UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended June 30, 2009
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 001-34426
 Astrotech Corporation
  Washington
    
    91-1273737(State or other jurisdiction of
    
    (I.R.S. EmployerIncorporation or organization)
    
    Identification No.)
 401 Congress Ave. Suite 1650
Austin, Texas 78701
 (512) 485-9530
 Securities registered pursuant to Section 12(b) of the Act:
 Title of each class
    
    Name of each exchangeon which registeredCommon Stock
    
    NASDAQ Capital Market(no par value)
 Securities registered pursuant to section 12(g) of the Act: None
 YES o NO þ
 YES o NO þ
 þ o
 YES o NO o
 o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 o þ




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##### 



EXPLANATORY NOTE
    2




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##### 



PART III
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
   Age as ofOctober 1,
    
    
    DirectorCurrent Directors
    
    Principal Occupation

    
    2009
    
    
    SinceThomas B. Pickens, III
    
    Chairman and Chief Executive Officer of Astrotech Corporation
    
    
    52
    
    
    
    2004Mark Adams*
    
    Founder, President and CEO, Advocate MD Financial Group, Inc.
    
    
    48
    
    
    
    2007General (Ret.) Lance W. Lord
    
    Chief Executive Officer, Astrotech Space Operations; CEO, Lance Lord and Associates, LLC
    
    
    63
    
    
    
    2008John A. Oliva*
    
    Managing Principal, Capital City Advisors, Inc.
    
    
    54
    
    
    
    2008William F. Readdy*
    
    Founder, Discovery Partners, International LLC
    
    
    58
    
    
    
    2008Sha-Chelle Devlin Manning*
    
    Managing Director, Nanoholdings LLC
    
    
    41
    
    
    
    2009
 *
    
    Indicates an independent director Current Directors
 Thomas B. Pickens, III
   3




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##### 



Mark Adams
  General (Ret.) Lance W. Lord
   John A. Oliva
   William F. Readdy
    4




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##### 



Atlantis Mir
 Columbia
  Sha-Chelle Devlin Manning
   Executive Officers and Key Employees of the Company who are Not Directors
  WithCompanyName
    
    Position(s)
    
    Age
    
    
    SinceJohn M. Porter
    
    Senior Vice President, Chief Financial Officer and Secretary
    
    
    37
    
    
    
    2008James D. Royston
    
    President
    
    
    45
    
    
    
    2000Don M. White
    
    Senior Vice President, GM of Astrotech Space Operations
    
    
    46
    
    
    
    2005
  John M. Porter
   5




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##### 



James D. Royston
  Don M. White
   Operations of the Board of Directors
 Director Nomination Process
    6




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##### 




    
    the candidates independence;
 
    
    the candidates depth of business experience;
 
    
    the candidates availability to serve;
 
    
    the candidates integrity and personal and professional ethics;
 
    
    the balance of the business experience on the Board as a whole; and
 
    
    the need for specific expertise on the Board.
  Committees of the Board of Directors
    The Corporate Governance and Nominating Committee
   7




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##### 



The Audit Committee
   The Compensation Committee
  The Executive Committee
  Code of Ethics and Business Conduct
  Section 16(a) Beneficial Ownership Reporting Compliance
   8




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##### 



Item 11.
    
    Executive Compensation
 Compensation Discussion and Analysis
 Overview
   Guiding Principles
  
    
    Establish target compensation levels that are competitive within the industries and the
markets in which we compete for executive talent;
 
    
    Structure executive compensation so that our executives share in Astrotechs successes and
failures by correlating compensation with target levels based upon business performance;
 
    
    Link pay to performance by making a percentage of total executive compensation variable, or
at risk, through an annual determination of performance-based incentive compensation;
 
    
    Align a portion of executive pay with shareholder interests through equity awards; and
 
    
    Maintain a company-wide entrepreneurial atmosphere by minimizing special executive only
benefits or prerequisites.
 Operation of the Compensation Committee
   The Compensation Program
  
    
    Base salary;
 
    
    Short-term cash incentives;
 
    
    Long-term performance-based and other equity awards; and
 
    
    Other benefits.
  9




---



##### 



Executive Compensation through the Companys Restructuring and Transition Period
  Other Considerations in Determining Executive Compensation
  Role of the Compensation Committee and CEO in Determining Executive Compensation
  Base Salary
    10




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##### 



Short-term Cash Incentives
   
    
    Individual Performance  A Payout Percentage of up to 33% of the individuals total
bonus is based upon the officer or employees performance of his job responsibilities and
achievement of individual goals as determined through the annual performance review process.
 
    
    Business Unit Performance  A Payout Percentage of up to 33% of the individuals
total bonus is to be awarded based upon financial performance of the officer or employees
Business Unit based upon net income, relative to the approved budget for the fiscal year.
 
    
    Corporate Performance  A Payout Percentage of up to 33% of the individuals total
bonus is to be awarded based upon financial performance of the Company, as measured by
comparing the approved budget of revenue, net income and backlog to actual results for the
fiscal year.
  Long-term Non-cash Incentive Awards
    Benefits
   11




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##### 



Indemnification Agreements
  Post-Termination Compensation
    Stock Ownership Guidelines
  Tax Deductibility Policy
  Compensation Committee Interlocks and Insider Participation
  Compensation Committee Report
  
  12




---



##### 



Executive Compensation
  Summary Compensation Table
 Name and Principal
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Stock
    
    
    Option
    
    
    All OtherPosition
    
    Year
    
    
    ($)
    
    
    ($)(1)
    
    
    Awards($)(2)
    
    
    Awards ($)(3)
    
    
    Compensation ($)(4)
    
    
    Total ($)Thomas B. Pickens, III;
    
    
    2009
    
    
    
    360,000
    
    
    
    200,000
    
    
    
    847,500
    
    
    
    
    
    
    
    11,974
    
    
    
    1,419,474Chief Executive Officer
    
    
    2008
    
    
    
    360,000
    
    
    
    350,000
    
    
    
    495,000
    
    
    
    15,440
    
    
    
    10,070
    
    
    
    1,230,510John M. Porter (5);
    
    
    2009
    
    
    
    142,500
    
    
    
    100,000
    
    
    
    339,000
    
    
    
    30,040
    
    
    
    7,378
    
    
    
    618,918Chief Finance Officer
    
    
    2008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James D. Royston;
    
    
    2009
    
    
    
    210,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    813
    
    
    
    210,813President
    
    
    2008
    
    
    
    180,000
    
    
    
    
    
    
    
    90,000
    
    
    
    11,580
    
    
    
    810
    
    
    
    282,390Lance W. Lord(6);
    
    
    2009
    
    
    
    225,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    703
    
    
    
    225,703Chief Executive Officer,
Astrotech Space Operations
    
    
    2008
    
    
    
    13,462
    
    
    
    
    
    
    
    22,500
    
    
    
    13,510
    
    
    
    
    
    
    
    49,472Brian K. Harrington (7);
    
    
    2009
    
    
    
    207,692
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    85,556
    
    
    
    293,248Former Chief
Financial Officer
    
    
    2008
    
    
    
    225,000
    
    
    
    
    
    
    
    67,500
    
    
    
    7,720

    
    
    
    11,280
    
    
    
    311,500Don M. White(8);
    
    
    2009
    
    
    
    184,765
    
    
    
    92,383
    
    
    
    84,750
    
    
    
    14,160
    
    
    
    9,879
    
    
    
    385,937Sr. VP, GM of Astrotech Space
Operations
    
    
    2008
    
    
    
    147,200
    
    
    
    
    
    
    
    
    
    
    
    1,374
    
    
    
    8,022
    
    
    
    156,596
 (1)
    
    See narrative on Short-term Cash Incentives: Bonus was awarded in August 2009, for
performance in fiscal year 2009.(2)
    
    See narrative on Long-term Incentive Non-cash Awards: Includes restricted stock granted on
August 19, 2009 of 750,000 shares to Mr. Pickens, 300,000 shares to Mr. Porter and 75,000
shares to Mr. White.(3)
    
    Option awards are valued using a Black-Scholes option pricing model at the grant date.(4)
    
    See Schedule of All Other Compensationthat follows for further detail.(5)
    
    Mr. Porter began employment with Astrotech in October 2008. On an annualized basis, his
annual salary was $195,000 in fiscal 2009.(6)
    
    Mr. Lord was appointed Chief Executive Officer of Astrotech Space Operations in June 2008.
Prior to that time, Mr. Lord was a member of the Board of Directors.(7)
    
    Mr. Harrington resigned in June 2009. Included in the All Other Compensation is 401(k)
matching contributions, supplemental insurance, and benefits provided by his employment
agreement, including base salary through his last day of employment, accrued but unpaid
vacation, the initial severance payment, reimbursement of attorneys fees, reimbursement of the
COBRA expenses and consulting fees. Schedule of All Other Compensation for Fiscal Year 2009
 401(K) PlanCompany
    
    
    SupplementalMatching
    
    
    Disability InsuranceNamed Executive
    
    Contributions
    
    
    Premium
    
    
    Severance
    
    
    TotalOfficer
    
    ($)
    
    
    ($)
    
    
    Payments ($)
    
    
    ($)Thomas B. Pickens, III
    
    
    10,520
    
    
    
    1,454
    
    
    
    
    
    
    
    11,974John M. Porter
    
    
    6,863
    
    
    
    515
    
    
    
    
    
    
    
    7,378James D. Royston
    
    
    
    
    
    
    813
    
    
    
    
    
    
    
    813Lance W. Lord
    
    
    
    
    
    
    703
    
    
    
    
    
    
    
    703Don M. White
    
    
    9,141
    
    
    
    738
    
    
    
    
    
    
    
    9,879Brian K. Harrington(1)
    
    
    12,962
    
    
    
    909
    
    
    
    71,685
    
    
    
    85,556
 (1)
    
    Resigned as Senior Vice President and Chief Financial Officer in June 2009. Included in
the All Other Compensation is 401(k) matching contributions, supplemental insurance, and
benefits provided by his employment agreement, including base salary through his last day of
employment, accrued but unpaid vacation, the initial severance payment, reimbursement of
attorneys fees, reimbursement of the COBRA expenses and consulting fees.  13




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##### 



Fiscal Year 2009 Grants of Plan-Based Awards
  All Other
    
    
    All OtherEstimated Future
    
    
    Stock
    
    
    Option
    
    
    
    
    
    
    GrantPayouts Under Non-
    
    
    Awards:
    
    
    Awards:
    
    
    
    
    
    
    Date FairEquity Incentive Plan
    
    
    Number of
    
    
    Number of
    
    
    
    
    
    
    Value of
    
    
    Grant DateAwards
    
    
    Shares
    
    
    Securities
    
    
    
    
    
    
    Stock and
    
    
    ofTarget
    
    
    Maximum
    
    
    Restricted
    
    
    Underlying
    
    
    Exercise
    
    
    Option
    
    
    RestrictedName
    
    ($)(1)
    
    
    ($)(1)
    
    
    Stock (#)(3)
    
    
    Options(2)
    
    
    Price
    
    
    Awards($)
    
    
    StockThomas B. Pickens, III
    
    
    114,000
    
    
    
    190,000
    
    
    
    750,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 19, 2009John M. Porter
    
    
    75,000
    
    
    
    125,000
    
    
    
    300,000
    
    
    
    100,000
    
    
    $
    0.35
    
    
    
    30,040
    
    
    August 19, 2009James D. Royston
    
    
    63,000
    
    
    
    105,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Lance W. Lord
    
    
    72,000
    
    
    
    120,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Don M. White
    
    
    60,141
    
    
    
    100,235
    
    
    
    75,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    August 19, 2009Brian K. Harrington(4)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 (1)
    
    Estimated bonus for Mr. Pickens, Mr. Porter, Mr. Roystn, Mr. Lord and Mr. White are
computed at a maximum of 50% of base salary. Estimated target bonus percentage is 30% of base
salary.(2)
    
    Stock options granted to Mr. Porter on his date of hire.(3)
    
    Represents restricted stock awards made to Mr. Pickens, Mr. Porter and Mr. White made on
August 19, 2009.(4)
    
    Brian K. Harrington resigned as Senior Vice President, Chief Financial Officer, Secretary
and Treasurer in June 2009. Mr. Harrington did not receive equity grants in fiscal 2009 and
is not eligible for future non-equity incentive awards.  14




---



##### 



Employment Agreements
    Awards
  Salary and Bonus in Proportion to Total Compensation
   15




---



##### 



Outstanding Equity Awards at Fiscal Year 2009 End
  Schedule of Outstanding Equity Awards
 Option AwardsNumber of
    
    
    Number ofSecurities
    
    
    SecuritiesUnderlying
    
    
    UnderlyingUnexercised
    
    
    UnexercisedOptions (#)
    
    
    Options (#)
    
    
    Option Exercise
    
    
    OptionName
    
    Exercisable(1)
    
    
    Unexercisable(2)
    
    
    Price ($)
    
    
    Expiration DateThomas B. Pickens, III
    
    
    100,000
    
    
    
    
    
    
    
    0.45
    
    
    
    07/18/20101,000
    
    
    
    
    
    
    
    20.80
    
    
    
    12/01/2011500
    
    
    
    
    
    
    
    7.70
    
    
    
    12/01/2012500
    
    
    
    
    
    
    
    7.20
    
    
    
    12/12/2013John M. Porter
    
    
    40,000
    
    
    
    60,000
    
    
    
    0.35
    
    
    
    10/01/2018James D. Royston
    
    
    75,000
    
    
    
    
    
    
    
    0.45
    
    
    
    07/18/2010400
    
    
    
    
    
    
    
    7.00
    
    
    
    09/17/2012400
    
    
    
    
    
    
    
    10.20
    
    
    
    08/07/20131,200
    
    
    
    
    
    
    
    24.10
    
    
    
    08/16/20141,200
    
    
    
    300
    
    
    
    14.30
    
    
    
    08/03/20152000
    
    
    
    1,000
    
    
    
    11.50
    
    
    
    08/09/2016Lance W. Lord
    
    
    87,500
    
    
    
    
    
    
    
    0.45
    
    
    
    07/18/2010Don M. White
    
    
    8,900
    
    
    
    
    
    
    
    0.45
    
    
    
    07/18/20101,200
    
    
    
    600
    
    
    
    11.50
    
    
    
    08/09/201612,500
    
    
    
    37,500
    
    
    
    0.33
    
    
    
    10/06/2018Brian K. Harrington(3)
    
    
    2,000
    
    
    
    
    
    
    
    17.50
    
    
    
    09/02/092,000
    
    
    
    
    
    
    
    24.10
    
    
    
    09/02/092,000
    
    
    
    
    
    
    
    14.30
    
    
    
    09/02/092,000
    
    
    
    
    
    
    
    11.50
    
    
    
    09/02/0950,000
    
    
    
    
    
    
    
    0.45
    
    
    
    09/02/09
 (1)
    
    All exercisable options will expire 90 days after the date of an employees termination.(2)
    
    See table Schedule of
Voting Option Grants below for future vesting dates and stock
option amounts.(3)
    
    Brian K. Harrington resigned from Astrotech in June 2009. In accordance with his
employment agreement, Mr. Harringtons outstanding equity awards were immediately vested and
expire 90 days from his resignation date.  Schedule of Vesting Stock Option Grants
 Name
    
    08/03/2009
    
    
    08/09/2009
    
    
    10/01/2009
    
    
    08/09/2010
    
    
    10/06/2010
    
    
    10/06/2011
    
    
    10/06/2012John M. Porter
    
    
    
    
    
    
    
    
    
    
    60,000James D. Royston
    
    
    300
    
    
    
    500
    
    
    
    
    
    
    
    500
    
    
    
    
    
    
    
    Don M. White
    
    
    
    
    
    
    300
    
    
    
    
    
    
    
    300
    
    
    
    12,500
    
    
    
    12,500
    
    
    
    12,500
  16




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##### 



2009 Option Exercises and Stock Vested
  Option Awards
    
    
    Stock AwardsNumber ofSharesAcquired on
    
    
    Value Realized
    
    
    Number of Shares
    
    
    Value RealizedName
    
    Exercise
    
    
    on Exercise
    
    
    Acquired on Grant
    
    
    on GrantThomas B. Pickens III(1)
    
    
    
    
    
    
    
    
    
    
    1,100,000
    
    
    $
    495,000John M. Porter
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    James D. Royston(2)
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    90,000Lance W. Lord(2)
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    22,500Brian K. Harrington(2)
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    
    67,500
 (1)
    
    Includes award of 1,100,000 shares of common stock made to Mr. Pickens and awards of
restricted stock made on July 18, 2008, as noted in the 2008 10K/A.(2)
    
    Awards of restricted stock vesting 50% on January 15, 2009, 25% on January 15, 2010, and 25%
on January 15, 2011.  Pension Benefits
   Potential Payments Upon Termination or Change in Control
   17




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##### 



Termination Other Than After a Change in Control
  
    
    Death of the NEO;
 
    
    In the event of physical or mental disability where the NEO is unable to perform his/her
duties;
 
    
    For Cause or Material Breach where Cause is defined as conviction of certain crimes and/or
felonies, and Material Breach is defined to include certain specified failures to perform
duties or uphold fiduciary responsibilities; or
 
    
    Otherwise at the discretion of the Company and subject to the termination obligations set
forth in the employment agreement.
  
    
    Upon the death of the NEO;
 
    
    In the event of physical or mental disability where the NEO is unable to perform his/her
duties;
 
    
    Upon the Companys material reduction in the NEOs authority, perquisites, position, title
or responsibilities or other actions that would give the NEO to resign for Good Reason; or
 
    
    Otherwise at the discretion of the NEO and subject to the termination obligations set forth
in the employment agreement.
  Termination after a Change in Control
   Payment Obligations Under Employment Agreements Upon Termination of Employment of NEO
    18




---



##### 



Thomas B. Pickens III
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationTermination
    
    
    Reason or
    
    
    Without CauseBenefits and Payments
    
    Without
    
    
    Termination
    
    
    After Change-Upon Termination
    
    Cause(1)
    
    
    With Cause
    
    
    in-Control(2)
    
    
    Disability
    
    
    DeathCompensation(3):Base Salary
    
    
    380,000
    
    
    
    
    
    
    
    570,000
    
    
    
    380,000
    
    
    
    380,000Bonus
    
    
    95,000
    
    
    
    
    
    
    
    142,500
    
    
    
    95,000
    
    
    
    95,000Equity(4):Restricted Stock
    
    
    2,115,000
    
    
    
    
    
    
    
    2,115,000
    
    
    
    2,115,000
    
    
    
    2,115,000Benefits and Perquisites:Post-Termination Health Care
    
    
    20,793
    
    
    
    
    
    
    
    31,190
    
    
    
    20,793
    
    
    
    20,793Life Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued Vacation
Pay(5)
    
    
    36,538
    
    
    
    36,538
    
    
    
    36,538
    
    
    
    36,538
    
    
    
    36,538Total:
    
    
    2,647,331
    
    
    
    36,538
    
    
    
    2,895,228
    
    
    
    2,647,331
    
    
    
    2,647,331
 (1)
    
    Pursuant to the employment agreement, this estimate assumes twelve months of base salary
and benefits after termination.(2)
    
    Provision on change in control provides for 18 months salary if terminated.(3)
    
    Bonus estimated at 50% of estimated maximum bonus.(4)
    
    Equity awards assumed exercise price of $2.82, which was the closing ASTC stock price at
September 30, 2009. Unvested options above market value at September 30, 2009 were not
included in the calculation.(5)
    
    Assumes 5 weeks of accrued vacation upon termination (maximum contractual allowance).  19




---



##### 



James D. Royston
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationTermination
    
    
    Reason or
    
    
    Without CauseBenefits and Payments
    
    Without
    
    
    Termination
    
    
    After Change-Upon Termination
    
    Cause(1)
    
    
    With Cause
    
    
    in-Control(2)
    
    
    Disability
    
    
    DeathCompensation(3):Base Salary
    
    
    157,500
    
    
    
    
    
    
    
    210,000
    
    
    
    157,500
    
    
    
    157,500Bonus
    
    
    39,375
    
    
    
    
    
    
    
    52,500
    
    
    
    39,375
    
    
    
    39,375Long Term Cash Incentive(4)
    
    
    18,000
    
    
    
    
    
    
    
    18,000
    
    
    
    18,000
    
    
    
    18,000Equity(5):Restricted Stock
    
    
    282,000
    
    
    
    
    
    
    
    282,000
    
    
    
    282,000
    
    
    
    282,000Benefits and Perquisites:Post-Termination Health Care
    
    
    11,649
    
    
    
    
    
    
    
    15,532
    
    
    
    11,649
    
    
    
    11,649Life Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued Vacation Pay(6)
    
    
    20,192
    
    
    
    20,192
    
    
    
    20,192
    
    
    
    20,192
    
    
    
    20,192Total:
    
    
    528,716
    
    
    
    20,192
    
    
    
    598,224
    
    
    
    528,716
    
    
    
    528,716
 (1)
    
    Pursuant to the employment agreement, this estimate assumes 9 months of base salary and
benefits after termination.(2)
    
    Provision on change in control provides for 12 months salary if terminated.(3)
    
    Bonus estimated at 50% of estimated maximum bonus.(4)
    
    Long Term Cash Incentive grant of $18,000 payable upon termination except for cause or
voluntary.(5)
    
    Equity awards assumed exercise price of $2.82, which was the closing ASTC stock price at
September 30, 2009. Unvested options above market value at September 30, 2009 were not
included in the calculation.(6)
    
    Assumes 5 weeks of accrued vacation upon termination (maximum contractual allowance).  20




---



##### 



Lance W. Lord
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationBenefits and
    
    Termination
    
    
    Reason or
    
    
    Without CausePayments Upon
    
    Without
    
    
    Termination
    
    
    After Change-Termination
    
    Cause(1)
    
    
    With Cause
    
    
    in-Control(2)
    
    
    Disability
    
    
    DeathCompensation(3):Base Salary
    
    
    180,000
    
    
    
    
    
    
    
    240,000
    
    
    
    180,000
    
    
    
    180,000Bonus
    
    
    45,000
    
    
    
    
    
    
    
    60,000
    
    
    
    45,000
    
    
    
    45,000Equity:Restricted Stock(4)
    
    
    123,375
    
    
    
    
    
    
    
    123,375
    
    
    
    123,375
    
    
    
    123,375Benefits and Perquisites:Post-Termination Health Care
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Life Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued Vacation Pay(5)
    
    
    23,077
    
    
    
    23,077
    
    
    
    23,077
    
    
    
    23,077
    
    
    
    23,077Total:
    
    
    371,452
    
    
    
    23,077
    
    
    
    446,452
    
    
    
    371,452
    
    
    
    371,452
 (1)
    
    Pursuant to the employment agreement, this estimate assumes 9 months of base salary and
benefits after termination.(2)
    
    Provision on change in control provides for 12 months salary if terminated.(3)
    
    Bonus estimated at 50% of estimated maximum bonus.(4)
    
    Equity awards assumed exercise price of $2.82, which was the closing ASTC stock price at
September 30, 2009. Unvested options above market value at September 30, 2009 were not
included in the calculation.(5)
    
    Assumes 5 weeks of accrued vacation upon termination (maximum contractual allowance).  21




---



##### 



Don M. White
 ResignationResignation
    
    
    Termination
    
    
    for Goodfor Good
    
    
    for Other
    
    
    Reason orReason or
    
    
    Than Good
    
    
    TerminationBenefits and
    
    Termination
    
    
    Reason or
    
    
    Without CausePayments Upon
    
    Without
    
    
    Termination
    
    
    After Change-Termination
    
    Cause(1)
    
    
    With Cause
    
    
    in-Control(2)
    
    
    Disability
    
    
    DeathCompensation(3):Base Salary
    
    
    100,235
    
    
    
    
    
    
    
    150,353
    
    
    
    100,235
    
    
    
    100,235Bonus
    
    
    51,118
    
    
    
    
    
    
    
    75,177
    
    
    
    51,118
    
    
    
    51,118Equity:Restricted Stock(4)
    
    
    211,500
    
    
    
    
    
    
    
    211,500
    
    
    
    211,500
    
    
    
    211,500Options(5)
    
    
    93,375
    
    
    
    
    
    
    
    93,375
    
    
    
    93,375
    
    
    
    93,375Benefits and Perquisites:Post-Termination Health Care
    
    
    7,766
    
    
    
    
    
    
    
    11,649
    
    
    
    7,766
    
    
    
    7,766Life Insurance Premiums
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Accrued Vacation
Pay(6)
    
    
    19,276
    
    
    
    19,276
    
    
    
    19,276
    
    
    
    19,276
    
    
    
    19,276Total:
    
    
    483,270
    
    
    
    19,276
    
    
    
    561,330
    
    
    
    483,270
    
    
    
    483,270
 (1)
    
    Pursuant to the employment agreement, this estimate assumes six months of base salary and
benefits after termination.(2)
    
    Provision on change in control provides for 9 months salary if terminated.(3)
    
    Bonus estimated at 50% of maximum bonus.(4)
    
    Equity awards assumed exercise price of $2.82, which was the ASTC closing stock price at
September 30, 2009.(5)
    
    Option awards assumed market price of $2.82, which was the ASTC closing stock price at
September 30, 2009. Unvested options above market value at September 30, 2009 were not
included in the calculation.(6)
    
    Assumes 5 weeks of accrued vacation upon termination (maximum contractual allowance).  22




---



##### 



Director Compensation
 Overview
  Cash-Based Compensation
   Equity-Based Compensation
  Pension and Benefits
  Indemnification Agreements
   23




---



##### 



Fiscal Year 2009 Non-Employee Director Compensation Table
 RestrictedFees Earned or
    
    
    Stock(1)
    
    
    StockPaid in Cash
    
    
    Awards
    
    
    Options(2)
    
    
    TotalName
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)Mark Adams
    
    
    47,450
    
    
    
    180,800
    
    
    
    5,504
    
    
    
    233,754John A. Oliva
    
    
    51,750
    
    
    
    163,850
    
    
    
    5,504
    
    
    
    221,104R. Scott Nieboer(3)
    
    
    40,250
    
    
    
    
    
    
    
    5,504
    
    
    
    45,754William F. Readdy
    
    
    38,000
    
    
    
    124,300
    
    
    
    5,504
    
    
    
    167,804Sha-Chelle Manning
    
    
    34,000
    
    
    
    132,300
    
    
    
    
    
    
    
    166,300Barry A. Williamson(4)
    
    
    3,500
    
    
    
    
    
    
    
    
    
    
    
    3,500Total
    
    
    214,950
    
    
    
    601,250
    
    
    
    22,016
    
    
    
    838,216
 (1)
    
    Restricted stock granted in August 2009 for service in fiscal 2009. Vesting is 33.33% a
year for 3 years, with grants as follows: Mr. Adams 160,000 shares, Mr. Oliva 145,000 shares,
Mr. Readdy 110,000 shares, Ms. Manning 110,000 shares. Additionally, Ms. Manning was granted
25,000 shares, which vest 25% a year for 4 years, in February 2009 upon election to the Board
of Directors.(2)
    
    Annual grant of 20,000 stock options made to current non-employee Directors upon shareholder
election in February 2009.(3)
    
    Resigned as a director on September 30, 2009.(4)
    
    Mr. Williamson did not stand for re-election to the Board of Directors at the 2008
Annual Meeting of Shareholders. His fee for fiscal year 2009 was earned for attending
meetings between the end of fiscal year 2008 and the 2008 Annual Meeting of Shareholders in
February 2009.  24




---



##### 



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
   25




---



##### 



Amountand Natureof
    
    
    Shares
    
    
    
    
    
    
    PercentageName and Address of Beneficial
    
    Beneficial
    
    
    Subject to
    
    
    
    
    
    
    ofOwners
    
    Ownership#
    
    
    Options
    
    
    Total
    
    
    Class(1)Common StockSMH Capital Advisors, Inc.(2)
    
    
    4,809,861
    
    
    
    
    
    
    
    4,809,861
    
    
    
    28.7
    %Bruce & Co., Inc.(3)
    
    
    1,370,073
    
    
    
    
    
    
    
    1,370,073
    
    
    
    8.2
    %Astrium GmbH (4)
    
    
    1,099,245
    
    
    
    
    
    
    
    1,099,245
    
    
    
    6.6
    %R. Scott Nieboer(5)
    
    
    1,071,334
    
    
    
    
    
    
    
    1,071,334
    
    
    
    6.4
    %Non-Employee Directors:Mark Adams(6)
    
    
    685,000
    
    
    
    7,250
    
    
    
    692,250
    
    
    
    4.1
    %John A. Oliva(7)
    
    
    170,000
    
    
    
    6,250
    
    
    
    176,250
    
    
    
    1.1
    %William F. Readdy(8)
    
    
    135,000
    
    
    
    6,250
    
    
    
    141,250
    
    
    
    *Sha-Chelle Devlin Manning(9)
    
    
    135,000
    
    
    
    
    
    
    
    135,000
    
    
    
    *Named Executive Officers:Thomas B. Pickens, III(10)
    
    
    1,850,000
    
    
    
    102,000
    
    
    
    1,952,000
    
    
    
    11.7
    %John M. Porter(11)
    
    
    300,000
    
    
    
    100,000
    
    
    
    400,000
    
    
    
    2.4
    %James D. Royston (12)
    
    
    200,000
    
    
    
    80,900
    
    
    
    280,900
    
    
    
    1.7
    %General (Ret.) Lance W. Lord(13)
    
    
    75,000
    
    
    
    87,500
    
    
    
    162,500
    
    
    
    1.0
    %Don M. White(14)
    
    
    75,000
    
    
    
    22,300
    
    
    
    97,300
    
    
    
    *All Directors and Named
Executive Officers as a Group (9
persons)
    
    
    3,625,000
    
    
    
    412,450
    
    
    
    4,037,450
    
    
    
    24.1
    %
 *
    
    Indicates beneficial ownership of less than 1% of the outstanding shares of common stock.#
    
    Includes unvested restricted stock grants.(1)
    
    Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of 1934. Under Rule
13d-3(d), shares not outstanding which are subject to options, warrants, rights or conversion
privileges exercisable within 60 days are deemed outstanding for the purpose of calculating
the number and percentage owned by a person, but not deemed outstanding for the purpose of
calculating the number and percentage owned by any other person listed. As of September 30,
2009, we had 16,747,718 shares of common stock outstanding.(2)
    
    Held by SMH Capital Advisors, Inc. in discretionary accounts for the benefit of its clients.
This holders address is 4800 Overton Plaza, Suite 300, Ft. Worth, Texas 76109. Includes
information from Form 13D filed by SMH Capital Advisors, Inc. on July 20, 2009.(3)
    
    Bruce & Co., Inc., is the investment manager for Bruce Fund, Inc., a Maryland registered
investment company with its principle business conducted at 20 North Wacker Dr., Suite 2414,
Chicago, IL 60606.(4)
    
    Astrium GmbHs address is Hünefeldstraße 1-5, Postfach 105909, D-28361 Bremen, Germany.(5)
    
    Mr. Nieboer resigned from the Astrotech Board of Directors on September 30, 2009. The
reported share information was reported on Schedule 13D/A filed by R. Scott Nieboer and
Curtiswood Capital, LLC on September 30, 2009. Subsequent to such date, Mr. Nieboer reported
that his beneficial ownership has fallen below 5%.(6)
    
    Includes 160,000 shares of unvested restricted stock.(7)
    
    Includes 163,750 shares of unvested restricted stock.(8)
    
    Includes 128,750 shares of unvested restricted stock.(9)
    
    Includes 135,000 shares of unvested restricted stock.(10)
    
    Includes 750,000 shares of unvested restricted stock.(11)
    
    Includes 300,000 shares of unvested restricted stock.(12)
    
    Includes 100,000 shares of unvested restricted stock.(13)
    
    Includes 43,750 shares of unvested restricted stock.(14)
    
    Includes 75,000 shares of unvested restricted stock.  26




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##### 



Securities Authorized for Issuance Under Equity Compensation Plans.
 Equity Compensation Plan Information
 (c)Number of securities(a)
    
    
    
    
    
    remaining availableNumber of
    
    (b)
    
    at September 30,securities to be
    
    Weighted-
    
    2009 for futureissued upon
    
    average exercise
    
    issuance underexercise of
    
    price of
    
    equity compensationoutstanding
    
    outstanding
    
    plans (excludingoptions,
    
    options,
    
    securitiesOptions
    
    warrants and
    
    warrants and
    
    reflected inPlan Name
    
    Type
    
    Authorized
    
    rights
    
    rights
    
    column (a)Plans Previously Approved by Security Holders1 The 1994
Plan(1)
    
    Common Stock
Options Incentive
or Non-Qualified
    
    
    395,000
    
    
    
    28,900
    
    
    $
    22.10
    
    
    
    02 Directors Stock 
Option 
Plan(2)
    
    Non-Qualified
Common Stock
Options
    
    
    50,000
    
    
    
    21,500
    
    
    $
    16.82
    
    
    
    23,5003 1997 Employee 
Stock Purchase 
Plan(3)
    
    Common Stock
    
    
    150,000
    
    
    
    0
    
    
    
    N/A
    
    
    
    1,7854 2008 Stock 
Incentive 
Plan(4)
    
    Common options,
restricted stock,
stock units and
other equity awards
    
    
    5,500,000
    
    
    
    1,004,156
    
    
    $
    0.40
    
    
    
    414,035
 (1)
    
    Under the terms of the 1994 Plan, the number and price of the options granted to employees
is determined by the Board of Directors and such options vest, in most cases, incrementally
over a period of four years and expire no more than ten years after the date of grant.(2)
    
    Under the terms of the Directors Stock Option Plan, each new non-employee director received
a one-time grant of an option to purchase 1,000 shares of Common Stock at an exercise price
equal to the fair market value on the date of grant. In addition, effective as of the date of
each annual meeting of the Companys stockholders, each non-employee director who is elected
or continues as a member of the Board of Directors of the Company shall be awarded an option
to purchase 500 shares of Common Stock. Options under the Directors Plan vest after one year
and expire seven years from the date of grant.(3)
    
    The Employee Stock Purchase plan allowed eligible employees to purchase shares of Common
Stock of the Company at prices no less than 85% of the current market price. Company
discontinued employee purchases of common stock under the plan in the fourth quarter of fiscal
year 2007.(4)
    
    The 2008 Stock Incentive Plan authorizes the award of stock grants, restricted stock and
stock options. The number and price of the awards granted to employees is determined by the
Board of Directors and such options vest, in most cases, incrementally over a period of four
years and expire no more than ten years after the date of grant. At September 30, 2009, the
2,220,559 shares of unvested restricted stock were outstanding.   27




---



##### 



Item 13.
    
    Certain Relationships and Related Transactions and Director Independence.
 Related Party Transactions
 Executive Credit Cards
  Director Independence
  
  Item 14.
    
    Principal Accounting Fees and Services.
 The Companys Independent Registered Public Accounting Firm
   Fiscal 2009
    
    
    Fiscal 2008Audit Fees1
    
    $
    161,000
    
    
    $
    146,000Tax Fees
    
    
    
    
    
    
    All Other Fees
    
    
    
    
    
    
    Total All Fees
    
    $
    161,000
    
    
    $
    146,000
 (1)
    
    Audit Fees consisted of fees billed for professional services rendered for the audit of the
Companys annual financial statements and review of the interim financial statements included
in quarterly reports.  28




---



##### 



Audit Committee Pre-Approval Policy
    29




---



##### 



Exhibit No.
    
    
    Description of Exhibit(31
    )
    
    
    
    Rule 13a-14(a) Certifications31.1
    
    
    
    
    Certification of Thomas B. Pickens, III, the Companys
Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, file herewith31.2
    
    
    
    
    Certification of John M. Porter, the Companys Senior Vice
President and Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, file herewith(32
    )
    
    
    
    Section 1350 Certifications32.1
    
    
    
    
    Certification of Thomas B. Pickens, III, the Companys
Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, file herewith32.2
    
    
    
    
    Certification of John M. Porter, the Companys Senior Vice
President and Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, file herewith
  30




---



##### 



SIGNATURES
  Astrotech Corporation
    
    By:
    
    /s/ Thomas B. Pickens, III

Thomas B. Pickens, III 
Chief Executive Officer and DirectorDate: October 28, 2009By:
    
    /s/ John M. Porter

John M. Porter
Senior Vice President and 
Chief Financial OfficerDate: October 28, 2009
  31




---



##### 



/s/ Thomas B. Pickens, III

Thomas B. Pickens, III
    
    Chairman of the Board and Chief
Executive Officer
    
    October 28, 2009/s/ Mark Adams

Mark Adams
    
    Director
    
    October 28, 2009/s/ Lance W. Lord

Lance W. Lord
    
    Director
    
    October 28, 2009/s/ Sha-Chelle Manning

Sha-Chelle Manning
    
    Director
    
    October 28, 2009/s/ John A. Oliva

John A. Oliva
    
    Director
    
    October 28, 2009/s/ William F. Readdy

William F. Readdy
    
    Director
    
    October 28, 2009/s/ John M. Porter

John M. Porter
    
    Senior Vice President, Chief
Financial Officer and Chief Accounting Officer
    
    October 28, 2009
  32




---



##### 



EXHIBIT INDEX
 (31)
    
    
    
    
    
    Rule 13a-14(a) Certifications31.1
    
    
    
    
    Certification of Thomas B. Pickens, III, the Companys
Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, file herewith31.2
    
    
    
    
    Certification of John M. Porter, the Companys Senior Vice
President and Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002, file herewith(32)
    
    
    
    
    
    Section 1350 Certifications32.1
    
    
    
    
    Certification of Thomas B. Pickens, III, the Companys
Chief Executive Officer, pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, file herewith32.2
    
    
    
    
    Certification of John M. Porter, the Companys Senior Vice
President and Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002, file herewith
  33