ex10_7.htm


    

    Exhibit
10.7

    BIOTIME,
INC.

    2002
STOCK OPTION PLAN

    


    


    
      ARTICLE
I

    

    GENERAL

    


    


    1.        
     PURPOSE

    


    This
BioTime, Inc. Stock Option Plan (the “Plan”) is intended to increase incentive
and to encourage stock ownership on the part of selected key officers,
directors, employees, consultants, professionals, and other individuals whose
efforts may aid BioTime, Inc., a California corporation (the “Company”) or any
other corporations that are or which may become subsidiaries or a parent of the
Company.  Except where the context obviously requires otherwise, as
used in this Plan, the term “Company” includes BioTime, Inc., a California
corporation, and any corporation that is or becomes a parent or subsidiary, as
defined in Section 425 of the Internal Revenue Code of 1986, as amended (the
“Code”), of BioTime, Inc.  It is intended that certain options granted
pursuant to the Plan shall constitute incentive stock options within the meaning
of Section 422(b) of the Code and that certain other options granted pursuant to
the Plan shall not constitute incentive stock options (“nonqualified stock
options”).

    


    2.        
     ADMINISTRATION

    


    The Plan
shall be administered by the Company’s Board of Directors (the “Board”) or, in
the discretion of the Board, by a committee (the “Committee”) of not less than
two members of the Board.  The Committee’s interpretation and
construction of any term or provision of the Plan or of any option granted under
the Plan shall be final, unless otherwise determined by the Board, in which
event such determination by the Board shall be final.  The Committee
may from time to time adopt rules and regulations for carrying out this Plan
and, subject to the provisions of this Plan, may prescribe the form or forms of
the instruments evidencing any option granted under this Plan.  No
member of the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any option granted, or with respect to
any shares sold under any restricted stock purchase agreement, under the
Plan.

    


    Subject
to the provisions of this Plan, the Board or the Committee shall have full and
final authority in its discretion to select the eligible persons to whom options
are granted or shares are sold under restricted stock purchase agreements, to
grant such options and to sell shares as provided in this Plan, to determine the
number of shares to be subject to options or sold pursuant to restricted stock
purchase agreements, to determine the exercise prices of options or purchase
prices of shares under restricted stock purchase agreements, the terms of
exercise of options, expiration dates of options, and other pertinent terms and
provisions of options and restricted stock purchase agreements.  The
Board may delegate to the Committee the power to make all determinations with
respect to the Plan, or may delegate to the Committee only certain aspects of
Plan administration, such as selecting the eligible persons to whom options will
be granted, or decisions concerning the timing, pricing, and amount of a grant
or award of options or sale of shares under restricted stock purchase
agreements.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    3.        
     ELIGIBILITY

    


    Subject
to Section 2 of this Article I, the persons who shall be eligible to receive
options  or to purchase shares under restricted stock purchase
agreements under the Plan shall be such officers, employees, directors,
consultants, professionals, and independent contractors of the Company as the
Board of Directors or the Committee may select.  Eligible persons who
are not also salaried employees of the Company shall be eligible to receive
nonqualified stock options (but such persons shall not be eligible to receive
incentive stock options).

    


    4.         
    SHARES OF STOCK SUBJECT TO
THE PLAN

    


    The
shares that may be issued under the Plan shall be authorized and unissued or
reacquired common shares, no par value, of the Company (the
“Shares”).  The aggregate number of Shares which may be issued under
the Plan shall not exceed 1,000,000, unless an adjustment is required in
accordance with Article III.

    


    5.      
       AMENDMENT OF THE
PLAN

    


    The Board
may, insofar as permitted by law, from time to time, suspend or discontinue the
Plan or revise or amend it in any respect whatsoever, except that no such
amendment shall alter or impair or diminish any rights or obligations under any
option theretofore granted or under any restricted stock purchase agreement
executed under the Plan, without the consent of the person to whom such option
was granted or Shares were sold, except as permitted under Section 8 of this
Article I.   Without further shareholder approval, no such
amendment shall increase the number of shares subject to the Plan (except as
authorized by Article III), change the designation in Section 3 of Article I of
the class of persons eligible to receive options or purchase Shares under the
Plan, extend the term during which options may be exercised, or extend the final
date upon which options under the Plan may be granted or Shares may be sold
under restricted stock purchase agreements.

    


    6.          
   APPROVAL OF
SHAREHOLDERS

    


    All
options granted under the Plan before the Plan is approved by affirmative vote
of the holders of a majority of the voting shares of the Company present and
eligible to vote at the next meeting of shareholders of the Company, or any
adjournment thereof, shall be subject to such approval.  No option
granted hereunder may become exercisable unless and until such approval is
obtained.


    
      
         


      

      
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    7.        
     TERM OF
PLAN

    


    Options
may be granted and Shares may be sold under restricted stock purchase agreements
under the Plan until September 10, 2012, the date of termination of the
Plan.  Notwithstanding the foregoing, each option granted under the
Plan shall remain in effect until such option has been exercised or terminated
in accordance with its terms and the terms of the Plan.

    


    8.        
     LISTING, REGISTRATION,
QUALIFICATION, AND CONSENTS

    


    All
options granted under the Plan shall be subject to the requirement that, if at
any time the Board or the Committee shall determine, in its discretion, that the
listing, registration or qualification of the shares subject to options granted
under the Plan, upon any securities exchange or under any state or federal law,
or the consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, the granting of such option
or the issuance, if any, or purchase of shares in connection therewith, such
option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board or the
Committee.  Furthermore, if the Board or the Committee determines that
any amendment to any option (including, but not limited to, an increase in the
exercise price) is necessary or desirable in connection with the registration or
qualification of any of its shares under any state securities or “blue sky” law,
then the Board or the Committee shall have the unilateral right to make such
changes without the consent of the optionee.

    


    9.        
     NONASSIGNABILITY

    


    Nonqualified
options shall be transferable (i) by will, by the laws of descent and
distribution, by instrument to an inter vivos or testamentary trust in which the
nonqualified options are to be passed to beneficiaries upon the death of the
optionee or (ii) to the extent and in the manner authorized by the Board or
Committee by gift to members of the optionee’s immediate
family.  Immediate family means a transferee as permitted by Rule
260.140.41 of Title 10 of the California Code of Regulations which includes any
child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or
sister-in-law and shall also include adoptive
relationships.  Incentive stock options may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the optionee, only by the optionee.   Notwithstanding
the preceding two sentences, in conjunction with the exercise of an option, and
for the purpose of obtaining financing for such exercise, the option holder may
arrange for a securities broker/dealer to exercise an option on the option
holder’s behalf, to the extent necessary to obtain funds required to pay the
exercise price of the option.


    
      
         


      

      
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    10.       
    WITHHOLDING
TAXES

    


    Whenever
Shares are to be issued upon the exercise of any option under the Plan or under
any restricted stock purchase agreement, the Company shall have the right to
require the optionee or purchaser to remit to the Company an amount sufficient
to satisfy federal, state, and local withholding tax requirements prior to the
delivery of any certificate or certificates for such Shares.

    


    11.      
     DEFINITION OF “FAIR MARKET
VALUE”

    


    For the
purposes of this Plan, the term “fair market value,” when used in reference to
the date of grant of an option or the date of surrender of Shares in payment for
the purchase of Shares pursuant to the exercise of any option, as the case may
be, shall mean the amount determined by the Board or the Committee as
follows:

    


    (a)    
       If the Shares are listed or have
unlisted trading privileges on a national securities exchange (which for the
purposes of this Plan shall also include the Nasdaq Stock Market National
Market), the Shares shall be valued at their last sale price on the principal
national securities exchange (measured by volume of transactions in such Shares)
on which such securities shall have traded, or, if available, such sales price
as reported on the composite tape, on the last trading day immediately preceding
the date of grant or surrender.

    


    (b)     
      If the Shares are described in either
subparagraph (a) or (b) above but were not traded on the last trading day
immediately preceding the date of grant or surrender, or if prices of the Shares
are quoted in the National Association of Securities Dealers, Inc., Automated
Quotation system (but which not the  National Market System), or if
prices of the Shares are published by the National Quotation Bureau, Inc., then
the Shares shall be valued at the average between the last bid and the last
asked prices reported in the Wall Street Journal or published by the National
Quotation Bureau within the 30 days prior to the date of grant or
surrender.

    


    (c)      
     If the Shares are not described in and valued
under subparagraphs (a) and (b) above, then the Shares shall be valued by the
Board or the Committee, in its sole judgement, in good faith.


    
      
         


      

      
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    ARTICLE
II

    STOCK
OPTIONS

    


    1.         
    AWARD OF STOCK
OPTIONS

    


    Awards of
stock options may be made under the Plan under all the terms and conditions
contained herein.  However, in the case of incentive stock options,
the aggregate fair market value (determined as of the date of grant of the
option) of the Shares with respect to which incentive stock options are
exercisable for the first time by such officer or key employee during any
calendar year (under all incentive stock option plans of the Company) shall not
exceed $100,000.  The date on which any option is granted shall be the
date of the Board’s or the Committee’s authorization of such grant or such later
date as may be determined by the Board or the Committee at the time such grant
is authorized.

    


    2.        
     TERM OF OPTIONS AND EFFECT
OF TERMINATION

    


    Notwithstanding
any other provision of the Plan, an option shall not be exercisable after the
expiration of ten (10) years from the date of its grant.  In addition,
notwithstanding any other provision of the Plan, no incentive stock option
granted under the Plan to a person who, at the time such option is granted, owns
shares possessing more than 10% of the total combined voting power of all
classes of shares of the Company or of any parent or subsidiary corporation,
shall be exercisable after the expiration of five (5) years from the date of its
grant.

    


    In the
event that any outstanding option under the Plan expires by reason of lapse of
time or otherwise is terminated or canceled for any reason, then the Shares
subject to any such option which have not been issued pursuant to the exercise
of the option shall again become available in the pool of Shares for which
options may be granted under the Plan.

    


    3.        
     CANCELLATION OF AND
SUBSTITUTION FOR OPTIONS

    


    The
Company shall have the right to cancel any option at any time before it
otherwise would have expired by its terms and to grant to the same optionee in
substitution therefor a new stock option stating an option price which is lower
(but not higher) than the option price stated in the canceled
option.  Any such substituted option shall contain all the terms and
conditions of the canceled option provided, however, that notwithstanding
Section 2 of Article II, such substituted option shall not be exercisable after
the expiration of ten (10) years from the date of grant of the canceled
option.


    
      
         


      

      
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    4.           
  TERMS AND
CONDITIONS OF OPTIONS

    


    Options
granted pursuant to the Plan shall be evidenced by agreements in such form as
the Board or the Committee shall from time to time determine, which agreements
shall comply with the following terms and conditions.

    


    (a)       
    Number of Shares and Type of
Option

    


    Each
option agreement shall state the number of Shares for which the option is
exercisable and whether the option is intended to be an incentive stock option
or a nonqualified stock option.

    


    (b)      
     Option
Price

    


    Each
option agreement shall state the exercise price per share or the method by which
such price shall be computed.  The exercise price per share shall be
determined by the Board or the Committee at the date such option is
granted.  In the case of a nonqualified option, the exercise price may
be not less than 85% of the fair market value of the Shares on the date such
option is granted.  In the case of an incentive stock option, the
exercise price shall be not less than 100% of the fair market value of the
Shares on the date such option is granted.  Notwithstanding the
foregoing, the exercise price per share of a option granted to a person who, on
the date of such grant and in accordance with Section 425(d) of the Code, owns
shares possessing more than 10% of the total combined voting power of all
classes of shares of the Company or of any parent or subsidiary corporation,
shall be not less than 110% of the fair market value of the Shares on the date
that the option is granted.

    


    (c)       
    Medium and Time of
Payment

    


    The
exercise price shall be payable upon the exercise of an option in the lawful
currency of the United States of America or, in the discretion of the Board or
the Committee, in Shares or in a combination of such currency and such
Shares.  Upon receipt of payment, the Company shall deliver to the
optionee (or person entitled to exercise the option) a certificate or
certificates for the Shares purchased through such exercise.

    


    (d)       
    Exercise of
Options

    


    Options
granted under the Plan shall vest, and thereby become exercisable, at the time
or times, or upon the happening of the events or circumstances, determined by
the Board or the Committee.  All options granted to employees who are
not officers, directors, or consultants shall vest at a rate not less than 20%
per year over 5 years from the date of sale.  Options granted to
officers, directors, and consultants may vest at any time or from time to time
upon the satisfaction of reasonable conditions to vesting determined by the
Board or Committee.  Without limiting the other events and
circumstances upon which vesting may be determined, the Board or Committee may
make vesting conditioned upon continued employment by the
Company.  The terms under which options shall vest shall be stated in
each option agreement.  The Board or the Committee may, in its
discretion, accelerate (but not delay or postpone) the time or times at which an
option vests.


    
      
         


      

      
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    To the
extent that an option has become vested (except as provided in Article III), and
subject to the foregoing restrictions, it may be exercised in whole or in such
lesser amount as may be authorized by the option agreement.  If
exercised in part, the unexercised portion of an option shall continue to be
held by the optionee and may thereafter be exercised as herein
provided.

    


    (e)       
    Termination of Employment
Except By Disability or Death

    


    In the
event that an optionee who is an employee of the Company shall cease to be
employed by the Company for any reason other than his or her death or
disability, his or her option shall terminate on the date (3) months after the
date that he ceases to be an employee of the Company.  The Committee
or the Board may waive the provisions of this Subsection 4(e) at the date of
grant of an option or at a later date.

    


    (f)        
    Disability of
Optionee

    


    If an
optionee who is an employee of the Company shall cease to be employed by the
Company by reason of his or her becoming disabled, such option shall terminate
on the date one (1) year after cessation of employment due to such
disability.  “Disability” means that an employee is unable to carry
out the responsibilities and functions of the position held by the employee by
reason of any medically determinable physical or mental
impairment.  The Committee or the Board may waive the provisions of
this Subsection 4(f) at the time of grant of an option or at a later date if the
option is not an incentive stock option.

    


    (g)       
    Death of Optionee and
Transfer of Option

    


    If an
optionee should die while in the employ of the Company, or within the
three-month period after termination of his or her employment with the Company
during which he or she is permitted to exercise an option in accordance with
Subsection 4(f) of this Article II, such option shall terminate on the date one
(1) year after the optionee’s death.  During such one-year period,
such option may be exercised by the executors or administrators of the
optionee’s estate or by any person or persons who shall have acquired the option
directly from the optionee by his or her will or the applicable law of descent
and distribution.  During such one year period, such option may be
exercised with respect to the number of Shares for which the deceased optionee
would have been entitled to exercise it at the time of his or her
death.  The Committee or the Board may waive the provisions of this
Subsection 4(g) at the date of grant of an option or at a later date if the
option is not an incentive stock option.


    
      
         


      

      
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    ARTICLE
III

    RECAPITALIZATIONS AND
REORGANIZATIONS

    


    The
number of Shares covered by the Plan, and the number of Shares and price per
share of each outstanding option, shall be proportionately adjusted for any
increase or decrease in the number of issued and outstanding Shares resulting
from a subdivision or consolidation of Shares or the payment of a stock
dividend, or any other increase or decrease in the number of issued and
outstanding Shares effected without receipt of consideration by the
Company.

    


    Upon the
dissolution or liquidation of the Company, or upon a reorganization, merger or
consolidation of the Company as a result of which the outstanding securities of
the class then subject to options hereunder are changed into or exchanged for
cash or property or securities not of the Company’s issue, or upon a sale of
substantially all the property of the Company to, or the acquisition of shares
representing more than eighty percent (80%) of the voting power of the shares of
the Company then outstanding by, another corporation or person, the Plan shall
terminate, and all options theretofore granted hereunder shall terminate, unless
provision can be made in writing in connection with such transaction for the
continuance of the Plan and/or for the assumption of options theretofore
granted, or the substitution for such options of options covering the shares of
a successor corporation, or a parent or a subsidiary thereof, with appropriate
adjustments as to the number and kind of shares and prices, in which event the
Plan and options theretofore granted shall continue in the manner and under the
terms so provided.

    


    To the
extent that the foregoing adjustments relate to shares or securities of the
Company, such adjustments shall be made by the Board, whose determination in
that respect shall be final, binding and conclusive.

    


    The grant
of an option pursuant to the Plan shall not affect in any way the right or power
of the Company to make adjustments, reclassifications, reorganizations or
changes or its capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its business or
assets.


    
      
         


      

      
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    ARTICLE
IV

    SALE OF RESTRICTED STOCK IN
LIEU OF GRANT OF OPTIONS

    


    1.         
    RESTRICTED
STOCK

    


    (a)      
     Number of
Shares

    


    Each
restricted stock purchase agreement shall state the number of Shares sold under
such agreement.

    


    (b)       
    Purchase
Price

    


    Each
restricted stock purchase agreement shall state the purchase price per Share or
the method by which such price shall be computed.  The Purchase price
per Share shall be determined by the Board or the Committee at the date the sale
of the Shares is approved (the “Approval Date”); provided that the purchase
price per Share may be not less than 85% of the fair market value per Share on
the Approval Date and that if the restricted shares are sold to an individual
who owns shares representing more than ten percent of the voting power of all
classes of shares of the Company (or any parent or subsidiary of the Company),
the purchase price per Share may not be less than 100% of the fair market value
per Share on the Approval Date.

    


    (c)     
      Medium and Time of
Payment

    


    The
purchase price shall be payable at the time the restricted stock purchase
agreement is executed by the eligible person.  Payment shall be made
in the lawful currency of the United States of America or, in the discretion of
the Board or the Committee, by delivery of a promissory note payable to the
Company in such lawful currency.  Upon receipt of payment, the Company
shall deliver to the eligible person a certificate or certificates for the
Shares purchased.

    


    (d)       
    Repurchase
Option

    


    Each
restricted stock purchase agreement shall provide that the Company shall have
the option to repurchase the Shares sold under such agreement in the event the
purchaser ceases to be a full time employee of the Company prior to the vesting
of such Shares, or if any other condition to the vesting of the Shares stated in
the restricted stock purchase agreement is not met (the “Repurchase
Option”).  The Repurchase Option may be exercised by the Company
during such period as specified in the applicable restricted stock purchase
agreement.  The price at which the Company may repurchase the Shares
upon the exercise of the Repurchase Option shall be the price at which the
Shares were sold to the eligible person, or such greater price as provided in
the applicable restricted stock purchase agreement approved by the Board or the
Committee.  If the purchaser of Shares under a restricted stock
purchase agreement has delivered a promissory note as payment of all or part of
the purchase price of his or her Shares, the Company may cancel or reduce the
principal balance and interest accrued on that promissory note as payment of all
or part of the repurchase price upon exercise of the Repurchase
Option.


    
      
         


      

      
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    (e)      
     Vesting of
Shares.   Shares sold pursuant to a restricted stock
purchase agreement shall vest, and thereby cease to be subject to the Repurchase
Option, at the time or times, or upon the happening of the events or
circumstances, determined by the Board or the Committee.  All Shares
sold to employees who are not officers, directors, or consultants shall vest at
a rate not less than 20% per year over 5 years from the date of
sale.  Shares sold to officers, directors, and consultants may vest at
any time or from time to time upon the satisfaction of reasonable conditions to
vesting determined by the Board or Committee.  Without limiting the
other events and circumstances upon which vesting may be determined, the Board
or Committee may make vesting conditioned upon continued employment by the
Company.  The terms under which Shares shall vest shall be stated in
the restricted stock purchase agreement.  The Board or the Committee
may, in its discretion, accelerate (but not delay or postpone) the time or times
at which Shares vest under a restricted stock purchase agreement.

    


    2.     
        ESCROW OF UNVESTED
SHARES.

    


    The
Company may require that all Shares sold under a restricted stock purchase
agreement be held in escrow, on terms satisfactory to the Company, until such
Shares have vested and have been paid for in full (including the payment of any
amount due on any promissory note delivered by the purchaser and secured by such
Shares).

    


    3.     
        LEGEND ON STOCK
CERTIFICATES.

    


    Shares
issued under a restricted stock purchase agreement shall include, in addition to
any other legends as may be required by law or by the Board or Committee, a
legend to the following effect:

    


    THESE
SHARES MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT
BETWEEN THE COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE
SECRETARY OF THE COMPANY.


    
      
         


      

      
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    ARTICLE  V

    MISCELLANEOUS
PROVISIONS

    


    1.         
    RIGHTS AS A
STOCKHOLDER

    


    An
optionee or a transferee of an option shall have no rights as a shareholder with
respect to any Shares covered by an option until the date of the receipt of
payment (including any amounts required by the Company pursuant to Section 10 of
Article I) by the Company.  No adjustment shall be made as to any
option for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to such date, except as provided in Article III.

    


    2.          
   MODIFICATION, EXTENSION AND
RENEWAL OF OPTIONS AND RESTRICTED STOCK PURCHASE AGREEMENTS

    


    Subject
to the terms and conditions and within the limitations of the Plan, the Board or
the Committee may modify, extend, renew, or cancel outstanding options granted
under the Plan and restricted stock purchase
agreements.  Notwithstanding the foregoing, however, no modification
of an option or restricted stock purchase agreement shall, without the consent
of the optionee or purchaser, impair or diminish any rights or obligations under
any option theretofore granted o restricted stock purchase agreement executed
under the Plan, except as provided in Section 8 of Article I.  For
purposes of the preceding sentence, the right of the Company pursuant to Section
3 of Article II to cancel any outstanding option and to issue in place of such
canceled option a substituted option stating a lower option price shall not be
construed as impairing or diminishing an optionee’s rights or
obligations.

    


    3.        
     OTHER
PROVISIONS

    


    The
option agreements and restricted stock purchase agreements authorized under the
Plan shall contain such other provisions, including, without limitation,
restrictions upon the exercise of the option or purchase of Shares, or
restrictions required by any applicable securities laws, as the Board or the
Committee shall deem advisable.

    


    4.         
    APPLICATION OF
FUNDS

    


    The
proceeds received by the Company from the sale of Shares pursuant to the
exercise of options or under restricted stock purchase agreements will be used
for general corporate purposes.


    
      
         


      

      
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    5.       
      NO OBLIGATION TO EXERCISE
OPTION

    


    The
granting of an option shall impose no obligation upon the optionee or a
transferee of the option to exercise such option.

    


    6.         
    FINANCIAL
ASSISTANCE

    


    Except as
may be prohibited by law, the Company is vested with authority under this Plan
to assist any employee to whom an option is granted or to whom Shares are sold
pursuant to a restricted stock purchase agreement hereunder (including any
director or officer of the Company or any of its subsidiaries who is also an
employee) in the payment of the purchase price payable on exercise of that
option or under that restricted stock purchase agreement, by lending the amount
of such purchase price (including accepting a promissory note executed by the
employee as consideration for the sale of the Shares at the time the Shares are
issued) to such employee on such terms and at such rates of interest and upon
such security (or unsecured) as shall have been authorized by or under authority
of the Board or the Committee.

    


    7.       
      FINANCIAL
REPORTS.

    


    The
Company shall deliver to each grantee of an option a balance sheet of the
Company as at the end of its most recently completed fiscal year, and an income
statement of the Company as of the end of such fiscal year.  Such
financial statements shall be delivered no less frequently than annually;
provided, that such financial statements need not be delivered to any employee
whose duties as an employee assure them access to such financial
information.


    
      
         


      

      
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    AMENDMENT
TO

    BIOTIME,
INC.

    2002
STOCK OPTION PLAN

    


    Effective
December 10, 2004, Article I, Section 4 is amended to read as
follows:

    


    


    4.         
    SHARES OF STOCK SUBJECT TO
THE PLAN

    


    The
shares that may be issued under the Plan shall be authorized and unissued or
reacquired common shares, no par value, of the Company (the
“Shares”).  The aggregate number of Shares which may be issued under
the Plan shall not exceed 2,000,000, unless an adjustment is required in
accordance with Article III.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2007
AMENDMENT TO

    BIOTIME,
INC.

    2002
STOCK OPTION PLAN

    


    Effective
October 15, 2009, Article I, Section 4 is amended to read as
follows:

    


    


    4.        
     SHARES OF STOCK SUBJECT TO
THE PLAN

    


    The
shares that may be issued under the Plan shall be authorized and unissued or
reacquired common shares, no par value, of the Company (the
“Shares”).  The aggregate number of Shares which may be issued under
the Plan shall not exceed 4,000,000, unless an adjustment is required in
accordance with Article III.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    2009
AMENDMENT TO

    BIOTIME,
INC.

    2002
STOCK OPTION PLAN

    


    Effective
October 15, 2009, Article I, Section 4 is amended to read as
follows:

    


    


    4.          
   SHARES OF STOCK SUBJECT TO
THE PLAN

    


    The
shares that may be issued under the Plan shall be authorized and unissued or
reacquired common shares, no par value, of the Company (the
“Shares”).  The aggregate number of Shares which may be issued under
the Plan shall not exceed 6,000,000, unless an adjustment is required in
accordance with Article III.