RELOCATION BONUS AGREEMENT
This Agreement is made by and between Aastrom Biosciences, Inc., a Michigan Corporation ("Aastrom") and
[_________] ("Employee"), as a supplement to the existing Employment Agreement pursuant to which Aastrom
has employed Employee.
A. Aastrom currently employs Employee in the position of Vice President.
B. This Agreement is being entered into to provide Employee with sufficient incentives and encouragements for
Employee to remain with Aastrom, notwithstanding the possibility of the occurrence in the future of a Merger
Transaction (as defined below) and a request for Employee to relocate following such Merger Transaction.
C. As used in this Agreement, the following terms shall have the following meanings:
"Cause" means the occurrence of any of the following events, as determined by the Board of Directors of
Aastrom, in good faith:
(i) Employee's theft, material act of dishonesty, fraud, or intentional falsification of any records of Aastrom;
(ii) Employee's improper use or disclosure of confidential or proprietary information of Aastrom;
(iii) Employee's gross negligence or willful misconduct in the performance of Employee's assigned duties (but not
mere unsatisfactory performance);
(iv) Employee's conviction (including any plea of guilty or nolo contendre) of a crime of moral turpitude causing
material harm to the reputation or standing of Aastrom or which materially impairs Employee's ability to perform
his duties for Aastrom.
"Change in Control" shall mean the occurrence of any of the following events:
(i) All or substantially all of the assets of Aastrom are sold;
(ii) Aastrom is acquired by another company, by merger or by acquisition of the stock of the Company, after
which the previous shareholders of Aastrom own less than 50% of all of the voting stock of the surviving entity.
"Merger Transaction" means a transaction pursuant to which Aastrom is acquired by another entity, thereby
resulting in a Change in Control of A