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

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-34426

Astrotech Corporation

(Exact name of registrant as specified in its charter)

Washington		91-1273737
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

401 Congress Ave. Suite 1650
Austin, Texas 78701
(Address of principal executive offices) (Zip code)

(512) 485-9530
(Registrant’s telephone number, including area code)

Title of each class		Name of each exchange
		on which registered
Common Stock		NASDAQ Capital Market
(no par value)

Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o		Smaller reporting company þ
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þ

The aggregate market value of the registrants voting and non-voting common equity held by non-affiliates of the registrant, based upon the closing price of such stock on the NASDAQ Capital Market on such date of $0.26 was approximately $4,262,107 as of December 31, 2008.

As of October 26, 2009, 16,778,664 shares of the registrant’s Common Stock, no par value, were outstanding.

 

 

EXPLANATORY NOTE

Astrotech Corporation, referred to herein as “Astrotech”, “the “Company”, “we”, “us” or “our” is amending its Fiscal Year 2009 Form 10-K to add information required in PART III. The required PART III information was intended to be included in our definitive Proxy Statement for our 2009 Annual Meeting of Shareholders and was so referenced in 2009 Form 10-K. We have not yet filed our definitive Proxy Statement for our 2009 Annual Meeting of Shareholders.

Note: There are no other changes to the original Form 10-K filing other than those outlined in this document. This Form 10-K/A does not reflect events occurring after the filing of the original 2009 Form 10-K, or modify or update the disclosures therein in any way other than as required to reflect the amendment set forth below.

PART III

Item 10.		Directors, Executive Officers and Corporate Governance.

A Board of seven directors was elected at the 2008 Annual Meeting. The Company’s Articles of Incorporation authorize the Board of Directors from time to time to determine the number of its members. Vacancies in unexpired terms and any additional director positions created by Board action may be filled by action of the existing Board of Directors at that time, and any director who is appointed in this fashion will serve until the next Annual Meeting of Shareholders or until a successor is duly elected and qualified.

The following table shows information as of October 1, 2009 regarding members of the Company’s Board of Directors:

						Age as of
						October 1,				Director
Current Directors		Principal Occupation				2009				Since
Thomas B. Pickens, III		Chairman and Chief Executive Officer of Astrotech Corporation					52				2004
Mark Adams*		Founder, President and CEO, Advocate MD Financial Group, Inc.					48				2007
General (Ret.) Lance W. Lord		Chief Executive Officer, Astrotech Space Operations; CEO, Lance Lord and Associates, LLC					63				2008
John A. Oliva*		Managing Principal, Capital City Advisors, Inc.					54				2008
William F. Readdy*		Founder, Discovery Partners, International LLC					58				2008
Sha-Chelle Devlin Manning*		Managing Director, Nanoholdings LLC					41				2009

Current Directors

Thomas B. Pickens, III

Mr. Pickens was named Astrotech’s Chief Executive Officer in January 2007 and Chairman in February 2008. In 1985, Mr. Pickens founded T.B. Pickens & Co., a company that provides consulting services to corporations, public institutions, and start-up organizations. Additionally, Mr. Pickens is the Managing Partner and Founder of Tactic Advisors, Inc., a company specializing in corporate turnarounds on behalf of creditors and investors that have aggregated to over $20 billion in value. Since 1985, Mr. Pickens has served as President of T.B. Pickens & Co. From 1991 to 2002, Mr. Pickens was the Founder and Chairman of U.S. Utilities, Inc., a company which operated 114 water and sewer utilities on behalf of various companies affiliated with Mr. Pickens. From 1995 to 1999, Mr. Pickens directed over 20 direct investments in various venture capital investments and was Founder and Chairman of the Code Corporation. From 1988 to 1993, Mr. Pickens was the Chairman of Catalyst Energy Corporation and was Chairman of United Thermal Corporation (NYSE). Mr. Pickens was also the President of Golden Bear Corporation, Slate Creek Corporation, Eury Dam Corporation, Century Power Corporation, and Vidilia Hydroelectric Corporation. From 1982 to 1988, Mr. Pickens founded Beta Computer Systems, Inc., and Sumpter Partners, and was the General Partner of Grace Pickens Acquisition L.P.

Mark Adams

Mr. Adams founded Advocate, MD Financial Group, Inc., a leading Texas-based medical liability insurance holding company, in July 2003. Since July 2003, Mr. Adams has served as its Chairman, President, and Chief Executive Officer. He is also a founding partner in several other companies including the Endowment Development Group, a Houston-based life insurance company specializing in placing large multimillion dollar life insurance policies throughout the U.S. market. Mr. Adams founded Murphy Adams Restaurant Group in 2007. He owns and operates Mama Fu’s Asian House restaurants throughout the southeast United States. In 2008, Mr. Adams founded Small Business United, LLC, a cutting edge health insurance company for small businesses. In 2009 Mr. Adams founded Sozo Global, LLC, a rapidly expanding network marketing functional beverage company. Mr. Adams is the winner of the 2008 Prestigious Ernst and Young Entrepreneur of the Year Award for Central Texas. After his career with global public companies such as Xerox and Johnson & Johnson (1985-1988), beginning in 1988, Mr. Adams then spent the next 12 years at Bostik Adhesives where he served in senior management, sales and strategic business roles for their worldwide markets in North America, Latin America, Asia, and Europe. In 1997, Mr. Adams then served as Global Sales Director for Bostik and General Manager of Nitta-Findley Company based in Osaka, Japan and later joined Ward Adhesives, Inc. as a minority owner, General Manager, and Vice President of Sales and Marketing. Mr. Adams currently serves as a Director for several public and private companies, as well as a board member for multiple nonprofit organizations. Mr. Adams is also an advisory board member for the McCoy College of Business at Texas State University.

General (Ret.) Lance W. Lord

Lance W. Lord, former Commander, Air Force Space Command, Peterson Air Force Base, Colorado, served in the Air Force from 1969 until his retirement in April 2006. He was responsible for the development, acquisition and operation of the Air Force’s space and missile systems. The general oversaw a global network of satellite command and control, communications, missile warning and launch facilities, and ensured the combat readiness of America’s intercontinental ballistic missile force. He led more than 39,700 space professionals who provide combat forces and capabilities to North American Aerospace Defense Command and U.S. Strategic Command. Since his retirement in April 2006, Mr. Lord has been a defense policy and strategic planning consultant through his company, Lance Lord and Associates, LLC. Mr. Lord also serves as a director on the board of Carrier Access Corporation, Sutter Construction Company, Compudyne Corporation, and is on the board of trustees of Memorial Hospital in Colorado Springs, Colorado. Mr. Lord has been the Chief Executive Officer of the Company’s Astrotech subsidiary since June 2008.

Among several major awards and decorations, Mr. Lord is the recipient of the Distinguished Service Medal with oak leaf cluster, the Legion of Merit with two oak leaf clusters, the Defense Meritorious Service Medal, Air Force Commendation Medal with oak leaf cluster, the National Defense Service Medal with two bronze stars, and the Humanitarian Service Medal. He was also the recipient of the Secretary of the Air Force Leadership Award, the Space Champion Award and the Order of the Sword, Air Force Space Command.

John A. Oliva

John A. Oliva has 27 years of experience in the private equity, investment banking, capital markets, branch management, and asset management sectors. Since 2002, Mr. Oliva has been the Managing Principal of Capital City Advisors Inc. (CCA), a NASD/FINRA registered broker/dealer and independent investment banking and advisory firm. Since 2002, CCA has provided financial advisory services, including mergers/acquisitions and raising expansion capital to select mid-tier companies. Mr. Oliva also co-manages the Indo-American Growth Fund, a private equity fund specializing in private Indian companies, a position he has held since 2007.

Mr. Oliva has eight NASD/FINRA licenses including the Managing Principal and Financial Principal licenses. Prior to joining CCA, he worked for Morgan Stanley & Co and served as an advisor to their Private Wealth Management group, developing, reviewing and implementing solutions for investment banking clients, and was a group manager. Mr. Oliva was nationally recognized for achievements while at Morgan Stanley & Co and Shearson/Lehman Brothers in the asset management and investment banking sector. He performed similar key roles at Interstate/Johnson Lane and The Robinson Humphrey Company. Mr. Oliva also worked on the floor of the New York Stock Exchange.

William F. Readdy

From 1974 to 2005, Mr. Readdy served the United States as a naval aviator, pilot astronaut, military officer, and civil service executive. In 2005, Mr. Readdy established Discovery Partners, International LLC, a consulting firm to provide strategic planning, risk management, safety and emerging technology solutions to aerospace and high-tech industries.

He served as a test pilot and instructor between carrier deployments to the North Atlantic, Caribbean and Mediterranean in the late 1970s and early 1980s. Mr. Readdy joined the National Aeronautics and Space Administration (NASA) in 1986 and in 1987 became a member of the astronaut corps, but continued his military service in the Naval Reserve, attaining the rank of captain before retiring in 2000.

Mr. Readdy logged more than 672 hours in space on three shuttle missions. He commanded his third flight, docking space shuttle Atlantis at the Russian space station Mir in 1996 and oversaw the first exchange of American astronaut researchers living aboard the Russian outpost.

In 2001, Mr. Readdy was appointed as NASA’s associate administrator for space operations and moved to Washington D.C. Following the loss of space shuttle Columbia in February 2003, Mr. Readdy chaired NASA’s Space Flight Leadership Council, and oversaw the agency’s recovery from the accident and the shuttle’s successful return to flight in July 2005.

Mr. Readdy was honored as a Meritorious Rank Executive by President Bush in 2003 and in 2005 was awarded NASA’s highest honor, the Distinguished Service Medal for the second time. He has also been the recipient of NASA’s Outstanding Leadership Medal three times and the Exceptional Service Medal twice. In addition he is the recipient of numerous national and international aviation and space awards, and has been recognized for his contributions to aerospace safety.

Sha-Chelle Devlin Manning

Since September 1, 2008, Sha-Chelle Manning has been Managing Director of Nanoholdings LLC, a company that commercializes scientific breakthroughs in nanotechnology that solve energy efficiency challenges with some of the world’s best scientists and universities. From January 2007 to December 31, 2008, Ms. Manning was Vice- President at Authentix, a Carlyle company that is the leader in authentication solutions for Fortune 500 companies and governments around the world for brand protection, excise tax recovery, and authentication of security documents and pharmaceutical drugs. From September 2005 to April 2007, Ms. Manning was a consultant to the Office of the Governor of Texas, Rick Perry, where she led the development of the Texas nanotechnology strategic plan.

Prior to these assignments, Ms. Manning was Director of Alliances at Zyvex Corporation from August 2002 to September 2005, where she was responsible for the commercialization of nanotechnology products introduced and sold into the marketplace in partnership with key government agencies and industry. Ms. Manning also served as a Vice President for Winstar Communications New Media.

Executive Officers and Key Employees of the Company who are Not Directors

Set forth below is a summary of the background and business experience of the executive officers of the Company who are not nominees of the Board of Directors:

								With
								Company
Name		Position(s)		Age				Since
John M. Porter		Senior Vice President, Chief Financial Officer and Secretary			37				2008
James D. Royston		President			45				2000
Don M. White		Senior Vice President, GM of Astrotech Space Operations			46				2005

The executive officers and key employees named below will serve in such capacities until the next annual meeting of the Company’s Board of Directors, or until their respective successors have been duly elected and have been qualified, or until their earlier death, resignation, disqualification, or removal from office.

John M. Porter

Mr. Porter joined Astrotech in October 2008 and serves as the Company’s Senior Vice President, Chief Financial Officer and Secretary. He is responsible for overall strategic planning, corporate development and finance. His primary areas of focus is utilizing financial management to support the core spacecraft payload processing business while efficiently advancing the Company’s biotechnology initiatives in microgravity processing and commercializing advanced technologies that have been developed in and around the space industry.

Prior to joining the Company, Mr. Porter co-founded Arabella Securities, an investment banking firm that specialized in providing trading services and equity research on small-cap companies to institutional investors. He headed the Equity Research department, and published research on small companies in the Healthcare Technology sector. Arabella Securities subsequently merged with another broker/dealer in 2006 where Mr. Porter continued to lead the firm’s Healthcare investment banking practice. Mr. Porter previously served as Director of Business Development for Luminex Corporation (NASDAQ: LMNX), a leading developer of biological testing technologies for the Diagnostic and life sciences industries. While at Luminex, Mr. Porter was responsible for the development, negotiation and management of Luminex’s strategic partnership program. During his tenure at Luminex, over 40 new strategic licensing partnerships were formed with companies around the globe including Hitachi Software (Japan), Qiagen (Germany), Tepnel (UK), Invitrogen (formerly Biosource, US), Inverness Medical (US), Millipore Corporation (formerly Upstate Biotech, US), and many other world class companies. Mr. Porter performed additional duties including strategic planning, product development, marketing management, and investor relations. Mr. Porter also served in multiple capacities during the preparation, and execution of Luminex’s initial public offering (IPO) in March 2000, where the company successfully raised approximately $100M.

Mr. Porter has a Bachelor of Science in Chemistry from Hampden-Sydney College in Virginia. In addition, Mr. Porter earned a Master of Business Administration from the A.B. Freeman School of Business at Tulane University and holds a Master of Science in Physical Chemistry & Material Science from Tulane University in New Orleans.

James D. Royston

In June 2007, Mr. Royston was appointed to the position of President of Astrotech Corporation, responsible for advancing the Company’s global space commerce initiatives. Mr. Royston joined Astrotech in 2000 and most recently served as Senior Vice President and General Manager of Astrotech Space Operations. A former RWD Technologies Inc, executive (NASDAQ -RWDT), Mr. Royston served as the company’s e-Learning Director, where he managed company operations, strategic planning, and growth strategies. Mr. Royston also served as the Director of the Information Management Project Office for United Space Alliance at NASA’s Kennedy Space Center (KSC). His aerospace experience also includes acting as the KSC Operations Director for Orbital Sciences Corporation, overseeing all contract and business development activities, as well as managing the Information Systems for NASA’s Hubble Space Telescope Program. He also served as a Program Manager at NASA Headquarters in Washington, D.C.

Don M. White

Don M. White has been instrumental in leading Astrotech’s satellite processing operations since 2005. As Senior Vice President and General Manager of Astrotech Space Operations, Mr. White oversees a rigorous satellite payload processing schedule. He is also responsible for expanding business services, improving profitability, and managing current contracts. Additionally, Mr. White maintains ongoing negotiations with all customers, pledging that every mission contract process is streamlined with the utmost efficacy and safety.

Prior to joining the Astrotech team, Mr. White was employed at Lockheed Martin as their Payloads/Ordnance Chief Engineer. He was then promoted to Mission Support Manager, leading various aspects of the Atlas V Development Program. Mr. White’s extensive aerospace experience also includes providing leadership to the Titan and Shuttle External Tank programs while at Martin Marietta Corporation.

Operations of the Board of Directors

Director Nomination Process

Astrotech’s director nominees are approved by the Board after considering the recommendation of the Corporate Governance and Nominating Committee.

A Board of six directors will be elected at the Annual Meeting. The Company’s Articles of Incorporation provide that, with respect to any vacancies or newly created directorships, the Board will nominate such individuals as may be specified by a majority vote of the then sitting directors.

Regarding nominations for directors, the Corporate Governance and Nominating Committee identifies nominees in various ways. The Corporate Governance and Nominating Committee considers the current directors that have expressed interest in, and that continue to satisfy, the criteria for serving on the Board. Other nominees may be proposed by current directors, members of management, or by shareholders. From time to time, the Corporate Governance and Nominating Committee may engage a professional firm to identify and evaluate potential director nominees, but has not paid any of such fees to date. The Corporate Governance and Nominating Committee considers the Board at a strategic level looking for industry and professional experience that complements the Company’s goals and direction. The Corporate Governance and Nominating Committee has established certain criteria it considers as nominating guidelines for the Board of Directors. The criteria include:

•

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.

The criteria are not exhaustive and the Corporate Governance and Nominating Committee and the Board of Directors may consider other qualifications and attributes which they believe are appropriate in evaluating the ability of an individual to serve as a member of the Board of Directors. The Corporate Governance and Nominating Committee’s goal is to assemble a Board of Directors that brings to the Company a variety of perspectives and skills derived from high quality business and professional experience. In order to ensure that the Board consists of members with a variety of perspectives and skills, the Corporate Governance and Nominating Committee has not set any minimum qualifications and also considers candidates with appropriate non-business backgrounds. Other than ensuring that at least one member of the Board is a financial expert and a majority of the Board members meet all applicable independence requirements, the Corporate Governance and Nominating Committee does not have any specific skills that it believes are necessary for any individual director to possess. Instead, the Corporate Governance and Nominating Committee evaluates potential nominees based on the contribution such nominee’s background and skills could have upon the overall functioning of the Board.

Committees of the Board of Directors

During fiscal year 2009, the Board of Directors had three standing committees: an Audit Committee, a Compensation Committee and a Corporate Governance and Nominating Committee. Each such committee currently consists of three persons and each member of the Audit, Compensation and Corporate Governance and Nominating Committees are required at the minimum to meet the “independence” requirements of the Nasdaq Capital Market’s Marketplace Rules. Additionally, the Board of Directors created an Executive Committee in July 2009, which consists of five current Board members.

The Governance and Nominating Committee, the Audit Committee and the Compensation Committee have adopted a charter that governs its authority, responsibilities and operation. The Company periodically reviews, both internally and with the Board, the provisions of the Sarbanes-Oxley Act of 2002, and the rules of the SEC and NASDAQ regarding corporate governance policies, processes and listing standards. In conformity with the requirement of such rules and listing standards, we have adopted a written Audit Committee Charter, a Compensation Committee Charter, and a Corporate Governance and Nominating Committee Charter, which may be found on the Company’s web site at www.astrotechcorp.com under “For Investors” or by writing to Astrotech Corporation, 401 Congress Avenue, Suite 1650, Austin, Texas 78701, Attention “Investor Relations” and requesting copies.

The Board of Directors has determined each of the following directors to be an “independent director” as such term is defined by Rule 5605(a)(2) of the NASDAQ Marketplace Rules: Mark Adams; John A. Oliva; Sha-Chelle Devlin Manning and William F. Readdy. The Board of Directors has also determined that each member of the Audit Committee and the Compensation Committee, and a majority of the members of the Corporate Governance and Nominating Committee during the past fiscal year met the independence requirements applicable to those Committees prescribed by NASDAQ and SEC rules.

The Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee was created by the Board of Directors in February 2004. The Corporate Governance and Nominating Committee’s charter was adopted by the Committee and approved by the Board in May 2004. The charter is available in the “For Investors” section of the Company’s web site at www.astrotechcorp.com. The primary purpose of the Corporate Governance and Nominating Committee is to provide oversight on the broad range of issues surrounding the composition and operation of the Board of Directors, including identifying individuals qualified to become Board members and recommending to the Board director nominees for the next Annual Meeting of Shareholders. As of the end of fiscal year 2009 the Corporate Governance and Nominating Committee consisted of Mr. Adams (Chairman), Ms. Manning and Mr. Oliva. During fiscal year 2009, the Corporate Governance and Nominating Committee met twice.

The Audit Committee

The Audit Committee is composed solely of independent directors that meet the requirements of NASDAQ and SEC rules and operates under a written charter adopted by the Audit Committee and approved by the Board of Directors in May 2004. The charter is available on the Company’s web site which is www.astrotechcorp.com. The Audit Committee is responsible for appointing and compensating a firm of independent registered public accountants to audit the Company’s financial statements, as well as oversight of the performance and review of the scope of the audit performed by the Company’s independent registered public accountants. The Audit Committee also reviews audit plans and procedures, changes in accounting policies, and the use of the independent registered public accountants for non-audit services. As of the end of fiscal year 2009, the Audit Committee consisted of Mr. Oliva (Chairman), Mr. Adams, and Mr. Nieboer. During fiscal year 2009, the Audit Committee met five times. The Board of Directors has determined that John A. Oliva met the qualification guidelines as an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K promulgated by the SEC.

Mr. Nieboer resigned as Director on September 30, 2009. Subsequently, Ms. Manning was appointed in October 2009.

The Compensation Committee

The Compensation Committee is composed solely of independent directors that meet the requirements of NASDAQ and SEC rules and operates under a written charter adopted by the Compensation Committee and approved by the Board of Directors in May 2004, and amended in May 2005. The charter is available on the Company’s web site, which is www.astrotechcorp.com. The Compensation Committee is responsible for determining the compensation and benefits of all executive officers of the Company and establishing general policies relating to compensation and benefits of employees of the Company. The Compensation Committee also administers the Company’s 2008 Stock Incentive Plan, the 1994 Stock Incentive Plan, the 1995 Directors’ Stock Option Plan, and the Employee Stock Purchase Plan in accordance with the terms and conditions set forth in those plans. As of the end of fiscal year 2009, the Compensation Committee consisted of Mr. Adams (Chairman), Mr. Readdy, and Mr. Oliva. During fiscal year 2009, the Compensation Committee met twice.

The Executive Committee

Subsequent to fiscal year 2009 period end, the Board of Directors created an Executive Committee comprised of current Astrotech Directors. The Executive Committee is responsible for facilitating general corporate decisions, including the review of strategic alternatives. The Executive Committee includes Mr. Pickens (Chairman), Mr. Olivia, Mr. Adams, Mr. Readdy and Ms. Manning. Following its formation in July 2009, the Executive Committee met once.

Code of Ethics and Business Conduct

The Company’s Code of Ethics and Business Conduct applies to all directors, officers, and employees of Astrotech. The key principles of this code include acting legally and ethically, speaking up, getting advice, and dealing fairly with the Company’s Shareholders. The Code of Ethics and Business Conduct is available on the Company’s web site at www.astrotechcorp.com and is available to the Company’s Shareholders upon request. The Code of Ethics and Business Conduct meets the requirements for a “Code of Conduct” under the SEC rules for financial officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers and persons who beneficially own more than 10% of the Company’s Common Stock to file reports of ownership and changes in ownership with the SEC. Such directors, executive officers, and greater than 10% Shareholders are required by SEC regulation to furnish to the Company copies of all Section 16(a) forms they file. Due dates for the reports are specified by those laws, and the Company is required to disclose in this document any failure in the past fiscal year to file by the required dates. Based solely on written representations of the Company’s directors and executive officers and on copies of the reports that they have filed with the SEC, the Company’s belief is that all of Astrotech’s directors and executive officers complied with all filing requirements applicable to them with respect to transactions in the Company’s equity securities during fiscal year 2009.

Item 11.		Executive Compensation

Compensation Discussion and Analysis

Overview

Astrotech provides a range of products and services that focus on utilizing space for the needs of government and commercial applications. Our core business operates spacecraft pre-launch facilities and provides supporting services at three domestic launch sites. We develop and operate space flight hardware assets, provide manned and unmanned payload processing services, and develop commercial product using space-based technology. In anticipation of the planned 2010 space shuttle retirement, we began developing new products and services within our strategic focus on the commercial exploitations of space.

Achieving our Company’s aspirations requires a highly skilled, motivated team. Thus, our compensation system is designed to be competitive with those of other companies that compete for highly skilled technical employees and executives. Our performance-based compensation system is intended to include incentives for innovation and entrepreneurial spirit.

Guiding Principles

The Compensation Committee strives to achieve our strategic objectives by designing our compensation program to offer competitive base compensation to attract and retain experienced qualified executives while offering incentives to foster the innovation and entrepreneurial spirit necessary for executing our business strategy and rewards for successful achievement of performance goals. In designing our executive compensation program, we are guided by five 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 Committee of the Board of Directors administers our executive compensation program and monitors the Company’s overall compensation strategy to ensure that executive compensation supports the Company’s business objectives. The Compensation Committee reviews and determines salary, short-term incentives, long-term incentives and other benefits for the Company’s Chief Executive Officer (“CEO”) and certain named executive officers (“NEOs”).

For a more complete discussion of the responsibilities of the Compensation Committee, see the Operations of the Board of Directors — The Compensation Committee, and the charter for the Compensation Committee posted on our web site at www.astrotechcorp.com.

The Compensation Program

The key components of our current compensation program for Astrotech executive officers are:

•

Base salary;

•

Short-term cash incentives;

•

Long-term performance-based and other equity awards; and

•

Other benefits.

To remain competitive, the Compensation Committee periodically benchmarks our executive compensation program to determine how well actual compensation targets and levels compare to our overall philosophy and target markets. The primary focus of the benchmarking process is on public companies in the aerospace, defense and government contractor industries of similar or otherwise comparable size and complexity. This benchmarking considers information from proxy data for the peer group’s CEO and NEOs and was last presented to the Compensation Committee in August 2009.

During fiscal 2007 and 2008, the Compensation Committee retained an independent outside consultant, Strategic Compensation Research Associates, to review total executive compensation. The Compensation Committee used the independent consultant to guide compensation of executive officers during fiscal 2008 and 2007.

Executive Compensation through the Company’s Restructuring and Transition Period

In January, 2007, the Board of Directors of the Company initiated a comprehensive restructuring and transition program to wind down the Company’s remaining committed space shuttle module missions, reassess the Company’s capital structure and reduce Company operating expenses. During this restructuring and transition period the Company’s CEO and certain other NEOs did not have employment agreements and the Compensation Committee suspended its annual stock option grant program and short term cash incentive plan. In recognition of the efforts of the Company’s CEO, NEOs and certain directors in fiscal 2008, the Compensation Committee, with the concurrence of the Committee of Independent Directors of the Board of Directors, granted specific equity and cash awards in July 2008. Additionally, employment agreements were granted to Thomas B. Pickens III, James D. Royston, Lance W. Lord and Brian K. Harrington.

Other Considerations in Determining Executive Compensation

We believe that our executive compensation properly incentivizes our senior management to focus on the overall goals of the Company. Each element of our Executive Compensation Program is structured towards specific objectives. If a unique situation occurs where incentive goals are considered for adjustment or stock options repricing is considered, the Compensation Committee will perform a review of the individual facts and circumstances before taking any action.

Role of the Compensation Committee and CEO in Determining Executive Compensation

For fiscal year 2008, the Compensation Committee held Base Salaries for our NEOs unchanged except for new appointments, recognizing the objectives of the Board of Directors for restructuring and transitioning the Company. In July 2007, our CEO, Mr. Pickens provided to the Compensation Committee his recommendations with respect to potential compensation for the NEOs other than himself. Mr. Pickens’ recommendations recognized the successful completion of the period of restructuring and transition. The Compensation Committee reviewed and gave considerable weight to these recommendations because of Mr. Pickens’ direct knowledge of the other executives’ performance and contributions. The Compensation Committee ultimately used its collective judgment along with the advice of its compensation consultant to determine the base salaries, grants of restricted and unrestricted stock, and the size of each stock option grant, in each case for the NEOs. Mr. Pickens, who became our CEO in January 2007 was awarded his compensation based on the collective judgment of the Compensation Committee and upon the advice and consultation of SCRA, the Compensation Committee’s retained compensation consultant. Mr. Pickens was not present during any discussion or determination of his compensation by the Compensation Committee.

Base Salary

Base salary is designed to compensate our employees in part for their roles and responsibilities, and also to provide a fixed level of compensation that serves as a retention tool throughout the executive’s career. As of September 30, 2009, the Company had employment agreements, which included base salary, with Mr. Pickens, Mr. Royston, Mr. Lord and Mr. White. These initial base salaries were set considering each executive’s roles and responsibilities, current skills, future potential and comparable market compensation. Typically, the Compensation Committee reviews the base salaries of each NEO annually. Adjustments are made based on individual performance, changes in roles and responsibilities, and external market data for similar positions.

Subsequent to the completion of fiscal 2009, the Compensation Committee completed a review of executive compensation in August 2009. The Compensation Committee recommended to the Board of Directors that the following annual salary changes should be made for fiscal 2010: Mr. Pickens’ salary increased to $380,000, Mr. Porter’s salary increased to $250,000, Mr. Lord’s salary increased to $240,000 and Mr. White’s salary increased to $200,470.

Short-term Cash Incentives

At the discretion of the Compensation Committee, we provide annual incentive awards under our Key Employee Incentive Bonus Plan (the “Bonus Plan”). These short-term cash incentives are designed to reward the achievement of specific, pre-set financial results measured over the fiscal year in which that compensation is earned. Generally, we compute the Bonus Plan after the end of each fiscal year and make the cash awards during the first quarter of the next fiscal year. The Bonus Plan encompasses all employees of the Company based upon maximum award levels stated as a percentage of base salary (“Payout Percentage”). The maximum award levels are set within our salary-grade structure for each salary grade ranging from 5% to 50%.

For fiscal year 2009, the Compensation Committee approved a Bonus Plan encompassing three equally weighted “Bonus Elements”, each based upon specific objectives set by the Compensation Committee at the beginning of the fiscal year. The sum of the Payout Percentage for each of the Bonus Elements, then is applied to the award levels for each employee to determine the Bonus Award. For fiscal year 2009, the Compensation Committee had established the following three Bonus Elements:

•

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.

Given the dynamic marketplace and the possibility of unforeseen developments, the Compensation Committee has discretionary authority to adjust such awards to reflect actual performance in light of such developments or to make other discretionary adjustments to the overall Payout Percentage or to individual employee bonuses. Bonus maximum award levels range from 30% to 50% of base salaries for our NEOs. On average, we target our short term cash incentives to comprise approximately 15% of the total compensation package of our NEOs.

Long-term Non-cash Incentive Awards

Our long-term incentive awards are used to link Company performance and increases in shareholder value to the total compensation for our NEOs. These awards are also key components of our ability to attract and retain our NEOs. The annualized value of the awards to our NEOs is intended to be a significant component of the overall compensation package. On average, and assuming performance is on target, these awards are targeted to represent up to 40% of the total compensation package, consistent with our emphasis on linking executive pay to shareholder value.

Our shareholder-approved incentive plans allow for the granting of stock options based upon Astrotech’s stock prices in the public markets. Stock options are granted with an exercise price not less than the market price of our common stock on the grant date. Options generally vest over a period of four years with 25% becoming exercisable on each anniversary of the grant date as long as the recipient is still employed by the Company on the date of vesting, and generally expire after ten years.

Stock awards, restricted stock grants and stock option awards were made in August 2009 in amounts for our NEOs as set forth in the table labeled Fiscal Year 2009 Grants of Plan-Based Awards.

Benefits

Our benefit programs are established based upon an assessment of competitive market factors and a determination of what is needed to attract and retain high caliber executives. Astrotech’s primary benefits for executives include participation in the Company’s broad-based plans: the 401(k) Plan, the Company’s health, dental and vision plans and term life and disability insurance plans. The Company also provides certain executives, including some NEOs, with supplemental disability insurance. This plan offers additional income protection to Senior Vice Presidents and above and is provided to supplement the monthly benefit amounts that are capped in the general disability policy. The Company provides 1.5 times of each NEOs annual base salary to a maximum of $300,000 in term life insurance and pays the premium for such insurance. The fair values of premiums paid in excess of IRS limitations are included as other income reported for the NEO.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its NEOs. The agreements provide that the Company shall indemnify and hold harmless each indemnitee from liabilities incurred as a result of such indemnitee’s status as an officer, or employee of the Company, subject to certain limitations.

Post-Termination Compensation

The Compensation Committee believes that severance benefits and change of control benefits are necessary in order to attract and retain the caliber and quality of executive that the Company needs in its most senior positions. These benefits are particularly important to provide for continuity of senior management allowing executives to focus on results and long-term strategic initiatives.

At September 30, 2009, Mr. Pickens, Mr. Royston, Mr. Lord and Mr. White were the only executives with existing employment contracts. The agreements provide for severance payments and benefits if termination occurs without “cause” or if the executive leaves for “good reason”. There is also additional compensation provided in circumstances following such termination after a “change in control”. Additional information regarding the severance and change in control payments, including a definition of key terms and a quantification of benefits that would have been received by our NEOs at termination is found under Potential Payments upon Termination or Change in Control, which follows.

During fiscal 2009, Brian K. Harrington resigned as Senior Vice President, Chief Financial Officer, Secretary and Treasurer. Mr. Harrington received the full compensation package provided under his employment agreement.

Stock Ownership Guidelines

The Company has not established stock ownership guidelines.

Tax Deductibility Policy

The Compensation Committee considers the deductibility of compensation for federal income tax purposes in the design of the Company’s compensation programs. We believe that all of the incentive compensation paid to our NEOs for fiscal year 2009 qualifies as “performance-based compensation” and thus, is fully deductible by the Company for federal income tax purposes. While we generally seek to ensure the deductibility of the incentive compensation paid to our NEOs, the Compensation Committee intends to retain the flexibility necessary to provide cash and equity compensation in line with competitive practice, our compensation philosophy, and the best interest of our shareholders even if these amounts are not fully tax deductible. The employment agreements between the Company and its NEOs provide for interpretation, operation and administration consistent with the intent of Section 409A of the Internal Revenue Code, to the extent applicable.

Compensation Committee Interlocks and Insider Participation

The Company’s Compensation Committee consists of Mr. Adams (Chairman), Mr. Readdy and Mr. Oliva. Mr. Barry A. Williamson served as Chairman of the Compensation Committee until February 2009. Mr. Adams is President and Chief Executive Officer of Advocate MD Financial Group, Inc. (“Advocate”). Mr. Pickens serves on the Board of Directors of Advocate; however, Mr. Pickens is not a member of the Compensation Committee of Advocate.

Compensation Committee Report

Astrotech’s Compensation Committee met in October 2009 and has reviewed and discussed with management the Compensation Discussion and Analysis required by item 402(b) of Regulation S-K and, based on such review and discussion, has recommended to the Board of Directors that such Compensation Discussion and Analysis be included in Form 10-K for fiscal year ended June 30, 2009.

Mark Adams
John A. Oliva
William F. Readdy

Executive Compensation

The Summary Compensation Table provides compensation information about Astrotech’s principal executive officer, principal financial officer and the other most highly compensated executive officers.

Summary Compensation Table

Name and Principal						Salary				Bonus				Stock				Option				All Other
Position		Year				($)				($)(1)				Awards($)(2)				Awards ($)(3)				Compensation ($)(4)				Total ($)
Thomas B. Pickens, III;			2009				360,000				200,000				847,500				—				11,974				1,419,474
Chief Executive Officer			2008				360,000				350,000				495,000				15,440				10,070				1,230,510
John M. Porter (5);			2009				142,500				100,000				339,000				30,040				7,378				618,918
Chief Finance Officer			2008				—				—				—				—				—				—
James D. Royston;			2009				210,000				—				—				—				813				210,813
President			2008				180,000				—				90,000				11,580				810				282,390
Lance W. Lord(6);			2009				225,000				—				—				—				703				225,703
Chief Executive Officer, Astrotech Space Operations			2008				13,462				—				22,500				13,510				—				49,472
Brian K. Harrington (7);			2009				207,692				—				—				—				85,556				293,248
Former Chief Financial Officer			2008				225,000				—				67,500				7,720				11,280				311,500
Don M. White(8);			2009				184,765				92,383				84,750				14,160				9,879				385,937
Sr. VP, GM of Astrotech Space Operations			2008				147,200				—				—				1,374				8,022				156,596

Schedule of All Other Compensation for Fiscal Year 2009

		401(K) Plan
		Company				Supplemental
		Matching				Disability Insurance
Named Executive		Contributions				Premium				Severance				Total
Officer		($)				($)				Payments ($)				($)
Thomas B. Pickens, III			10,520				1,454				—				11,974
John M. Porter			6,863				515				—				7,378
James D. Royston			—				813				—				813
Lance W. Lord			—				703				—				703
Don M. White			9,141				738				—				9,879
Brian K. Harrington(1)			12,962				909				71,685				85,556

Fiscal Year 2009 Grants of Plan-Based Awards

The following table shows additional information regarding: (i) the target and presumed maximum level of annual cash incentive awards for the Company’s executive officers for performance during fiscal year 2010, as established by the Compensation Committee in August 2009 under the Company’s Key Employee Incentive Bonus Plan; and (ii) stock option awards granted in August 2009 that were awarded to help retain the NEOs and focus their attention on building Shareholder value. The actual amount of the annual cash incentive award received by each NEO for performance during fiscal year 2009 is shown in the Fiscal Year 2009 Summary Compensation Table.

										All Other				All Other
		Estimated Future								Stock				Option								Grant
		Payouts Under Non-								Awards:				Awards:								Date Fair
		Equity Incentive Plan								Number of				Number of								Value of				Grant Date
		Awards								Shares				Securities								Stock and				of
		Target				Maximum				Restricted				Underlying				Exercise				Option				Restricted
Name		($)(1)				($)(1)				Stock (#)(3)				Options(2)				Price				Awards($)				Stock
Thomas B. Pickens, III			114,000				190,000				750,000				—				—				—			August 19, 2009
John M. Porter			75,000				125,000				300,000				100,000			$	0.35				30,040			August 19, 2009
James D. Royston			63,000				105,000				—				—				—				—				—
Lance W. Lord			72,000				120,000				—				—				—				—				—
Don M. White			60,141				100,235				75,000				—				—				—			August 19, 2009
Brian K. Harrington(4)			—				—				—				—				—				—				—

Employment Agreements

The Company has entered into employments agreements with Mr. Pickens, Mr. Royston, Mr. Lord and Mr. White. Mr. Harrington had an employment agreement at the time of his resignation. Each employment agreement sets forth, among other things, the NEO’s minimum base salary, bonus opportunities and provisions with respect to certain payments and other benefits upon termination of employment under certain circumstances such as without “Cause,” leaving employment for “Good Reason” or a “Change in Control.” Please see Potential Payments Upon Termination or Change in Control for a description of such provisions.

The minimum base salary set in the employment agreement for Mr. Pickens is $360,000, Mr. Lord is $175,000, Mr. Royston is $210,000 and for Mr. White is $184,765. Mr. Harrington was paid his salary pro rata through the date of his resignation to June 30, 2009.

The NEOs participate in the Key Employee Incentive Bonus Plan in accordance with the terms of the plan which includes all employees of the Director Level and above. In accordance with that Plan, all NEO’s maximum bonus 50%, subject to Compensation Committee discretion.

Awards

In September 2009, the Compensation Committee awarded restricted stock awards to the Company’s NEOs (and virtually all employees). The Compensation Committee also awarded bonuses to NEOs, and virtually all other employees, as recognition of the strong financial performance achieved during 2009.

Salary and Bonus in Proportion to Total Compensation

We believe that a substantial portion of each NEO’s compensation should be in the form of performance based awards, particularly equity based awards which align the interest of management with that of the Shareholders. In 2009, the total compensation of our NEOs was consistent with this philosophy. Providing long-term compensation such as equity awards allows the Company to attract and incent qualified executives with less cash outlay, and to retain the executives over a longer period.

Outstanding Equity Awards at Fiscal Year 2009 End

The following table shows certain information about unexercised options at June 30, 2009.

Schedule of Outstanding Equity Awards

		Option Awards
		Number of				Number of
		Securities				Securities
		Underlying				Underlying
		Unexercised				Unexercised
		Options (#)				Options (#)				Option Exercise				Option
Name		Exercisable(1)				Unexercisable(2)				Price ($)				Expiration Date
Thomas B. Pickens, III			100,000				—				0.45				07/18/2010
			1,000				—				20.80				12/01/2011
			500				—				7.70				12/01/2012
			500				—				7.20				12/12/2013
John M. Porter			40,000				60,000				0.35				10/01/2018
James D. Royston			75,000				—				0.45				07/18/2010
			400				—				7.00				09/17/2012
			400				—				10.20				08/07/2013
			1,200				—				24.10				08/16/2014
			1,200				300				14.30				08/03/2015
			2000				1,000				11.50				08/09/2016
Lance W. Lord			87,500				—				0.45				07/18/2010
Don M. White			8,900				—				0.45				07/18/2010
			1,200				600				11.50				08/09/2016
			12,500				37,500				0.33				10/06/2018
Brian K. Harrington(3)			2,000				—				17.50				09/02/09
			2,000				—				24.10				09/02/09
			2,000				—				14.30				09/02/09
			2,000				—				11.50				09/02/09
			50,000				—				0.45				09/02/09

The following table provides information with respect to the vesting of each NEO’s outstanding unexercisable options that are set forth in the above table:

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				10/06/2012
John M. Porter											60,000
James D. Royston			300				500								500				—				—
Don M. White							300								300				12,500				12,500				12,500

2009 Option Exercises and Stock Vested

During fiscal year 2009 there were no stock options exercised. On July 18, 2008, the Compensation Committee made equity and cash awards to its CEO and NEOs reflective of their contributions in fiscal 2008. The following table sets forth the number and corresponding value realized during fiscal year 2009 and reflecting the grants made on July 18, 2008 with respect to common stock or restricted stock grants.

		Option Awards								Stock Awards
		Number of
		Shares
		Acquired on				Value Realized				Number of Shares				Value Realized
Name		Exercise				on Exercise				Acquired on Grant				on Grant
Thomas B. Pickens III(1)			—				—				1,100,000			$	495,000
John M. Porter			—				—				—				—
James D. Royston(2)			—				—				200,000				90,000
Lance W. Lord(2)			—				—				50,000				22,500
Brian K. Harrington(2)			—				—				150,000				67,500

The company granted restricted stock units and stock options to the NEO’s during fiscal 2009. Refer to the table entitled “Fiscal Year 2009 Grants of Plan-Based Awards” included in Item 11 of this 10K/A for further detail.

Pension Benefits

All employees of the Company, including NEOs, are eligible to participate in the Astrotech 401(k) plan. In accordance with this plan, employees are eligible to contribute up to 25% of their base salary subject to Internal Revenue Service limitations into the plan with all such contributions being fully vested upon contribution. The Company will match, dollar for dollar, up to 5% of the employee’s contributions. Employer contributions into the plan vest pro-rata after 3 years of vesting service and are fully vested thereafter. The Company has no additional Pension Benefits for its NEOs.

The Company does not have a nonqualified deferred compensation plans and the NEOs have not accrued any benefits or rights to payments other than the Astrotech 401(k) Plan and potential payments upon termination discussed below.

Potential Payments Upon Termination or Change in Control

As noted under Compensation Discussion and Analysis — Post-Termination Compensation, the Company has entered into employment agreements with Mr. Pickens, Mr. Royston, Mr. Lord and Mr. White that provide for payments and other benefits in connection with the officer’s termination for a qualifying event or circumstance and for enhanced payments in connection with such termination after a Change in Control (as defined in the applicable agreement). A description of the terms with respect to each of these types of terminations follows.

Termination Other Than After a Change in Control

The employment agreements provide for payments of certain benefits upon the termination of the employment of the NEO. The NEO’s rights upon termination of his or her employment depend upon the circumstances of the termination. Central to an understanding of the rights of each NEO under the employment agreements is an understanding of the definitions of “Cause” and “Good Reason” that are used in those agreements. For purposes of the employment agreements, the Term of Employment may be terminated at any time by the Company upon the following:

•

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.

The NEO may terminate the Term of Employment at any time upon the following:

•

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.

The benefits to be provided to the NEO in each of these situations are described in the tables below, which assume that the termination had taken place in fiscal 2010.

Termination after a Change in Control

The provisions in each of the employment agreements with respect to a termination after a Change in Control function in a similar manner to the severance provisions described above, except that the NEO becomes entitled to benefits under these provisions only if his employment is terminated within twelve months following a Change in Control. A Change in Control for this purpose is defined to mean (i) the acquisition by any person or entity of the beneficial ownership of securities representing 50% or more of the outstanding securities of the Company having the right under ordinary circumstances to vote at an election of the Board of Directors of the Company; (ii) the date on which the majority of the members of the Board of Directors of the Company consists of persons other than directors nominated by a majority of the directors on the Board of Directors at the time of their election; and (iii) the consummation of certain types of transactions, including mergers and the sale or other disposition of all, or substantially all, of the Company’s assets.

As with the severance provisions described above, the rights to which the NEO is entitled under the Change in Control provision upon a termination of employment are dependent on the circumstances of the termination. The definitions of Cause and other reasons for termination are the same in this termination scenario as in a termination other than after a Change in Control.

Payment Obligations Under Employment Agreements Upon Termination of Employment of NEO

The following tables set forth Astrotech’s potential future payment obligations under the employment agreements under the circumstances specified upon a termination of the employment of our NEOs. Unless otherwise noted, the descriptions of the payments below are applicable to all of the tables relating to potential payments upon termination or a Change in Control.

Equity Acceleration — The Company’s employment agreements include provisions to accelerate the vesting of outstanding equity awards upon termination, including termination pursuant to a Change in Control. The Compensation Committee oversees the Executive Stock Option Plan and is charged with the responsibility of reviewing and granting exceptions to previously issued equity grants on a case by case basis.

Health Care Benefits — The employment agreements generally provide that, after resignation for Good Reason or termination without Cause, the Company will continue providing medical, dental, and vision coverage to the NEO and the NEO’s dependents at least equal to that which would have been provided if the NEO’s employment had not terminated, if such coverage continues to be available to the Company, until the earlier of (a) the date the NEO becomes eligible for any comparable medical benefits provided by any other employer or (b) the end date of an enumerated period following the NEO’s date of termination.

As termination benefits would be payable upon an event following June 30, 2009, the tables below reflect salary changes made by the Compensation Committee for fiscal year 2010.

Thomas B. Pickens III

										Resignation
		Resignation				Termination				for Good
		for Good				for Other				Reason or
		Reason or				Than Good				Termination
		Termination				Reason or				Without Cause
Benefits and Payments		Without				Termination				After Change-
Upon Termination		Cause(1)				With Cause				in-Control(2)				Disability				Death
Compensation(3):
Base Salary			380,000				—				570,000				380,000				380,000
Bonus			95,000				—				142,500				95,000				95,000
Equity(4):
Restricted Stock			2,115,000				—				2,115,000				2,115,000				2,115,000
Benefits and Perquisites:
Post-Termination Health Care			20,793				—				31,190				20,793				20,793
Life Insurance Premiums			—				—				—				—				—
Accrued Vacation Pay(5)			36,538				36,538				36,538				36,538				36,538
Total:			2,647,331				36,538				2,895,228				2,647,331				2,647,331

James D. Royston

										Resignation
		Resignation				Termination				for Good
		for Good				for Other				Reason or
		Reason or				Than Good				Termination
		Termination				Reason or				Without Cause
Benefits and Payments		Without				Termination				After Change-
Upon Termination		Cause(1)				With Cause				in-Control(2)				Disability				Death
Compensation(3):
Base Salary			157,500				—				210,000				157,500				157,500
Bonus			39,375				—				52,500				39,375				39,375
Long Term Cash Incentive(4)			18,000				—				18,000				18,000				18,000
Equity(5):
Restricted Stock			282,000				—				282,000				282,000				282,000
Benefits and Perquisites:
Post-Termination Health Care			11,649				—				15,532				11,649				11,649
Life Insurance Premiums			—				—				—				—				—
Accrued Vacation Pay(6)			20,192				20,192				20,192				20,192				20,192
Total:			528,716				20,192				598,224				528,716				528,716

Lance W. Lord

										Resignation
		Resignation				Termination				for Good
		for Good				for Other				Reason or
		Reason or				Than Good				Termination
Benefits and		Termination				Reason or				Without Cause
Payments Upon		Without				Termination				After Change-
Termination		Cause(1)				With Cause				in-Control(2)				Disability				Death
Compensation(3):
Base Salary			180,000				—				240,000				180,000				180,000
Bonus			45,000								60,000				45,000				45,000
Equity:
Restricted Stock(4)			123,375				—				123,375				123,375				123,375
Benefits and Perquisites:
Post-Termination Health Care			—				—				—				—				—
Life Insurance Premiums			—				—				—				—				—
Accrued Vacation Pay(5)			23,077				23,077				23,077				23,077				23,077
Total:			371,452				23,077				446,452				371,452				371,452

Don M. White

										Resignation
		Resignation				Termination				for Good
		for Good				for Other				Reason or
		Reason or				Than Good				Termination
Benefits and		Termination				Reason or				Without Cause
Payments Upon		Without				Termination				After Change-
Termination		Cause(1)				With Cause				in-Control(2)				Disability				Death
Compensation(3):
Base Salary			100,235				—				150,353				100,235				100,235
Bonus			51,118								75,177				51,118				51,118
Equity:
Restricted Stock(4)			211,500				—				211,500				211,500				211,500
Options(5)			93,375				—				93,375				93,375				93,375
Benefits and Perquisites:
Post-Termination Health Care			7,766				—				11,649				7,766				7,766
Life Insurance Premiums			—				—				—				—				—
Accrued Vacation Pay(6)			19,276				19,276				19,276				19,276				19,276
Total:			483,270				19,276				561,330				483,270				483,270

Director Compensation

Overview

Astrotech’s director compensation program consists of cash-based as well as equity-based compensation. The Board of Directors recognizes that cash compensation is an integral part of the compensation program and has instituted a fixed and variable fee structure to provide compensation relative to the required time commitment of each director. The equity component of Astrotech’s director compensation program is designed to build an ownership stake in the Company while conveying an incentive to directors relative to the returns recognized by our shareholders.

Cash-Based Compensation

Company directors, other than the Chairman of the Audit Committee and Chairman of the Compensation Committee, receive an annual stipend of $30,000 paid upon the annual election of each non-employee director or upon joining the Board of Directors. The Chairman of the Audit Committee receives an annual stipend of $40,000 and the Chairman of the Compensation Committee receives an annual stipend of $35,000, recognizing the additional duties and responsibilities of those roles. In addition, each non-employee director receives a meeting fee of $3,000 for each meeting of the Board of Directors attended in person and $1,000 for each such meeting attended by conference call. Audit Committee member receive $750 per meeting, while the Compensation Committee and the Governance and Nominating Committee members each receive $500 for attendance. All directors are reimbursed ordinary and reasonable expenses incurred in exercising their responsibilities in accordance with Travel and Entertainment Expense Reimbursement policy applicable to all employees of the Company.

On July 18, 2008, the Compensation Committee, with the concurrence of the Committee of Independent Directors, approved grants of unrestricted common stock of 200,000 shares to Mr. Williamson and 150,000 shares to Mr. Adams along with cash bonuses of $36,200 and $27,500 respectively reflecting the extraordinary services of such directors during the period of the Company’s Restructuring and Transition.

Equity-Based Compensation

Under provisions adopted by the Board of Directors, each non-employee director receives 25,000 shares of restricted common stock issued upon his first election to the Board of Directors and an option to purchase an additional 20,000 shares of common stock upon each annual re-election to the Board of Directors. Stock options granted under the plan are priced at the closing market price of the Company’s stock on the day of grant. Restricted stock and stock options granted under the plan vest 25% annually, beginning after 1 year, terminate in 10 years and do not expire upon termination of the director’s term on the Board of Directors.

Pension and Benefits

The non-employee directors are not eligible to participate in the Company’s benefits plans, including the 401(k) plan.

Indemnification Agreements

The Company is party to indemnification agreements with each of its directors that requires the Company to indemnify the directors to the fullest extent permitted by Washington state law. The Company’s certificate of incorporation also requires the Company to indemnify both the directors and officers of the Company to the fullest extent permitted by Washington state law.

Fiscal Year 2009 Non-Employee Director Compensation Table

						Restricted
		Fees Earned or				Stock(1)				Stock
		Paid in Cash				Awards				Options(2)				Total
Name		($)				($)				($)				($)
Mark Adams			47,450				180,800				5,504				233,754
John A. Oliva			51,750				163,850				5,504				221,104
R. Scott Nieboer(3)			40,250				—				5,504				45,754
William F. Readdy			38,000				124,300				5,504				167,804
Sha-Chelle Manning			34,000				132,300				—				166,300
Barry A. Williamson(4)			3,500				—				—				3,500
Total			214,950				601,250				22,016				838,216

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

The following table sets forth as of September 30, 2009, certain information regarding the beneficial ownership of the Company’s outstanding common stock held by (i) each person known by the Company to be a beneficial owner of more than five percent of any outstanding class of the Company’s capital stock, (ii) each of the Company’s directors, (iii) the Company’s Chief Executive Officer and four most highly compensated executive officers at the end of the Company’s last completed fiscal year, and (iv) all directors and executive officers of the Company as a group. Unless otherwise described below, each of the persons listed in the table below has sole voting and investment power with respect to the shares indicated as beneficially owned by each party.

		Amount
		and Nature
		of				Shares								Percentage
Name and Address of Beneficial		Beneficial				Subject to								of
Owners		Ownership#				Options				Total				Class(1)
Common Stock
SMH 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	%

Securities Authorized for Issuance Under Equity Compensation Plans.

Equity Compensation Plan Information

(c)

Number of securities

(a)

remaining available

Number of

(b)

at September 30,

securities to be

Weighted-

2009 for future

issued upon

average exercise

issuance under

exercise of

price of

equity compensation

outstanding

outstanding

plans (excluding

options,

options,

securities

Options

warrants and

warrants and

reflected in

Plan Name

Type

Authorized

rights

rights

column (a)

Plans Previously Approved by Security Holders

1 The 1994 Plan(1)

Common Stock Options Incentive or Non-Qualified

395,000

28,900

$

22.10

0

2 Directors Stock Option Plan(2)

Non-Qualified Common Stock Options

50,000

21,500

$

16.82

23,500

3 1997 Employee Stock Purchase Plan(3)

Common Stock

150,000

0

N/A

1,785

4 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

Additional information on the Company’s equity compensation plan can be found under Item 11 above.

Item 13.		Certain Relationships and Related Transactions and Director Independence.

Related Party Transactions

Executive Credit Cards

Certain Named Executive Officers of the Company have company paid credit cards for ordinary business expenses. Although the Company pays the amounts on the credit cards, the executive officer is obligated to substantiate the charges and reimburse the Company for any non-business related charges. As of September 30, 2009 the Company had no outstanding receivables on such executive credit cards.

Director Independence

The Board of Directors has determined each of the following directors to be an “independent director” as such term is defined by Rule 5605(a)(2) of the NASD:

Mark E. Adams
John A. Oliva
William F. Readdy
Sha-Chelle Manning

The Board of Directors has also determined that each member of the Audit Committee, and the majority of members of the Compensation Committee and the Corporate Governance and Nominating Committee during the past fiscal year meets the independence requirements applicable to those Committees prescribed by NASD and SEC rules.

Item 14.		Principal Accounting Fees and Services.

The Company’s Independent Registered Public Accounting Firm

In February 2009, the Astrotech Shareholders ratified the appointment of PMB Helin Donovan LLP as the independent registered public accounting firm to audit the Company’s financial statements. There were no discussions between the Company and PMB Helin Donovan LLP regarding the application of accounting principles to specific completed or contemplated transactions, or the type of audit opinion that might be rendered on the Company’s financial statements. Furthermore, no written or oral advice was provided by PMB Helin Donovan LLP that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue. The Company has not consulted with PMB Helin Donovan LLP regarding any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions to this item) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

The following table presents fees paid or to be paid for professional audit services rendered by PMB Helin Donovan LLP for the audit of the Company’s annual financial statements during the years ended June 30, 2009 and 2008. PMB Helin Donovan LLP did not provide tax or other consulting services during 2009.

		Fiscal 2009				Fiscal 2008
Audit Fees1		$	161,000			$	146,000
Tax Fees			—				—
All Other Fees			—				—
Total All Fees		$	161,000			$	146,000

Audit Committee Pre-Approval Policy

The Audit Committee is responsible for appointing, setting compensation for, and overseeing the work of PMB Helin Donovan LLP, the Company’s independent registered public accountants. In order to assure that the provision of such services does not impair the auditors’ independence, the Audit Committee has established a policy requiring pre-approval of all audit and permissible non-audit services to be provided by independent registered public accountants. The policy provides for the general pre-approval of specific types of services and gives detailed guidance to management as to the specific audit, audit-related, and tax services that are eligible for general pre-approval. The policy requires specific pre-approval of the annual audit engagement, most statutory or subsidiary audits, and all permissible non-audit services for which no general pre-approval exists. For both audit and non-audit pre-approvals, the Audit Committee will consider whether such services are consistent with applicable law and SEC rules and regulations concerning auditor independence.

The policy delegates to the Chairman the authority to grant certain specific pre-approvals; provided, however, that the Chairman is required to report the granting of any pre-approvals to the Audit Committee at its next regularly scheduled meeting. The policy prohibits the Audit Committee from delegating to management the Committee’s responsibility to pre-approve services performed by the independent registered public accountants.

Exhibit No.						Description of Exhibit
	(31	)				Rule 13a-14(a) Certifications
	31.1					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 herewith
	31.2					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 Certifications
	32.1					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 herewith
	32.2					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

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Astrotech Corporation		By:		/s/ Thomas B. Pickens, III   Thomas B. Pickens, III Chief Executive Officer and Director
Date: October 28, 2009
		By:		/s/ John M. Porter   John M. Porter Senior Vice President and Chief Financial Officer
Date: October 28, 2009

Pursuant to the requirements of the Securities and Exchange Act of 1934, this report has been signed below by the following persons on behalf of this registrant in the capacities and on the dates indicated.

/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

EXHIBIT INDEX

(31)						Rule 13a-14(a) Certifications
	31.1					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 herewith
	31.2					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 Certifications
	32.1					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 herewith
	32.2					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