This Employment Agreement (the "Agreement") is entered into as of June 11, 2004, by and between Aastrom
Biosciences, Inc., a Michigan corporation ("Employer") and James A. Cour ("Employee").
NOW, THEREFORE, the parties agree as follows:
1. EMPLOYMENT Employer hereby engages Employee, and Employee hereby accepts such engagement, upon
the terms and conditions set forth herein.
2. DUTIES Employee is engaged as President and Chief Operating Officer. Employee shall perform faithfully and
diligently the duties customarily performed by persons in the position for which employee is engaged, together
with such other reasonable and appropriate duties as Employer shall designate from time to time. Employee shall
devote Employee's full business time and efforts to the rendition of such services and to the performance of such
duties. As a full-time employee of Employer, Employee shall not be entitled to provide consulting services or
other business or scientific services to any other party, without the prior written consent of Employer.
3.1 BASE SALARY During the term of this Agreement, as compensation for the proper and satisfactory
performance of all duties to be performed by Employee hereunder, Employer shall pay Employee at an annual
salary rate of Two Hundred Sixty Thousand Dollars ($260,000), payable in semi-monthly installments, less
required deductions for state and federal withholding tax, Social Security and all other employee taxes and
payroll deductions. The base salary shall be subject to review and adjustment on an annual basis.
4.1 COMMENCEMENT The employment relationship pursuant to this Agreement shall commence on or before
July 6, 2004.
4.2 TERMINATION AT WILL Although Employer and Employee anticipate a long and mutually rewarding
employment relationship, either party may terminate this Agreement, without cause, upon fourteen (14) days'
prior written notice delivered to the other. It is expressly understood and agree