Astrotech Corporation’s Board of Directors approved two compensation arrangements on October 13, 2026. The filings detail the creation of a new bonus plan for the company’s subsidiary, 1st Detect Corporation, and an amendment to the company’s existing Transaction Bonus Plan.
The Board adopted the 1st Detect Corporation Transaction Incentive Bonus Plan (the “1st Detect Bonus Plan”) to incentivize key employees regarding the sale of 1st Detect. The plan establishes a Bonus Pool equal to 20% of the actual aggregate fair market value of proceeds received by 1st Detect or the Company in connection with a Sale Transaction, subject to specific deductions for indebtedness, fees, and the bonus pool itself. No Bonus Pool will be established unless the Transaction Value equals or exceeds $20 million.
Under the 1st Detect Bonus Plan, the administrator will designate certain key employees as participants eligible for a transaction bonus based on their individual allocations of the Bonus Pool. If unallocated funds remain at the time of a Sale Transaction, they will be distributed to 1st Detect or the Company. However, in connection with a Sale Transaction, Mr. Tom Wilkinson, a current director of the Company, acting solely as the administrator, may award all or part of the unallocated portion to Thomas B. Pickens III, the Company’s Chief Executive Officer.
The term of the 1st Detect Bonus Plan commences on October 13, 2026, and remains in effect until the earlier of five years following the Effective Date or its termination in accordance with the plan’s terms. Transaction bonuses are paid on or within 30 days after the date Sale Transaction proceeds are received, provided the participant remains actively employed by 1st Detect, the Company, or its affiliates.
Separately, the Board approved the First Amendment to the Astrotech Corporation Transaction Bonus Plan (the “First Amendment”). This amendment removes the sale of a major subsidiary from the definition of “Qualifying Transaction” within the Company Bonus Plan. Awards under the Transaction Bonus Plan will be granted pursuant to a Form of Award Letter filed as Exhibit 10.4 to the report.
