On September 25, 2026, the Compensation Committee of AST SpaceMobile, Inc.’s Board of Directors adopted a new Senior Management Change of Control Severance Policy (the “COC Severance Policy”). The policy applies to the Company’s Chief Executive Officer, President, Executive Vice Presidents, and Senior Vice Presidents, which includes all of the Company’s named executive officers.
Under the terms of the COC Severance Policy, an eligible employee is entitled to benefits if their employment is terminated by the Company without “Cause” or if they resign for “Constructive Discharge.” This eligibility applies in two scenarios: (a) on or before the first anniversary of a “Change of Control,” or (b) within 180 days prior to a Change of Control (a “Qualifying Termination”).
In the event of a Qualifying Termination, an eligible employee will receive a lump sum cash payment calculated as (i) a multiple of their annual base salary and annual target performance bonus—2.0 times for the Chief Executive Officer and 1.5 times for all other eligible employees—plus (ii) a pro rata portion of their annual target performance bonus for the fiscal year of termination. Additionally, the employee will receive a payment covering the difference between the monthly COBRA rate and the active employee premium rate for medical, dental, and vision coverage for a specified period: 24 months for the Chief Executive Officer and 18 months for other eligible employees.
The policy also addresses equity awards. Outstanding performance-based equity grants made after the policy’s effective date will be converted to time-based equity awards upon a Change of Control, assuming performance goals are met at target. However, if the transaction price in a Change of Control is below a specific share price vesting condition, those awards will be forfeited. Furthermore, if an employee experiences a Qualifying Termination, all outstanding time-based equity awards granted after the effective date become fully vested, and all forfeiture restrictions lapse.
The policy includes a provision to avoid duplication of benefits with other severance plans and states that it does not alter the terms of arrangements for terminations not connected with a Change of Control. The full text of the policy is filed as Exhibit 10.1 to this report.
