Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 30, 2021, Astec Industries, Inc. (the "Company") entered into new severance agreements ("Severance Agreements") with certain officers, including Barry Ruffalo, Rebecca Weyenberg, Timothy Averkamp, Jaco van der Merwe and Anshu Pasricha (each such named officer, the "Executive"), pursuant to which each Executive would be eligible for certain severance benefits upon a termination of employment under certain circumstances. The original term of the Severance Agreement for each Executive will generally end on the third anniversary of the execution of the agreement, except that, commencing on such third anniversary and on each one-year anniversary of such date thereafter, the term of the Severance Agreement will automatically be extended for an additional year, unless the Company or the Executive give notice of non-renewal not later than 60 days prior to the applicable renewal date.

The Severance Agreements provide that if an Executive's employment with the Company is terminated (i) by the Company other than due to Cause (as defined in the Severance Agreement), death or Disability (as defined in the Severance Agreement), or (ii) by the Executive for Good Reason (as defined in the Severance Agreement), then, in addition to certain accrued compensation and benefits, the Company will make certain severance payments and provide certain benefits to the Executive, generally as follows (in each case, as further described in the Severance Agreement):



•a lump sum cash amount equal to a pro-rata portion of the Executive's target
annual cash incentive under the Company's annual incentive programs for the year
of termination (based on the number of days employed during such year);
•a lump sum cash amount equal to 1.5 (two for Mr. Ruffalo) multiplied by the sum
of (1) the Executive's annual base salary plus (2) the Executive's target annual
cash incentive;
•cash payment for health coverage equal to monthly cost to provide group
medical, dental, vision and/or prescription drug plan benefits sponsored by the
Company and maintained by the Executive as of the date of the termination
multiplied by 18 (24 for Mr. Ruffalo);
•reasonable and customary outplacement services for a period of 18 months (24
months for Mr. Ruffalo) after termination, for up to $10,000; and
•treatment of equity compensation awards as follows:
•immediate pro-rata vesting of unvested time-based awards (based on the number
of calendar days of employment during the vesting period); and
•pro-rata vesting of unvested performance-based awards (based on the number of
days employed during the performance period).

As a condition to receiving the severance compensation described above, an Executive is required to timely sign and not revoke a customary release of claims in favor of the Company.

The Severance Agreement includes customary confidentiality, intellectual property and mutual non-disparagement restrictive covenants, as well as non-competition and non-solicitation provisions that extend for 18 months (24 months for Mr. Ruffalo) after termination (collectively, the "Restrictive Covenants").

If an Executive experiences a termination of employment that entitles the Executive to compensation or benefits under a change in control employment arrangement with the Company (or other individual arrangement with the Company that provides for severance compensation or benefits primarily following or in connection with a "change in control"), then the Executive will not be entitled to any compensation or benefits under the Severance Agreement, the term of the Severance Agreement will immediately cease, and the Restrictive Covenants will no longer apply.

The foregoing summary of the Severance Agreements is qualified in its entirety by reference to the full text of the form of Severance Agreement for the President & Chief Executive Officer and the form of Severance Agreement for other participating Executives, copies of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits
(d)Exhibits
  10.1        Form of Severance Agreement between Astec Industries, Inc. and President &
            Chief Executive Officer
  10.2        Form of Severance Agreement between Astec Industries, Inc. and Certain
            Officers other than the President & Chief Executive Officer

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