EXHIBIT 10.2

SECOND AMENDMENT TO
EMPLOYMENT
AGREEMENT

     THIS SECOND AMENDMENT (the
“Second Amendment”) to the Employment Agreement, including all Exhibits thereto (the
“Employment Agreement”) by and between Melissa A. Kelly Behrs (“Executive”) and Geron
Corporation, a Delaware Corporation (the “Company”) is made effective February
11, 2014. Capitalized terms used in this Second Amendment that are not otherwise
defined herein shall have the meanings provided therefor in the Employment
Agreement. 

     WHEREAS, the Employment Agreement was entered by the Company and
Executive effective January 31, 2013;

     WHEREAS, the Company and Executive amended the Employment Agreement
pursuant to the first amendment thereto (the “First Amendment”), effective September
24, 2013; and 

     WHEREAS, the Company and Executive desire to further amend the
Employment Agreement as set forth herein.

     NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows: 

AGREEMENT

		1.	Section 2.1 of the Employment Agreement (Position and Duties) is hereby
      amended by deleting Section 2.1 in its entirety and replacing it
      with:
	     	       	     	
				
      “2.1 Position and Duties. Subject
      to the terms set forth herein, the Company agrees to employ Executive in
      the position of Executive Vice President, Program and Alliance Management.
      During the Executive’s employment, Executive will report to the Chief
      Executive Officer. Executive shall serve in an employee capacity and shall
      perform such duties as are assigned to Executive by the Chief Executive
      Officer and, except as otherwise instructed by the Chief Executive
      Officer, such other duties as are customarily associated with the position
      of Executive Vice President, Program and Alliance Management. During
      Executive’s employment with the Company, Executive will devote Executive’s
      best efforts and substantially all of Executive’s business time and
      attention (except for vacation periods as set forth herein and reasonable
      periods of illness or other incapacities permitted by the Company’s
      general employment policies or as otherwise set forth in this Agreement)
      to the business of the Company.”



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Second Amendment to Employment
Agreement/Behrs 







		2.	Section 3.1 of the Employment Agreement (Base
      Salary) is hereby deleted in its entirety and
      replaced with the following:
	     	       	     	
				
      “3.1 Base Salary. Executive shall
      receive for services to be rendered hereunder such annual base salary as
      is approved by the Board of Directors of the Company (the “Board”) or the
      Compensation Committee of the Board, payable on the regular payroll dates
      of the Company, subject to increase in the sole discretion of the Board or
      Compensation Committee of the Board (the “Base Salary”). As of the
      effective date of this Second Amendment, Executive’s Base Salary is
      $352,000.” 



	     	       	     		 
		3.	Section 3.2 of the Employment Agreement (Bonus) is hereby amended by
      replacing “forty percent (40%)” in Section 3.2 with “forty-five
      percent (45%).”


Except as expressly set forth herein,
all terms and conditions of the Employment Agreement, as amended by the First
Amendment, remain unchanged and in full force and effect. 

In Witness Whereof, the parties have
executed this First Amendment on the respective dates set forth below:



	GERON
      CORPORATION
	 
	By:	/s/ John A.
      Scarlett
		John A. Scarlett, MD
		President & Chief Executive Officer
	 
	Date: 	10 Feb
    14



Accepted and agreed this
11th day of February, 2014. 

	/s/ Melissa A. Kelly Behrs
	Melissa
      A. Kelly Behrs


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