AGREEMENT REGARDING PAY-TO-STAY
This Agreement is entered into as of June 30, 2000, by and between Aastrom Biosciences, Inc., a Michigan
corporation ("Employer"), and Todd E. Simpson ("Employee"), with respect to the following facts:
A. Employer currently employs Employee.
B. In the Fall of 1999, Employer was experiencing severe financing difficulties, such that Employer needed to
substantially reduce operations and the number of its employees, and Employer was seeking to be acquired by a
third party. Under these circumstances, Employer found it to be necessary to offer and enter into a "Pay to Stay
Severance Agreement" with Employee, in order to induce Employee to remain employed by Employer through
April 30, 2000.
C. Pursuant to the Pay to Stay Severance Agreement, Employee is entitled to receive a six month salary
severance payment (the "Payment Sum") upon termination of employment, so long as Employee remains
employed through April 30, 2000. Since the Fall of 1999, Employer's financing position has improved, such that
Employer's current focus is on growing and developing its business, rather than to principally pursue an
acquisition transaction. Accordingly, Employer would like the employment of Employee to continue, and
Employer does not want Employee to have an incentive to terminate employment in order to obtain the Payment
Sum or to obtain full vesting of Employee's stock options.
D. In view of the fact that Employee has been willing to remain in the employment of Employer during the past
difficult months, and the fact that Employee has been supportive and instrumental in helping Employer attain its
current position, Employer has concluded that Employee has now fully earned the Payment Sum.
E. Pursuant to the Pay to Stay Severance Agreement, Employee was also entitled to an "Incentive Sale Bonus"
based upon the net sales proceeds from a third party acquiring Employer.
WHEREFORE, the parties hereto mutually agree as follows:
1. Severance Pay.