolution that such event constitutes a change in control for purposes of the severance agreements.

The severance agreements contain a “golden parachute savings clause” that generally provides that if the Company’s independent accountants determine that severance payments under the agreements would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code, then the payments will be reduced to the point that they do not constitute “excess parachute payments.” The agreements also provide that the Company must indemnify the Named Officer against any penalties or excise taxes the Named Officer might incur if the payments do cause a “parachute payment” within the meaning of Section 280G(b)(2) of the Internal Revenue Code. The agreements provide that if a Named Officer becomes entitled to receive severance payments in connection with any change in control, then any non-compete agreement between the Named Officer and the Company terminates. The agreements also require the Company to pay reasonable accountant’s, attorney’s and actuary’s fees incurred by a Named Officer in confirming his or her rights under his or her agreement, in enforcing those rights and in responding to a tax audit related to payment of benefits under his or her agreement.

													Life
	Accrued												Insurance
	Compen-		Annual Compensation				Lost		Option				Death
Name	sation (1)		Salary		Bonus		Benefits		Vesting (2)		Total		Benefit

Ferguson	$	153,394	$	585,180	$	231,457	$	29,259	$	7,800	$	1,007,090	$	95,351
Coggins		98,715		376,600		148,901		18,830		5,850		648,896		98,016
Ackley		89,122		170,000		67,615		17,000		3,900		347,637		98,365
O’Reagan		83,027		158,375		63,154		15,838		3,900		324,294		94,178
Shew		103,434		197,300		78,444		19,730		5,850		404,758		92,248

Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
	(a)(1)		(b)		(c)(2)
Equity compensation plans approved by security holders (1)		211,336	$	6.83		331,381

Equity compensation plans not approved by security holders		0		0		0
Total		211,336	$	6.83		331,381

(2)

Includes (a) 86,381 shares available for issuance under the 2000 Restricted Stock Plan, which will expire on February 2, 2010, (b) 17,500 shares available for issuance under the 2005 Non-Employee Director Stock Plan, which expired on December 31, 2009 and (c) 227,500 shares available for issuance under the 2007 Equity Incentive Plan. Excluding the securities available for issuance as of October 3, 2009 under the 2005 Non-Employee Director Stock Plan, which are no longer available for issuance because of the expiration of the plan on December 31, 2009, the number in column (c) would be 313,881.

The information set forth below is furnished as of the Record Date, with respect to Common Stock owned beneficially or of record by (i) persons known to the Company to be the beneficial owners of more than 5% of the Common Stock as of the Record Date, (ii) each of the directors and nominees individually, (iii) each of the Named Officers included in the compensation table, and (iv) all directors and executive officers as a group. Unless otherwise noted, each person has sole voting and investment power with respect to such person’s shares shown in the table. All share amounts in the table include shares which are not outstanding but which are the subject of options exercisable in the 60 days following the Record Date. All percentages are calculated based on the total number of outstanding shares, plus the number of shares for the particular person or group which are not outstanding but which are the subject of options exercisable in the 60 days following the Record Date.

	Amount/Nature
Name and Address	of Beneficial			Percent
of Beneficial Owner	Ownership			of class

Beneficial Owners of More Than 5% of the Company’s Common Stock (Continued)

Thomas D. Henrion		160,144	(2)		5.9	%
1309 Park Shore Road
La Grange, KY 40031

Douglas E. Kennemore, M.D.		159,810	(3)		5.9	%
117 Rockingham Rd.
Greenville, SC 29607

Santa Monica Partners, LP		150,432	(4)		5.5	%
1865 Palmer Avenue
Larchmont, NY 10538

Directors and Nominees

Richard C. Coggins		69,866	(5)		2.5	%
Robert H. Dick		20,000	(6)		*
James D. Ferguson		96,061	(7)		3.5	%
Thomas F. Grady, Jr.		40,595			1.5	%
Guy R. Guarch		9,000			*
Thomas D. Henrion		160,144	(2)		5.9	%
Robert B. Johnston		214,800	(8)		7.9	%
Dan R. Lee		3,000			*
Linda Norman		4,000			*

Named Officers

James D. Ferguson		96,061	(7)		3.5	%
Robert E. Ackley		25,993	(9)		1.0	%
Richard C. Coggins		69,866	(5)		2.5	%
James R. O’Reagan		29,442	(10)		1.1	%
Clyde A. Shew		40,619	(11)		1.5	%

Directors and Executive Officers as a Group

All Directors and Executive		768,977	(12)		26.6	%
Officers of the Company as a
Group (15 persons)

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities to file with the Securities and Exchange Commission (the “SEC”) initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Executive officers, directors and greater than 10% beneficial owners of the Company’s Common Stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file. Based solely on a review of the copies of such reports furnished to the Company and representations that no other reports were required during the 2009 fiscal year, the Company believes that all of its executive officers and directors and all beneficial owners of more than 10% of the Company’s Common Stock of which the Company is aware filed the required reports on a timely basis under Section 16(a) except for Messrs. Ferguson and O’Reagan who were late in filing Form 4’s in connection with stock that vested on October 3, 2009 pursuant to the Company’s 2000 Restricted Stock Plan.

The Company does not have policies or procedures as contemplated in Item 404(b) of Regulation S-K for the review, approval or ratification of related party transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K because the Company has not had any such transactions in reasonably recent history and does not anticipate any such transactions being proposed in the foreseeable future. If any such transaction is proposed in the future, the Board would expect to adopt appropriate policies and procedures at that time.

Proposals by shareholders for consideration at the 2011 Annual Meeting of Shareholders must be received at the Company’s offices at 70 Commerce Center, Greenville, South Carolina 29615 no later than September 9, 2010 if any such proposal is to be eligible for inclusion in the Company’s proxy materials for its 2011 Annual Meeting of Shareholders. Under the regulations of the Securities and Exchange Commission, the Company is not required to include shareholder proposals in its proxy materials unless certain other conditions specified in those regulations are satisfied.

If shareholders wish to nominate their own candidates for director (as opposed to recommending candidates to be nominated by the Company as described above under the heading “Corporate Governance – Director Nominating Process”), shareholder nominations for directors at the 2011 Annual Meeting of Shareholders must be submitted to the Company in proper written form (as provided in the Company’s bylaws) and must be received by the Secretary of the Company at the above address no later than the close of business on the 30th day prior to the date of the 2011 Annual Meeting and no earlier than the close of business on the 60th day prior to the date of the 2011 Annual Meeting. Other shareholder proposals to be brought before the 2011 Annual Meeting of Shareholders must be submitted to the Company in proper written form (as provided in the Company’s bylaws) and must be received by the Secretary of the Company at the above address no later than the close of business on December 14, 2010 and no earlier than the close of business on November 12, 2010 if any such proposals are to be eligible to be brought up and considered at the annual meeting.

The Company will bear the cost of this proxy solicitation, including the cost of preparing, handling, printing and mailing these Proxy Materials. Employees and officers will be reimbursed for any actual out-of-pocket expenses they incur in connection with the solicitation. Proxies will be solicited principally by mail but may also be solicited by telephone or through personal solicitation conducted by regular employees of the Company without additional compensation. The Company has also engaged Corporate Communications, Inc., in Nashville, Tennessee, to assist in investor relations activities, including distributing shareholder information and contacting brokerage houses, custodians, nominees and fiduciaries, for a fee of approximately $5,000 plus reimbursement of reasonable out-of-pocket expenses.

The Company’s 2009 Annual Report on Form 10-K containing financial statements reflecting the financial position and results of operations of the Company for the fiscal year ended October 3, 2009, but excluding exhibits, is being mailed to shareholders with these Proxy Materials. The Company will provide without charge to any shareholder of record as of December 16, 2009, and to each person to whom these Proxy Materials are delivered in connection with the Annual Meeting, who so requests in writing, a copy of such Annual Report on Form 10-K including all exhibits thereto. Any such request should be directed to Span-America Medical Systems, Inc., P.O. Box 5231, Greenville, South Carolina 29606-5231 Attention: Richard C. Coggins, or by email to rcoggins@spanamerica.com.

Description	Fiscal 2009			Fiscal 2008

Audit fees	$	65,000		$	65,000
Audit-related fees		9,500	(1)		9,000	(1)
Tax fees		12,900	(2)		12,200	(2)
All other fees		1,200	(3)		3,200	(3)
Total fees for all services	$	88,600		$	89,400

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Total ($)
Robert H. Dick	$	8,000	$	13,043	$	21,043
Thomas F. Grady, Jr.		8,500		8,695		17,195
Guy R. Guarch		6,000		8,695		14,695
Thomas D. Henrion		6,500		17,390		23,890
Robert B. Johnston		6,500		8,695		15,195
Linda D. Norman		6,000		8,695		14,695
Dan R. Lee		8,000		8,695		16,695

	By Order of the Board of Directors,

	/s/ Richard C. Coggins

	Richard C. Coggins
	Secretary

Name	FY 2010 Base Salary
James D. Ferguson	$	297,000
Richard C. Coggins		191,300
Robert E. Ackley		173,400
James R. O’Reagan		160,775
Clyde A. Shew		200,300

	The Compensation Committee

	Thomas F. Grady, Jr.
	Thomas D. Henrion
	Robert B. Johnston

	Stock Awards
Name	Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($) (1)

James D. Ferguson		375	$	4,965
Richard C. Coggins		-		-
Robert E. Ackley		-		-
James R. O’Reagan		125		1,655
Clyde A. Shew		-		-

	By Order of the Board of Directors

	/s/ Richard C. Coggins

	Richard C. Coggins
	Secretary