EXHIBIT 10.27 

EFFECTIVE DECEMBER 19, 2008

AMENDED AND RESTATED
GERON CORPORATION 
SEVERANCE
PLAN 
(AND SUMMARY
PLAN
DESCRIPTION) 

     This
Severance Plan (the “Plan”) sets forth the severance benefits available to Covered
Employees of Geron Corporation (together with any successor to substantially all
of its business, stock or assets, the “Company”) in the event of a
transaction resulting in a Change of Control (as defined below). 

     The Plan
is an employee welfare benefit plan subject to the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”). This Plan document is also
the summary plan description of the Plan. References in the Plan to “You” or
“Your” are references to an employee of the Company. 

     1.
General Eligibility. You shall only be
eligible for benefits under this Plan if, immediately prior to a Triggering
Event, you are an employee of the Company (a “Covered Employee”). 

     2.
Enhanced Severance. Upon a Triggering Event
following a Change of Control (as described in Section 13(c)(ii), (iii) or (iv)
below), you shall receive a severance payment equal to the amount of your base
salary for a severance period that is determined based on your position with the
Company immediately before such Triggering Event pursuant to the following
schedule, provided that the Triggering Event constitutes a “separation from
service” within the meaning of Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”) and the regulations promulgated thereunder,
including Treasury Regulation Section 1.409A-1(h) (a “Separation from
Service”): 


	Covered
      Position  	Severance
      Period  
	CEO  	18 months  
	Group President, Executive Vice  	15 months  
	President, Senior Vice President, Chief  	  
	Financial Officer, Chief Scientific  	  
	Officer, and other named
      officers  	  
	Vice President, Executive
      Director  	12 months  
	Senior Director, Director, Associate  	6 months  
	Director  	  
	Senior Scientist/Scientist,  	3 months  
	Manager, Associate, other Staff 
    	 





     3. Payment and Other Terms.


          (a) All severance payments under this Plan shall be made in a
lump-sum and be reduced by any applicable taxes or any other amounts required to
be paid or withheld by the Company. Such payments shall be made sixty (60) days
following the applicable Triggering Event. Notwithstanding any provision herein
to the contrary, if you are deemed by the Company at the time of your Separation
from Service to be a “specified employee” for purposes of Section
409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any portion
of the benefits to which you are entitled under this Plan is required in order
to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of the Code,
such portion of your benefits shall not be provided to you prior to the earlier
of (i) the expiration of the six-month period measured from the date of your
Separation from Service with the Company or (ii) the date of your death. Upon
the first business day following the expiration of the applicable Code Section
409A(a)(2)(B)(i) period, all payments deferred
pursuant to the preceding sentence shall be paid in a lump sum to you (or your
estate or beneficiaries), and any remaining payments due under the Plan shall be
paid as otherwise provided herein.

          (b)
The Company will pay all premiums required for continuation of health benefits
under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”) through the earlier of the end of your enhanced severance period as
specified in Section 2 or when you obtain other employment offering health care
coverage.




          (c) The receipt of any severance pursuant to this Section 3
will be subject to your signing (or, in the event of your death, your estate or
beneficiaries signing) a general release of all claims against the Company and
its affiliates in a form acceptable to the Company, within fifty (50) days
following the termination of employment which constitutes the Triggering Event,
and subsequently not revoking such release within any period permitted under
applicable law. No severance pursuant to Section 3 will be paid or provided
until the general release of claims becomes effective and
irrevocable.

     4. Effective Date of
Plan/Amendment. This Plan shall be
effective as of January 21, 2003. The Board shall
have the power to amend or terminate this Plan from time to time in its
discretion and for any reason (or no reason), provided that no such amendment or
termination shall be effective with respect to a Triggering Event that occurred
prior to the amendment or termination.

     5. Claims
Procedures.

          (a) Normally, you do not need to present a formal claim to
receive benefits payable under this Plan. 

          (b) If any person (the “Claimant”) believes that benefits are
being denied improperly, that the Plan is not being operated properly, that
fiduciaries of the Plan have breached their duties, or that the Claimant’s legal
rights are being violated with respect to the Plan, the Claimant must file a
formal claim, in writing, with the Plan Administrator. This requirement applies
to all claims that any Claimant has with respect to the Plan, including claims
against fiduciaries and former fiduciaries, except to the extent the Plan
Administrator determines, in its sole discretion, that it does not have the
power to grant all relief reasonably being sought by the Claimant. 

          (c) A formal claim must be filed within 90 days after the date
the Claimant first knew or should have known of the facts on which the claim is
based, unless the Plan Administrator in writing consents otherwise. The Plan
Administrator shall provide a Claimant, on request, with a copy of the claims
procedures established under subsection (d).

          (d) The Plan Administrator has adopted procedures for
considering claims (which are set forth in Appendix A), which it may amend from
time to time, as it sees fit. These procedures shall comply with all applicable
legal requirements. These procedures may provide that final and binding
arbitration shall be the ultimate means of contesting a denied claim (even if
the Plan Administrator or its delegates have failed to follow the prescribed
procedures with respect to the claim). The right to receive benefits under this
Plan is contingent on a Claimant using the prescribed claims and arbitration
procedures to resolve any claim.

     6. Plan Administration.


          (a) The Plan Administrator is responsible for the general
administration and management of the Plan and shall have all powers and duties
necessary to fulfill its responsibilities, including, but not limited to, the
discretion to interpret and apply the Plan and to determine all questions
relating to eligibility for benefits. The Plan shall be interpreted in
accordance with its terms and their intended meanings. However, the Plan
Administrator and all Plan fiduciaries shall have the discretion to interpret or
construe ambiguous, unclear, or implied (but omitted) terms in any fashion they
deem to be appropriate in their sole discretion, and to make any findings of
fact needed in the administration of the Plan. The validity of any such
interpretation, construction, decision, or finding of fact shall not be given de
novo review if challenged in court, by arbitration, or in any other forum, and
shall be upheld unless clearly arbitrary or capricious. 

          (b)
All actions taken and all determinations made in good faith by the Plan
Administrator or by Plan fiduciaries will be final and binding on all persons
claiming any interest in or under the Plan. To the extent the Plan Administrator
or any Plan fiduciary has been granted discretionary authority under the Plan,
the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority
shall not obligate it to exercise its authority in a like fashion
thereafter.

2




          (c) If, due to errors in drafting, any Plan provision does not
accurately reflect its intended meaning, as demonstrated by consistent
interpretations or other evidence of intent, or as determined by the Plan
Administrator in its sole discretion, the provision shall be considered
ambiguous and shall be interpreted by the Plan Administrator and all Plan
fiduciaries in a fashion consistent with its intent, as determined in the sole
discretion of the Plan Administrator. The Plan Administrator shall amend the
Plan retroactively to cure any such ambiguity.

          (d) No Plan fiduciary shall have the authority to answer
questions about any pending or final business decision of the Company or any
affiliate that has not been officially announced, to make disclosures about such
matters, or even to discuss them, and no person shall rely on any unauthorized,
unofficial disclosure. Thus, before a decision is officially announced, no
fiduciary is authorized to tell any employee, for example, that the employee
will or will not be laid off or that the Company will or will not offer exit
incentives in the future. Nothing in this subsection shall preclude any
fiduciary from fully participating in the consideration, making, or official
announcement of any business decision.

          (e) This Section may not be invoked by any person to require
the Plan to be interpreted in a manner inconsistent with its interpretation by
the Plan Administrator or other Plan fiduciaries.

     7.
Superseding Plan. As of January 21, 2003,
this Plan (i) shall be the only plan with respect to which benefits may be
provided to you upon a Change of Control and (ii) shall supersede any other plan
(other than the 1992 Stock Option Plan and the 2002 Equity Incentive Plan and
any option agreements thereunder) previously adopted by the Company with respect
to a transaction resulting in a Change of Control; provided, however, that this
Plan shall not supersede any employment agreement or other similar agreement
entered into between an individual and the Company, and provided, further, that
payments under any such employment agreement or other similar agreement shall be
reduced by the amount of severance or other cash compensation, if any, payable
under this Plan.

     8.
Limitation On Employee Rights; At-Will Employment. This Plan shall not give any employee the right to be retained in the
service of the Company or interfere with or restrict the right of the Company to
discharge or retire the employee. All employees of the Company are employed at
will.

     9. No
Third-Party Beneficiaries. This Plan shall
not give any rights or remedies to any person other than covered employees and
the Company.

     10.
Governing Law. This Plan is a welfare plan
subject to ERISA and it shall be interpreted, administered, and enforced in
accordance with that law. To the extent that state law is applicable, the
statutes and common law of the State of California, excluding any that mandate
the use of another jurisdiction’s laws, shall apply. 

     11.
Miscellaneous. Where the context so
indicates, the singular will include the plural and vice versa. Titles are
provided herein for convenience only and are not to serve as a basis for
interpretation or construction of the Plan. Unless the context clearly indicates
to the contrary, a reference to a statute or document shall be construed as
referring to any subsequently enacted, adopted, or executed counterpart.


     12.
Section 409A. To the extent applicable, this
Plan shall be interpreted in accordance with, and incorporate the terms and
conditions required by, Section 409A of the Code and Department of Treasury
regulations and other interpretive guidance issued thereunder, including without
limitation any such regulations or other guidance that may be issued after the
adoption of this Plan. Notwithstanding any provision of this Plan to the
contrary, in the event that the Company determines that any amounts payable
hereunder will be immediately taxable to you under Section 409A of the Code and
related Department of Department of Treasury guidance, to the extent permitted
under Section 409A of the Code, the Company may, to the extent permitted under
Section 409A of the Code (a) cooperate in good faith to adopt such amendments to
this Plan and appropriate policies and procedures, including amendments and
policies with retroactive effect, that they determine necessary or appropriate
to preserve the intended tax treatment of the benefits provided by this Plan,
preserve the economic benefits of this Plan and avoid less favorable accounting
or tax consequences for the Company and/or (b) take such other actions as
mutually determined necessary or appropriate to exempt the amounts payable
hereunder from Section 409A of the Code or to comply with the requirements of
Section 409A of the Code and thereby avoid the application of penalty taxes
under such section.

3




     13.
Definitions. For purposes of this Plan, the
following terms shall have the following meanings:

          (a)
“Cause”
shall mean any of the following: 

               (i) your continued failure to satisfactorily perform your
duties to the Company (other than as a result of your total or partial
incapacity due to physical or mental illness);

               (ii) any willful act or omission by you constituting
dishonesty, fraud or other malfeasance against the Company;

               (iii) your conviction of a felony under the laws of the United
States or any state thereof or any other jurisdiction in which the Company
conducts business;

               (iv) your debarment by the U.S. Food and Drug Administration
from working in or providing services to any pharmaceutical or biotechnology
company under the Generic Drug Enforcement Act of 1992, or other ineligibility
under any law or regulation to perform your duties to the Company; or

               (v) your breach of any of the material policies of the Company
including without limitation being under the influence of illicit drugs or
alcohol at work or on the Company’s premises.

          (b)
“Change of Control” shall mean the occurrence of any of the following:

               (i) as a result of any merger or consolidation, the voting
securities of the Company outstanding immediately prior thereto represent
(either by remaining outstanding or by being converted into voting securities of
the surviving or acquiring entity) less than 49% of the combined voting power of
the voting securities of the Company or such surviving or acquiring entity
outstanding immediately after such merger or consolidation;

               (ii) during any period of twenty four consecutive calendar
months, the individuals who at the beginning of such period constitute the
Company’s Board of Directors (the “Board”), and any new directors whose
election by such Board or nomination for election by stockholders was approved
by a vote of at least two-thirds of the members of such Board who were either
directors on such Board at the beginning of the period or whose election or
nomination for election as directors was previously so approved, for any reason
cease to constitute at least a majority of the members thereof;

               (iii) any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as amended
(“Exchange Act”))(a “Person”) shall become the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 20% of
the then outstanding shares of Common Stock of the Company;

               (iv) any sale of all or substantially all of the assets of the
Company; provided that in the event of a sale of less than all of the assets of
the Company the Plan Administrator may determine that a Change of Control has
only occurred (for purposes of determining eligibility for benefits under the
Plan) with regard to those employees whose services are specifically
attributable to the sold assets, or

4




               (v)
the complete liquidation or dissolution of the Company. 

     The Plan
Administrator shall have sole discretion with regard to whether a Change of
Control has occurred for purposes of this Plan, and if a Change of Control has
occurred as a result of sale of less than all of the Company’s assets as
described in clause (iv) above, shall have sole discretion with regard to the
determination of which employees’ services are specifically attributable to the
sold assets and are therefore eligible for benefits under this Plan in
connection with such sale of assets.

          (c)
“Triggering Event” shall mean

               (i) your employment is terminated by the Company without Cause
in connection with a Change of Control or within twelve (12) months following a
Change of Control; provided, however, if you are terminated by the Company in
connection with a Change of Control but immediately accept employment with the
Company’s successor or acquirer, you will not be deemed to be covered by this
subsection (i), unless you are subsequently terminated without Cause by the
successor or acquirer within the twelve (12) months following the Change of
Control; 

               (ii) you, in connection with a Change of Control, are not
offered Comparable Employment (new or continuing) by the Company or the
Company’s successor or acquirer within thirty (30) days after the Change of
Control or you reject any employment that you are offered. “Comparable Employment”
shall mean employment on terms which provide (a) the same or greater rate of
base pay or salary as in effect immediately prior to a Change of Control, (b)
the same, equivalent or higher job title and level of responsibility as you had
prior to a Change of Control, (c) if as of the Change of Control you are
employed at the director level or above, equivalent or higher bonus opportunity
as your bonus opportunity for the year preceding the year in which the Change of
Control occurs, and (d) a principal work location that is both (i) no more than
forty-five (45) miles from your principal work location immediately prior to the
Change of Control and (ii) no more than thirty (30) miles farther from your
principal weekday residence than was your principal work location immediately
prior to the Change of Control; or

               (iii) after accepting (or continuing) employment with the
Company after a Change of Control, you resign employment within six (6) months
following a Change of Control due to a Material Change in Your Terms of
Employment. For purposes of the foregoing, a “Material Change in Your Terms of Employment” shall occur if: (a) your base salary or job title is materially reduced
from that in effect immediately prior to a Change of Control or (b) if as of the
Change of Control you are employed at the director level or above, you are
subject to a substantial reduction in bonus opportunity from your bonus
opportunity for the year preceding the year in which the Change of Control
occurs, or (c) your principal work location is to be moved to a location that is
either (i) more than forty-five (45) miles from your principal work location
immediately prior to the Change of Control or (ii) more than thirty (30) miles
farther from your principal weekday residence than was your principal work
location immediately prior to the Change of Control.

5




APPENDIX A 

DETAILED CLAIMS AND ARBITRATION PROCEDURES 

1. Claims Procedure 

     Initial Claims


     All
claims shall be presented to the Plan Administrator in writing. Within 90 days
after receiving a claim, a claims official appointed by the Plan Administrator
shall consider the claim and issue his or her determination thereon in writing.
If the Plan Administrator or claims official determines that an extension of
time is necessary, the claims official may extend the determination period for
up to an additional 90 days by giving the Claimant written notice indicating the
special circumstances requiring the extension of time prior to the termination
of the initial 90 day period. Any claims that the Claimant does not pursue in
good faith through the initial claims stage shall be treated as having been
irrevocably waived.

     Claims Decisions


     If the
claim is granted, the benefits or relief the Claimant seeks shall be provided.
If the claim is wholly or partially denied, the claims official shall, within 90
days (or a longer period, as described above), provide the Claimant with written
notice of the denial, setting forth, in a manner calculated to be understood by
the Claimant: (1) the specific reason or reasons for the denial; (2) specific
references to the provisions on which the denial is based; (3) a description of
any additional material or information necessary for the Claimant to perfect the
claim, together with an explanation of why the material or information is
necessary; and (4) an explanation of the procedures for appealing denied claims.
If the Claimant can establish that the claims official has failed to respond to
the claim in a timely manner, the Claimant may treat the claim as having been
denied by the claims official.

     Appeals of Denied Claims


     Each
Claimant shall have the opportunity to appeal the claims official’s denial of a
claim in writing to an appeals official appointed by the Plan Administrator
(which may be a person, committee, or other entity). A Claimant must appeal a
denied claim within 60 days after receipt of written notice of denial of the
claim, or within 60 days after it was due if the Claimant did not receive it by
its due date. The Claimant (or the Claimant’s duly authorized representative)
shall be provided upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
Claimant’s claim. The appeals official shall take into account during its review
all comments, documents, records and other information submitted by the Clamant
relating to the claim, without regard to whether such information was submitted
or considered in the initial benefits review. Any claims that the Claimant does
not pursue in good faith through the appeals stage, such as by failing to file a
timely appeal request, shall be treated as having been irrevocably
waived.

     Appeals Decisions


     The
decision by the appeals official shall be made not later than 60 days after the
written appeal is received by the Plan Administrator, however, if the appeals
official determines that an extension of time is necessary, the appeals official
may extend the determination period for up to an additional 60 days by giving
the Claimant written notice indicating the special circumstances requiring the
extension of time prior to the termination of the initial 60 day period. The
appeal decision shall be in writing, shall be set forth in a manner calculated
to be understood by the Claimant and shall include the following: (1) the
specific reason or reasons for the denial; (2) specific references to the
provisions on which the denial is based; (3) a statement that the Claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the
Claimant’s claim. If a Claimant does not receive the appeal decision by the date
it is due, the Claimant may deem the appeal to have been denied.

1 




     Procedures


     The Plan
Administrator shall adopt procedures by which initial claims shall be considered
and appeals shall be resolved; different procedures may be established for
different claims. All procedures shall be designed to afford a Claimant full and
fair consideration of his or her claim.

     Arbitration of Rejected
Appeals 

     If a
Claimant has pursued a claim through the appeal stage of these claims
procedures, the Claimant may contest the actual or deemed denial of that claim
through arbitration, as described below. In no event shall any denied claim be
subject to resolution by any means (such as in a court of law) other than
arbitration in accordance with the following provisions.

2. Arbitration Procedure


     Request for Arbitration


     A
Claimant must submit a request for arbitration to the Plan Administrator within
60 days after receipt of the written denial of an appeal (or within 60 days
after he or she should have received the determination). The Claimant or the
Plan Administrator may bring an action in any court of appropriate jurisdiction
to compel arbitration in accordance with these procedures.

     Applicable Arbitration Rules


     If the
Claimant has entered into a valid arbitration agreement with the Company, the
arbitration shall be conducted in accordance with that agreement. If not, the
rules set forth in the balance of this Appendix shall apply: The arbitration
shall be held under the auspices of the Judicial Arbitration and Mediation
Service (JAMS), whichever is chosen by the party who did not initiate the
arbitration. Except as provided below, the arbitration shall be in accordance
with JAMS’s then-current employment dispute resolution rules. The Arbitrator
shall apply the Federal Rules of Evidence and shall have the authority to
entertain a motion to dismiss or a motion for summary judgment by any party and
shall apply the standards governing such motions under the Federal Rules of
Civil Procedure. The Federal Arbitration Act shall govern all arbitrations that
take place under these Detailed Claims and Arbitration Procedures (or that are
required to take place under them), and shall govern the interpretation or
enforcement of these Procedures or any arbitration award. To the extent that the
Federal Arbitration Act is inapplicable, California law pertaining to
arbitration agreements shall apply.

     Arbitrator


     The
Arbitrator shall be an attorney familiar with employee benefit matters who is
licensed to practice law in the state in which the arbitration is convened. The
Arbitrator shall be selected in the following manner from a list of 11
arbitrators drawn by the sponsoring organization under whose auspices the
arbitration is being conducted and taken from its panel of labor and employment
arbitrators. Each party shall designate all arbitrators on the list whom they
find acceptable; the parties shall then alternately strike arbitrators from the
list of arbitrators acceptable to both parties, with the party who did not
initiate the arbitration striking first. If only one arbitrator is acceptable to
both parties, he or she will be the Arbitrator. If none of the arbitrators is
acceptable to both parties, a new panel of arbitrators shall be obtained from
the sponsoring organization and the selection process shall be
repeated.

     Location


     The
arbitration will take place in or near the city in which the Claimant is or was
last employed by the Company or in which the Plan is principally administered,
whichever is specified by the Plan Administrator, or in such other location as
may be acceptable to both the Claimant and the Plan Administrator.

2 




     Authority of Arbitrator


     The
Arbitrator shall have the authority to resolve any factual or legal claim
relating to the Plan or relating to the interpretation, applicability, or
enforceability of these arbitration procedures, including, but not limited to,
any claim that these procedures are void or voidable. The Arbitrator may grant a
Claimant’s claim only if the Arbitrator determines that it is justified because:
(1) the appeals official erred on an issue of law; or (2) the appeals official’s
findings of fact, if applicable, were not supported by substantial evidence. The
arbitration shall be final and binding on all parties.

     Limitation on Scope of
Arbitration 

     The
Claimant may not present any evidence, facts, arguments, or theories at the
arbitration that the Claimant did not pursue in his or her appeal, except in
response to new evidence, facts, arguments, or theories presented on behalf of
the other parties to the arbitration. However, an arbitrator may permit a
Claimant to present additional evidence or theories if the Arbitrator determines
that the Claimant was precluded from presenting them during the claim and appeal
procedures due to procedural errors of the Plan Administrator or its
delegates.

     Administrative Record


     The Plan
Administrator shall submit to the Arbitrator a certified copy of the record on
which the appeals official’s decision was made.

     Experts, Depositions, and
Discovery 

     Except as
otherwise permitted by the Arbitrator on a showing of substantial need, either
party may: (1) designate one expert witness; (2) take the deposition of one
individual and the other party’s expert witness; (3) propound requests for
production of documents; and (4) subpoena witnesses and documents relating to
the discovery permitted in this paragraph.

     Pre-Hearing Procedures


     At least
30 days before the arbitration hearing, the parties must exchange lists of
witnesses, including any expert witnesses, and copies of all exhibits intended
to be used at the hearing. The Arbitrator shall have jurisdiction to hear and
rule on pre-hearing disputes and is authorized to hold pre-hearing conferences
by telephone or in person, as the Arbitrator deems necessary.

     Transcripts


     Either
party may arrange for a court reporter to provide a stenographic record of the
proceedings at the party’s own cost.

     Post-Hearing Procedures


     Either
party, on request at the close of the hearing, may be given leave to file a
post-hearing brief within the time limits established by the
Arbitrator.

     Costs and Attorneys’ Fees


     The
Claimant and the Company shall equally share the fees and costs of the
Arbitrator, except that the Claimant shall not be required to pay any of the
Arbitrator’s fees and costs if such a requirement would make mandatory
arbitration under these procedures unenforceable. On a showing of material
hardship, the Company, in its discretion, may advance all or part of the
Claimant’s share of the fees and costs, in which case the Claimant shall
reimburse the Company out of the proceeds of the arbitration award, if any, that
the Claimant receives. Each party shall pay its own costs and attorneys’ fees,
except as required by applicable law.

3 




     Procedure for Collecting
Costs From Claimant 

     Before
the arbitration commences, the Claimant must deposit with the Plan Administrator
his or her share of the anticipated fees and costs of the Arbitrator, as
reasonably determined by the Plan Administrator. At least 2 weeks before
delivering his or her decision, the Arbitrator shall send his or her final bill
for fees and costs to the Plan Administrator for payment. The Plan Administrator
shall apply the amount deposited by the Claimant to pay the Claimant’s share of
the Arbitrator’s fees and costs and return any surplus deposit. If the
Claimant’s deposit is insufficient, the Claimant will be billed for any
remaining amount due. Failure to pay any amount within 10 days after it is
billed shall constitute the Claimant’s irrevocable election to withdraw his or
her arbitration request and abandon his or her claim. 

     Arbitration Award


     The
Arbitrator shall render an award and opinion in the form typically rendered in
labor arbitrations. Within 20 days after issuance of the Arbitrator’s award and
opinion, either party may file with the Arbitrator a motion to reconsider, which
shall be accompanied by a supporting brief. If such a motion is filed, the other
party shall have 20 days from the date of the motion to respond, after which the
Arbitrator shall reconsider the issues raised by the motion and either promptly
confirm or promptly change his or her decision. The decision shall then be final
and conclusive on the parties. Arbitrator fees and other costs of a motion for
reconsideration shall be borne by the losing party, unless the Arbitrator orders
otherwise. Either party may bring an action in any court of appropriate
jurisdiction to enforce an arbitration award. A party opposing enforcement of an
arbitration award may not do so in an enforcement proceeding, but must bring a
separate action in a court of competent jurisdiction to set aside the award. In
any such action, the standard of review shall be the same as that applied by an
appellate court reviewing the decision of a trial court in a nonjury
trial.

     Severability


     The
invalidity or unenforceability of any part of these arbitration procedures shall
not affect the validity of the rest of the procedures.

4 




APPENDIX B 

ADDITIONAL INFORMATION


RIGHTS UNDER ERISA 

As a participant in the Plan, you are
entitled to certain rights and protections under ERISA. ERISA provides that all
Plan participants will be entitled to: 

Receive Information About Your
Plan and Benefits 

     1. Examine, without charge, at the
Plan administrator’s office and at certain Company offices, all Plan documents including collective bargaining agreements, if
any, and copies of all documents filed by the Plan with the U.S. Department of
Labor, and available at the Public Disclosure Room of the Pension and Welfare
Benefit Administration, such as annual reports and Plan descriptions.

     2.
Obtain, upon written request to the Plan administrator, copies of documents
governing the operation of the Plan, including collective bargaining agreements,
if any, and copies of the latest annual report (Form 5500 Series) and updated
summary plan description. The Plan Administrator may make a reasonable charge
for the copies.

     3.
Receive a summary of the Plan’s annual financial report, if any. The Plan
administrator is required by law to furnish each participant with a copy of this
summary annual report.

Prudent Actions by Plan
Fiduciaries 

     In
addition to creating rights for Plan participants, ERISA imposes duties upon the
people who are responsible for the operation of the employee benefit plan. The
people who operate your Plan, called “fiduciaries” of the Plan, have a duty to
do so prudently and in the interest of you and other Plan participants and
beneficiaries. No one, including the Company, your union, or any other person,
may fire you or otherwise discriminate against you in any way to prevent your
from obtaining a welfare benefit or exercising your right under ERISA.


Enforce Your
Rights 

     If your
claim for a welfare benefit is denied or ignored, in whole or in part, you have
a right to know why this was done, to obtain copies of documents relating to the
decision without charge, and to appeal any denial, all within certain time
schedules.

     Under ERISA, there are steps you can
take to enforce the above rights. For instance, if you request a copy of plan
documents or the latest annual report from the Plan and do not receive them
within 30 days, you may file suit in a Federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay you up to
$110 a day until you receive the materials, unless the materials were not sent
because of reasons beyond the control of the Plan administrator. If you have a
claim for benefits, which is denied or ignored, in whole or in part, you may
file suit in a state or Federal court. In addition, if you disagree with the
Plan’s decision or lack thereof concerning the qualified status of a domestic
relations order or a medical child support order, you may file suit in Federal
court. If it should happen that Plan fiduciaries misuse the Plan’s money, or if
you are discriminated against for asserting your rights, you may seek assistance
from the U.S. Department of Labor, or you may file suit in a federal court. The
court will decide who should pay court costs and legal fees. If you are
successful, the court may order the person you have sued to pay these costs and
fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.

Assistance with Your
Questions 

     If you
have any questions about your Plan, you should contact the Plan Administrator.
If you should have any questions about this statement or about your rights under
ERISA, or if you need assistance in obtaining documents from the Plan
administrator, you should contact the nearest office of the Pension and Welfare
Benefits Administration, U. S. Department of Labor, listed in your telephone
directory or the Division of Technical Assistance and Inquires, Pension and
Welfare Benefits Administration, U. S. Department of Labor, 200 Constitution
Avenue N. W., Washington, D. C. 20210. You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications
hotline of the Pension and Welfare Benefits Administration.

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	ADMINISTRATIVE
      INFORMATION  	     	  
	Name of Plan: 
    		Amended and Restated Geron
      Corporation Severance Plan  
	  
	Plan
      Administrator:  		Compensation Committee of
      the Board of Directors  
	  		Geron
      Corporation  
	  		230 Constitution
      Drive  
	 	 	Menlo Park, CA 94025
      USA  
	 		Tel:
      650-473-7700  
	  		Fax:
      650-473-7750  
	  
	Type of
      Administration:  		Self-Administered  
	  
	Type of Plan: 
    		Severance Pay Employee
      Welfare Benefit Plan  
	  
	Employer Identification
      Number:  		75-2287752 
  
	  
	Direct Questions Regarding
      the Plan to:  		Compensation Committee of
      the Board of Directors  
	  		Geron
      Corporation  
	  		230 Constitution
      Drive  
	  		Menlo Park, CA 94025
      USA  
	  		Tel:
      650-473-7700  
	  		Fax:
      650-473-7750  
	  
	Agent for Service of Legal
      Process:  		Corporate
      Secretary  
	  		Geron
      Corporation  
	  		230 Constitution
      Drive  
	  		Menlo Park, CA 94025
      USA  
	  		Tel:
      650-473-7700  
	  		Fax:
      650-473-7750  
	  		Service of Legal Process
      may also be made upon the Plan Administrator  
	  
	Plan Year: 
		Calendar Year 
    
	  
	Plan Number: 
    		SP-1 
  



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