EXHIBIT 10.1

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 Olivia K. Bloom (“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 December 7, 2012;

     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 Chief Financial Officer, Executive Vice President, Finance
      and Treasurer. 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 Chief Financial Officer, Executive Vice President, Finance
      and Treasurer. 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/Bloom 







		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
      $365,000.” 



	     	       	     		 
		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, 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/ Olivia
      Bloom
	Olivia K. Bloom


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