Exhibit
10.67


 


MUTUAL
TERMINATION OF EMPLOYMENT AGREEMENT


 


This
Mutual Termination of Employment Agreement (this “Agreement”) is made as of this 28th day of May, 2014, by
and between Astrotech Corporation (f/k/a SPACEHAB, Incorporated), a Washington corporation (the “Company”),
and Don White (the “Executive”).


 





W
I T N E S S E T H:







 





WHEREAS,
the Company and the Executive are parties to that certain Employment Agreement, dated as of October 31, 2008, by and between SPACEHAB,
Incorporated and the Executive (the “Employment
Agreement”);


 


WHEREAS,
pursuant to the Employment Agreement, the Executive currently serves as Senior Vice President and General Manager of the Company’s
Astrotech Space Operations business (the “ASO Business”);


 


WHEREAS,
the Company and certain of its affiliates, on the one hand, and Lockheed Martin Corporation, a
Maryland corporation (“Lockheed Martin”) and its wholly-owned subsidiary Elroy Acquisition Company, LLC,
a Delaware limited liability company (“Buyer”), on the other hand, entered into an Asset Purchase Agreement, dated
as of May 28, 2014 (the “Purchase Agreement”), pursuant to which, among other things. Buyer will acquire substantially
all of the assets of the ASO Business upon the closing of the transactions contemplated by the Purchase Agreement (the “Transactions”);


 


WHEREAS,
in connection with the Purchase Agreement and the Transactions and to provide for continuity of management of the operations of
the ASO Business after the closing of
the Transactions, Lockheed Martin and Buyer desire that the Executive be employed by Buyer after the closing of the Transactions
in accordance with the terms and conditions set forth in that certain Offer Letter, dated as of May 28. 2014 (the “Offer
Letter”), and in consideration of that certain Retention Agreement, dated as of May 28, 2014 (the “Retention
Agreement”), and that certain Separation Agreement, dated as of May 28, 2014 (the “Separation Agreement”),
each by and between  Buyer and the Executive;
and


 


WHEREAS,
the Executive is willing to continue his role in respect of the ASO Business and has agreed to voluntarily resign his employment
with the Company and be employed by Buyer effective as of
the closing of the Transactions pursuant to the terms and conditions set forth in the Offer Letter and the
Separation Agreement, which agreements are intended in part to serve as consideration for the Executive’s agreement to terminate
the Employment Agreement on the terms and conditions set forth herein;


 


NOW, THEREFORE,
in consideration of the foregoing premises, the covenants, promises and agreements hereinafter set forth, the mutual benefits to
be gained by the performance thereof,
and for other good and valuable consideration, the receipt and sufficiency


 




    	 



    	 



    

  


of which
is hereby acknowledged and accepted, the parties, intending to be legally bound, hereby agree as follows:


 


1.          Termination.
 Pursuant to Section 31 of the Employment Agreement, the parties hereby agree to mutually
terminate the Employment Agreement effective as of the closing of the Transactions, irrevocably and without
further condition, and hereby acknowledge and agree that following such termination the Employment Agreement will be of
no further force or effect and Executive shall have no further rights or obligations thereunder; provided, however,
that pursuant to Section 32 of the Employment Agreement, the parties agree that the following provisions (and only the
following provisions) shall survive the termination of the Employment Agreement: Section 10, solely as it relates to Sections
11(c)-(e), 15, 16 and 17, and Sections 18, 19, 22, 26, 27, 28 and 29; provided, further, that (i) the parties
agree that Sections 15 through 17 of the Employment Agreement will not apply to Executive’s actions taken as an
employee of Buyer or any of its affiliates and (ii) the termination of the Employment Agreement shall not relieve any party
for a breach of any provision of the Employment Agreement occurring prior to such termination. The parties further
acknowledge that effective as of the closing of the Transactions,
the Executive’s employment with the Company shall terminate as a result of his voluntary resignation without Good
Reason (as defined in the Employment Agreement) and that the Employment Period (as defined in the Employment Agreement) shall
also then terminate. Executive understands and agrees that he will be solely responsible for (and the Company shall have no
liability for) any tax. liabilities that may be imposed on Executive as a result of this Agreement and/or under the Offer
Letter, Retention Agreement, Separation Agreement, or Employment Agreement.


 


2.          Release.
 Effective as of the closing of the Transactions, Executive hereby forever releases and discharges the Company (and any successor
in interest to the ASO Business, including Buyer and any successor or assign of Buyer) from any and all obligations under the Employment
Agreement including without limitation any rights to severance payments or benefits under Employment Agreement sections 6(b) or
6(c).


 


3.          Bonus.
 Upon the closing of the Transactions, the Company shall pay Executive the amount of one hundred thousand dollars ($100,000), which
the parties hereto agree will represent Executive’s bonus payment for fiscal year 2014 under the Employment Agreement.


 


4.          Governing
Law.  This Agreement shall be governed in all respects by and in accordance with the laws of the State of Texas without regard
to its conflict of law provisions.


 


5.          Counterparts.
 This Agreement may be signed in any number of counterparts (including by facsimile or PDF), each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument.


 


[Signature
page follows]


 




    	- 2 -



    	 



    

  


IN WITNESS
WHEREOF, the Executive has executed and the Company has caused this Agreement to be executed in its name and on its
behalf by its duly authorized officer, to
be effective as of the date first
written above:


 


	Astrotech
    Corporation	 	Don
    White
	 	 	 
	/s/ Thomas
    B. Pickens III	 	/s/ Don M. White Jr.    5/28/14
	By:	 	Don M. White Jr.
	Name:
    Thomas B. Pickens III	 	General Manager, Astrotech Space Operations, Inc.
	Title: CEO	 	 


 


[Signature Page to Mutual Termination of Employment
Agreement]