Astrotech Corp. (ASTC)

[mas]

Transition Services Agreement with LMT

http://www.sec.gov/Archives/edgar/data/1001907/000157104914004194/nny1401636_8k.htm

http://www.sec.gov/Archives/edgar/data/1001907/000157104914004194/nny1401636_ex10-1.htm
http://www.sec.gov/Archives/edgar/data/1001907/000157104914004194/nny1401636_ex10-2.htm


On August 22, 2014, Astrotech Corporation, a Washington corporation (the “Company”), in connection with the closing of the transactions contemplated by the Asset Purchase Agreement (as defined and described below), entered into a Transition Services Agreement (the “TSA”) with Lockheed Martin Corporation, a Maryland corporation (“Lockheed Martin”) and Lockheed Martin’s wholly-owned subsidiary Elroy Acquisition Company, LLC, a Delaware limited liability company (“Buyer” and, together with Lockheed Martin, the “Buyer Companies”), pursuant to which the Company and Buyer agreed to provide the other party with certain services, including, among others, services related to benefits, human resources and payroll administration, cash management, financial statements and compliance, each of a type currently provided by or for the Company or the ASO Business (as defined below), as applicable, after the consummation of the Asset Sale (as defined below).

The Company has agreed to provide services to Buyer for a period of up to one year and Buyer has agreed to provide services to the Company for a period of up to six months. Each party has the option to extend the term of the services provided by the other party for a period of one year. Services provided pursuant to the TSA may be terminated by the party receiving such services on an individual basis upon 30 days’ notice to the providing party. The party receiving services shall pay the providing party, as consideration for such services, on a time and materials basis, fees based upon a set fringe rate and fee rate and the salary of the employee of the providing party who is providing such services.