AMENDED AND RESTATED
This Amended and Restated Employment Agreement (the "Agreement") is entered into as of August 27, 2004,
by and between AASTROM BIOSCIENCES, INC., a Michigan corporation ("Employer"), and BRIAN
A. Employer and Employee are parties to that certain Employment Agreement entered into as of June 4, 1993
(the "Existing Employment Agreement").
B. Employer and Employee are also parties to certain other written employment and/or benefits-related
agreements as follows: (i) Pay to Stay Severance Agreement dated as of October 19, 1999; (ii) Agreement
Regarding Pay-To-Stay dated as of April 28, 2000; (iii) Retention Bonus Agreement dated as of July 17, 2000;
and (iv) Relocation Bonus Agreement dated as of July 17, 2000 (collectively, the "Other Agreements").
C. Employer and Employee desire to amend and restate the Existing Employment Agreement to incorporate into
a single document the terms and conditions of the Existing Employment Agreement and the Other Agreements as
set forth herein.
D. Employer and Employee intend that this Agreement shall supersede in their entirety the Existing Employment
Agreement and the Other Agreements, which Existing Employment Agreement and Other Agreements are, by
this Agreement, hereby terminated in their entirety.
1. DEFINITIONS. As used in this Agreement, the following terms shall have the following meanings:
"Acquiring Corporation" shall mean the surviving, successor or purchasing corporation or parent corporation
thereof, in a Change in Control, as the case may be.
"Cause" means the occurrence of any of the following events, as determined by the Board of Directors of
Employer, in good faith:
(i) Employee's theft, material act of dishonesty or fraud, or intentional falsification of any records of Employer;
(ii) Employee's breach of the Aastrom Biosciences, Inc. Amended and Restated Employee Proprietary
Information and Invention Agreement or any other agreem