EXHIBIT 10.29

TRANSITION AND SEPARATION
AGREEMENT

     This
Transition and Separation Agreement (the “Agreement”) is made effective as of
the eighth (8th) day following the date Executive signs this
Agreement (the “Effective Date”) by and between David L. Greenwood
(“Executive”) and Geron Corporation (the “Company”), with reference to the
following facts:

          A.
Executive’s employment with the Company will end effective upon the Termination
Date (as defined below).

          B.
Executive and the Company want to end their relationship amicably and also to
establish the obligations of the parties including, without limitation, all
amounts due and owing to the Executive.

     NOW, THEREFORE, in consideration of
the mutual covenants and agreements hereinafter set forth, the parties agree as
follows:

          1. Employment Separation Date;
Board Resignation.

               (a) Executive acknowledges and
agrees that his status as an officer and employee of the Company will end
effective as of December 31, 2011 (the “Termination Date”). Executive also hereby resigns
his membership and all positions that he holds on the Company’s Board of
Directors. 

               (b) Executive will continue to
serve, at the discretion of the Company, on the following Boards of Directors of
the Company’s partners and affiliates (each, a “P & A Board”): Clone International Pty.
Ltd., ViaGen, Inc. and Geron Bio-Med Ltd. Executive’s service on each P & A Board shall be as a Company
Consultant pursuant to the Transition Consulting Services described in Section 2
of this Agreement and shall qualify Executive as a “Service Provider” and/or
“Eligible Individual” under all of the Company’s equity Plans and Executive’s
related equity agreements. The operative indemnification agreement
(“Indemnification Agreement”) between Executive and the Company, attached as
Exhibit C, shall remain in full force and effect and cover Executive during
Executive’s service on the P & A Board(s).

          2. Transition Consulting
Services.

               (a) Consulting
Period. During the period of time (the
“Consulting Period”)
commencing on the Termination Date and ending on the Consulting Period End Date
(as defined below), Executive shall be available to provide services to the
Company, on a non-exclusive basis, as a consultant and shall provide such
transition services as necessary in Executive’s areas of expertise and work
experience and responsibility as may be requested by the Chief Executive Officer
or Chief Financial Officer of the Company (collectively, the “Transition Services”).
During the Consulting Period, Executive may become an employee or consultant of
any other Company, provided, that he remains in compliance with that certain Proprietary
Information and Inventions Agreement entered into between Executive and the
Company as of July 28, 1995 (the “Confidentiality Agreement”), and
further provided that he does not violate his fiduciary obligations to any P
& A Boards on which he continues to serve. For the purposes of this Section
2(a), “Consulting Period End Date” shall mean March 31, 2012 or such earlier date as determined
by the Company in the event the Transition Services are not performed to the
reasonable satisfaction of the Company, provided, that the Consulting Period
End Date may be extended through June 30, 2012 upon the mutual agreement of the
Company and Executive in substantially the form attached hereto as
Exhibit A
and the term “Consulting Period End
Date” shall refer to such extended date, and
further provided that the “Consulting Period End Date” shall be further extended
in the event Executive continues to serve as the Company’s representative on one
or more P & A Boards.

1







               (b) Consulting Fees. In exchange for the
performance of the Transition Services, the Company shall pay to Executive
consulting fees as an independent contractor in the amount of four hundred
dollars ($400) per hour (the “Consulting
Fees”), provided, that, except to the extent
required to meet Executive’s fiduciary obligations to the P & A Boards (and
their companies) in no event shall Executive perform services for more than two
(2) days in any week without the prior written approval of the Chief Executive
Officer or Chief Financial Officer of the Company. The Consulting Fees will be
paid to Executive in accordance with the Company’s standard payment procedures
for consultants and independent contractors.


               (c) Benefits. As an independent contractor, Executive understands and
agrees that, while performing any services for the Company after the Termination
Date, Executive shall not be eligible to participate in or accrue benefits under
any Company benefit plan to the extent Executive’s eligibility for the plans or
benefits is based on Executive being a current employee of the Company. To the
extent that Executive were deemed eligible to participate, as a current
employee, in any Company benefit plan, he hereby waives his participation.
Nothing in this Section 2(c) shall in any way affect Executive’s right to
participate in the Company’s Aetna Open Access Managed Choice (Open Access
Gatekeeper PPO Medical Plan) (“Aetna
Plan”) pursuant to the terms of the Aetna
Plan and/or Section 4(c) of this Agreement.


               (d) Stock
Options. During the Consulting Period,
Executive’s options to purchase shares of Company common stock shall continue to
vest and become exercisable in accordance with their original vesting schedules.
The attached Exhibit B details Executive’s vested and unvested shares subject to
Executive’s options. Upon the completion of the Consulting Period, Executive’s
options shall cease vesting and any unvested shares subject to options as of
such date shall automatically terminate for no consideration, provided, that Executive’s
outstanding options
for vested shares shall remain exercisable until the earlier of (i) the second
(2nd) anniversary of the Termination Date or (ii) the original 10
year expiration date of the applicable option. If, by the date that is
twenty-four (24) months following the Termination Date, Executive has not
exercised the outstanding options to purchase vested shares in accordance with the
procedures set forth in Executive’s option agreements, such options shall
terminate and be of no further effect. Notwithstanding the immediately preceding
sentence, in the event Executive is in possession of material non-public
information about the Company or the Company has prohibited Executive from
selling Company stock on or within 30 days of the second (2nd)
anniversary of the Termination Date, then each of Executive’s outstanding
options for vested shares shall remain exercisable until the earlier of (i) the
date that is 30 days after the Executive is no longer in possession of material
non-public information about the Company and/or the date that is 30 days after
the Company removes its prohibition regarding the Executive’s ability to sell
Company stock, or (ii) the original 10 year expiration date of the applicable
option. In the event Executive ceases to provide the Transition Services,
Executive’s options for unvested shares shall be forfeited as of the date of
such cessation of services. After April 12, 2012, Executive’s outstanding
incentive stock options (ISOs) (vested and unvested) will convert to
nonstatutory stock options (NSOs) in accordance with IRS rules. This conversion
does not affect the exercisability or vesting schedule of such options.
Executive acknowledges that upon the execution of this Agreement, each
unexercised “incentive stock option” within the meaning of the Internal Revenue
Code of 1986, as amended (the “Code”), shall be deemed modified for the purposes of Section 424
of the Code, and, to the extent the exercise price thereof is less than the fair
market value of a share of Company common stock on the date this Agreement is
executed, such option shall no longer qualify as an incentive stock option, but
instead shall constitute a nonstatutory stock option. This conversion does not
affect the exercisability or vesting schedule of such options. Executive further
acknowledges and agrees that all outstanding vested options that have not been
exercised as of the three-month anniversary of the Termination Date shall no
longer qualify as incentive stock options, but instead shall constitute
nonstatutory stock options. This conversion does not affect the exercisability or vesting
schedule of such options.

2







               (e) Restricted Stock. The Company and
Executive acknowledge and agree that, as of the Termination Date, Executive
holds 598,750 unvested shares of Company common stock subject to a risk of
forfeiture (collectively, the “Restricted
Stock Awards”), of which 300,000 shares are
subject to vesting upon the attainment of certain performance goals
(collectively, the “Performance-Based
Restricted Stock Awards”) and 298,750 shares
are subject to vesting based solely upon Executive’s continued service to the
Company (collectively, the “Time-Based
Restricted Stock Awards”). Notwithstanding
anything in the agreements evidencing the Restricted Stock Awards to the
contrary, no Restricted Stock Award shall be forfeited or cease vesting upon the
Termination Date. Instead, (i) each Time-Based Restricted Stock Award shall
remain unvested and subject to a risk of forfeiture through the end of the
Consulting Period and shall vest in accordance with the terms of the Restricted
Stock Award agreement associated with the applicable Time-Based Restricted Stock
Award, and (ii) through the end of the Consulting Period each Performance-Based
Restricted Stock Award shall remain unvested and subject to a risk of forfeiture
and will vest in accordance with the terms of the Restricted Stock Award
agreement associated with each Performance-Based Restricted Stock Award. In the
event Executive ceases to provide the Transition Services, all unvested shares
subject to the Time-Based Restricted Stock Awards shall be forfeited as of the
date of such cessation of services. Each Performance-Based Restricted Stock
Award shall vest, and the risk of forfeiture thereon lapse, upon the attainment
of the applicable performance goal(s) in accordance with the terms of such
Performance-Based Restricted Stock Award agreement. Notwithstanding the
foregoing, Executive acknowledges that because of the cessation of the Company’s
hESC programs in November 2011, those Performance-Based Restricted Stock Awards
that vest based upon the successful partnering of one (or more) hESC programs
shall only vest upon a change in control of the Company on or prior to July 9,
2013. In the event the remaining applicable performance goals are not attained
on or prior to the end of the Consulting Period, all unvested shares subject to
Performance-Based Restricted Stock Awards shall be automatically forfeited. The
agreements evidencing the Restricted Stock Awards shall be deemed amended to the
extent necessary to provide for the treatment contemplated by this Section
2(e).

               (f) Independent Contractor
Status. Executive and the Company acknowledge
and agree that, during the Consulting Period, Executive shall be an independent
contractor. During the Consulting Period and thereafter, Executive shall not be
an agent or employee of the Company and shall not be authorized to act on behalf
of the Company, provided that Executive shall act as the Company’s
representative on the P & A Boards. The Company will not make deductions for
taxes from any Consulting Fees paid hereunder. Personal income and
self-employment taxes for Consulting Fees paid to Executive hereunder shall be
the sole responsibility of Executive. Executive agrees to indemnify and hold the
Company and the other entities released herein harmless for any tax claims or
penalties resulting from any failure by Executive to make required personal
income and self-employment tax payments with respect to the Consulting
Fees.

3







               (g) Protection of Information. Executive
agrees that, during the Consulting Period and thereafter, Executive will not,
except for the purposes of performing the Transition Services, including without
limitation, serving as the Company’s representative on the P & A Boards,
seek to obtain any confidential or proprietary information or materials of the
Company. 

          3. Final
Paycheck. As soon as administratively
practicable on or after the Termination Date, the
Company will pay Executive all accrued but unpaid base salary, earned bonus and
all accrued and unused vacation earned through the Termination Date, subject to
standard payroll deductions and withholdings. Executive is entitled to these
payments regardless of whether Executive executes this Agreement. 

          4. Separation Payments and
Benefits. Without admission of any liability,
fact or claim, the Company hereby agrees, subject to Executive signing and
delivering to the Company this Agreement on or within thirty-one (31) days after
the Termination Date, this Agreement becoming no longer subject to revocation as
provided in Section 6(c)(iii) and Executive’s performance of his continuing
obligations pursuant to this Agreement and the Confidentiality Agreement, to
provide Executive the benefits set forth below. Specifically, the Company and
Executive agree as follows:

               (a) Cash
Severance. Executive shall receive a lump sum
cash payment in an amount equal to (i) $750,000, less applicable withholding
taxes, which constitutes 150% of Executive’s base salary as in effect as of
immediately prior to the Termination Date plus (ii) $235,800, less applicable
withholding taxes, which constitutes Executive’s annual discretionary bonus for
2011 assuming achievement of corporate performance goals at seventy-five percent
(75%) of target and achievement of individual performance goals at one hundred
percent (100%) of target. Such payment shall be made on or within sixty (60)
days following the Termination Date.

               (b) No Access to
Benefits. Executive shall not be entitled to
participate in any discretionary bonus, 401(k) plan match or equity incentive
pool after the Termination Date.

               (c) Continued Healthcare.
Executive and Executive’s Covered Dependants
shall be enrolled in the Company’s Aetna Open Access Managed Choice (Open Access
Gatekeeper Medical Plan) for the twenty-four (24) month period commencing on the
Termination Date, providing that Executive and Executive’s Covered Dependants
will promptly leave the Plan in the event a future employer of Executive or
Executive’s Covered Dependents provides Executive and Executive’s Covered
Dependants substantially similar medical coverage without any preexisting
condition requirement. For the twelve (12) month period commencing on the
Termination Date, the Company shall reimburse Executive for all Aetna Plan
premiums, as well as all premiums for dental and vision coverage under the
Company’s plans or COBRA, as applicable, for Executive and Executive’s Covered
Dependants, providing that no other third party has reimbursed Executive for the
premium payments. For purposes of this Agreement, “Executive’s Covered
Dependants” shall be Executive’s spouse and all of Executive’s dependants
covered by the Company’s health/medical care plan immediately prior to the
Termination Date. Executive and Executive’s Covered Dependants shall have the
right to continue enrollment in the Aetna Plan after the expiration of the
twenty-four (24) month period pursuant to the terms of the Plan. To the extent
permitted by applicable law and the terms of the Company’s group health plans,
the earlier of the date that such health care benefit coverage ceases to be
available shall be deemed to be the date of the “qualifying event” for Executive
and Executive’s Covered Dependents for the purposes of electing continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”).
Executive acknowledges that he shall be solely responsible for Executive’s
election of Aetna Plan coverage and his timely payment of
premiums.

4







               (d) SEC Reporting. Executive acknowledges
that to the extent required by the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), he will have continuing obligations under Section 16(a)
and 16(b) of the Exchange Act to report his transactions in Company common stock
for (6) six months following the Termination Date. Executive hereby agrees not
to undertake, directly or indirectly, any reportable transactions which include,
but are not limited to, buying, selling or otherwise disposing of any common
stock of the Company held by Executive until the earlier of (i) the end of such
six (6) month period or (ii) a Change of Control (as defined in the Amended and
Restated Geron Corporation Severance Plan).


               (e) Other
Benefits. Executive shall retain Executive’s
current BlackBerry device, one (1) personal computer and printer after the
Termination Date; provided, that Executive provides on or before January 31, 2012, the
BlackBerry device and personal computer to the Company for the removal of all
files. The computer and BlackBerry shall be returned to the Executive with the
operating systems intact. The Company and Executive agree that the computer,
printer and BlackBerry device have an aggregate value of $500.00. Except as
necessary to perform the Transition Services, Executive hereby agrees to return
all Proprietary Information (as defined in the Confidentiality Agreement) to the
Company and shall certify to the Company within thirty (30) days of the
Effective Date that all Proprietary Information has been returned to the Company
or destroyed. 

               (f) Taxes. Executive understands and agrees that all payments under
Section 4 of this Agreement will be subject to appropriate tax withholding and
other deductions. To the extent the Executive is legally required to pay the
employee portion of employment or income taxes for the benefits provided to him
under Section 4 of this Agreement beyond those required to be and properly
withheld by the Company, Executive agrees to pay the employee portion of
employment and income taxes himself and to indemnify and hold the Company and
the other entities released herein harmless for any tax claims or penalties, and
associated attorneys’ fees and costs, resulting from any failure by him to make
required employee portion of employment and income tax payments.

               (g) Reimbursements. To the extent that any
reimbursements payable pursuant to this Agreement are subject to the provisions
of Section 409A of the Code, such reimbursements shall be paid to Executive no
later than December 31st of the year following the year in which the
expense was incurred, the amount of expenses reimbursed in one year shall not
affect the amount eligible for reimbursement in any subsequent year, and
Executive’s right to reimbursement under this Agreement will not be subject to
liquidation or exchange for another benefit.

5







               (h) Sole Separation Benefit. Executive
agrees that the payments and benefits provided by this Section 4 are not
required under the Company’s normal policies and procedures and are provided as
a severance solely in connection with this Agreement and/or Executive’s
pre-existing employment agreement. Executive acknowledges and agrees that the
payments referenced in this Section 4 constitute adequate and valuable
consideration, in and of themselves, for the promises contained in this
Agreement. 

          5. Full
Payment. Executive acknowledges that the
payment and arrangements herein shall constitute full and complete satisfaction
of any and all amounts properly due and owing to Executive as a result of his
employment with the Company and the termination thereof.

          6. Executive’s Release of the
Company. Except as specifically set forth in
this Agreement, Executive understands that by agreeing to the release provided
by this Section 6, Executive is agreeing not to sue, or otherwise file any claim
against, the Company or any of its employees or other agents for any reason
whatsoever based on anything that has occurred as of the date Executive signs
this Agreement. 

               (a) On behalf of Executive and
Executive’s heirs and assigns, Executive hereby releases and forever discharges
the “Releasees” hereunder, consisting of the Company, and each of its owners,
affiliates, divisions, predecessors, successors, assigns, agents, directors,
officers, partners, employees, and insurers, and all persons acting by, through,
under or in concert with them, or any of them, of and from any and all manner of
action or actions, cause or causes of action, in law or in equity, suits, debts,
liens, contracts, agreements, promises, liability, claims, demands, damages,
loss, cost or expense, of any nature whatsoever, known or unknown, fixed or
contingent (hereinafter called “Claims”), which Executive now has or
may hereafter have against the Releasees, or any of them, by reason of any
matter, cause, or thing whatsoever from the beginning of time to the date
hereof, including, without limiting the generality of the foregoing, any Claims
arising out of, based upon, or relating to Executive’s hire, employment,
remuneration or resignation by the Releasees, or any of them, including without
limitation any and all Claims arising under federal, state, or local laws
relating to employment, claims of any kind that may be brought in any court or
administrative agency, any claims arising under the Age Discrimination in
Employment Act (“ADEA”), as amended, 29 U.S.C. § 621, et seq.; the Title VII of the Civil
Rights Act of 1964, as amended by the Civil Rights Act of 1991, 42 U.S.C. §
2000 et seq.; the Equal Pay Act, as amended, 29 U.S.C. § 206(d); the Civil Rights Act
of 1866, 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, 29 U.S.C. §
2601 et seq.; the Americans with Disabilities Act of 1990, 42 U.S.C. §
12101 et seq.; the False Claims Act , 31 U.S.C. § 3729 et seq.; the Employee Retirement
Income Security Act, as amended, 29 U.S.C. § 1001 et seq.; the Worker Adjustment and
Retraining Notification Act, as amended, 29 U.S.C. § 2101 et seq. the Fair Labor
Standards Act, 29 U.S.C. § 215 et
seq., the Sarbanes-Oxley Act of 2002; the
California Fair Employment and Housing Act; the California Family Rights Act;
the California Labor Code; California Business & Professions Code Section
17200, ordinance or statute regarding employment; Claims any other local, state
or federal law governing employment; Claims for breach of contract; Claims
arising in tort, including, without limitation, Claims of wrongful dismissal or
discharge, discrimination, harassment, retaliation, fraud, misrepresentation,
defamation, libel, infliction of emotional distress, violation of public policy,
and/or breach of the implied covenant of good faith and fair dealing; and Claims
for damages or other remedies of any sort, including, without limitation,
compensatory damages, punitive damages, injunctive relief and attorney’s
fees.

6







               (b) Notwithstanding the foregoing, Executive does not release the following
claims: 

               (i) Claims for unemployment compensation or any state, federal or Company
disability or life insurance benefits pursuant to the terms of applicable state
or federal law or Company plan;

               (ii) Claims for workers’
compensation insurance benefits under the terms of any worker’s compensation
insurance policy or fund of the Company;

               (iii) Claims to continued participation in the Company’s Aetna Plan or the
Company’s group benefit plans pursuant to the terms and conditions of
COBRA;

               (iv) Claims to any benefit entitlements vested as the date of Executive’s
employment termination, including without limitation, Executive’s 401K plan
balances, pursuant to written terms of any Company employee benefit
plan;

               (v) Claims for indemnification, defense and/or the right to be held harmless
under California Labor Code Section 2802, the Company’s Certificate of
Incorporation, the Company’s Bylaws, the Delaware General Corporation Law or
other applicable law, any applicable contract, the Indemnification Agreement (or
any other written indemnification agreement that was in effect on the
Termination Date), and/or under the terms of any policy of insurance purchased
by the Company or that in any way covers the Executive.

               (vi) Executive’s right to bring to the attention of the Equal Employment
Opportunity Commission claims of discrimination; provided, however, that Executive does release
Executive’s right to secure any damages for alleged discriminatory
treatment;

               (vii) Any rights in and to Executive’s Company equity, including without
limitation, Executive’s right to exercise Executive’s Company stock options, and
receive delivery of, hold, sell and/or vest in Executive’s Company stock and/or
restricted stock; and

               (viii) Any rights arising out of this Agreement. 

               (c) In accordance with the Older Workers Benefit Protection Act of 1990,
Executive has been advised of the following: 

               (i) Executive has the right to
consult with an attorney before signing this Agreement; 

               (ii) Executive has been given at
least twenty-one (21) days to consider this Agreement; 

7







               (iii) Executive has seven (7) days after signing this Agreement to revoke it.
If Executive wishes to revoke this Agreement, Executive must deliver notice of
Executive’s revocation in writing, no later than 5:00 p.m. on the seventh
(7th) day following Executive’s execution of this Agreement to Human
Resources, Geron Corporation, 230 Constitution Drive, Menlo Park, California
94025, fax: (650) 473-8668. 

          7. Company’s Release of the Executive.
The Company voluntarily releases and discharges the Executive and his heirs,
successors, administrators, representatives and assigns from all Claims which it
may have against the Executive as the result of his employment or the
discontinuance of his employment and that are based upon facts known, or which
in the exercise of reasonable diligence should have been known, to the Company’s
Board of Directors. Notwithstanding the
foregoing, nothing herein shall release or discharge any Claim by the Company
against the Executive, or the right of the Company to bring any action, legal or
otherwise, against the Executive as a result of any failure by him to perform
his obligations under this Agreement or the Confidentiality Agreement, or as a
result of any acts for which the Executive cannot, as a matter of law, be
indemnified by the Company. 

          8. Waiver of Unknown
Claims. EXECUTIVE AND THE COMPANY
ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED OF AND
ARE FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH
PROVIDES AS FOLLOWS:

“A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN
BY HIM OR HER, MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.” 

          BEING AWARE OF SAID CODE SECTION, THE COMPANY AND EXECUTIVE HEREBY EXPRESSLY WAIVE ANY RIGHTS THEY OR EITHER OF
THEM MAY HAVE THEREUNDER, AS WELL AS UNDER ANY OTHER STATUTES OR COMMON LAW
PRINCIPLES OF SIMILAR EFFECT, TO THE EXTENT OF THEIR RESPECTIVE RELEASES.


          9. Non-Disparagement,
Transition, Transfer of Company Property and Limitations on Service. Executive further agrees that:

               (a) Non-Disparagement. Executive agrees
that he shall not disparage, criticize or defame the Company, its affiliates and
their respective affiliates, directors, officers, agents, partners, shareholders
or employees, either publicly or privately. The Company agrees that it shall
not, and it shall instruct its officers and members of its Board of Directors to
not, disparage, criticize or defame Executive, either publicly or privately.
Nothing in this Section 9(a) shall have application to any evidence or testimony
required by any court, arbitrator or government agency. 

               (b) Transition. Each of the Company and the Executive shall use their
respective reasonable efforts to cooperate with each other in good faith to
facilitate a smooth transition of Executive’s duties to other executive(s) of
the Company. 

               (c) Transfer of Company
Property. Except as otherwise contemplated in
Section 4(e) hereof and except as required to perform the Transition Services,
on or before the Effective Date, Executive shall turn over to the Company all
files, memoranda, records, and other documents, and any other physical or
personal property which are the property of the Company and which he had in his
possession, custody or control at the time he signed this Agreement.

8







               (d) Limit on Post-Termination Service.
Notwithstanding anything in this Agreement to the contrary, the aggregate level
of bona-fide services to be performed under Sections 2 and 16 of this Agreement,
together with any other services to be performed by Executive for the Company
following the Termination Date, shall in no event exceed twenty percent (20%) of
the average level of bona-fide services performed by Executive for the Company
during the thirty-six (36)-month period preceding the Termination Date (“20%
Threshold”). In the event that Executive’s fiduciary obligations to the P&A
Boards (and their companies) appears that they will cause Executive to provide
services to the Company that exceed the 20% Threshold, then Executive shall
resign from that number of P&A Boards sufficient to allow Executive to
provide services to the Company at or below the 20% Threshold. 

          10. Executive and Company
Representations. Executive warrants and
represents that (a) he has not filed or authorized the filing of any complaints,
charges or lawsuits against the Company or any affiliate of the Company with any
governmental agency or court, and that if, unbeknownst to Executive, such a
complaint, charge or lawsuit has been filed on his behalf, he will immediately
cause it to be withdrawn and dismissed, (b) he has reported all hours worked as
of the date of this Agreement and has been paid all compensation, wages,
bonuses, commissions, and/or benefits to which he may be entitled and no other
compensation, wages, bonuses, commissions and/or benefits are due to him, except
as provided in this Agreement, (c) he has no known workplace injuries or
occupational diseases and has been provided and/or has not been denied any leave
requested under the Family and Medical Leave Act or any similar state law, (d)
the execution, delivery and performance of this Agreement by the Executive does
not and will not conflict with, breach, violate or cause a default under any
agreement, contract or instrument to which the Executive is a party or any
judgment, order or decree to which the Executive is subject, and (e) upon the
execution and delivery of this Agreement by the Company and the Executive, this
Agreement will be a valid and binding obligation of the Executive, enforceable
in accordance with its terms. The Company warrants and represents that (a) it
has not filed or authorized the filing of any complaints, charges or lawsuits
against the Executive or any affiliate of the Executive with any governmental
agency or court, and that if, unbeknownst to Company, such a complaint, charge
or lawsuit has been filed on its behalf, it will immediately cause it to be
withdrawn and dismissed and (b) upon the execution and delivery of this
Agreement by the Company and the Executive, this Agreement will be a valid and
binding obligation of the Company, enforceable in accordance with its terms.


          11. Legal Fees. The Company shall pay the reasonable attorneys’ fees and
related expenses and disbursements incurred by Executive in connection with
Executive’s separation of employment with the Company and the negotiation and
preparation of this Agreement, in an aggregate amount not to exceed $5,000.


          12. No
Assignment. Executive warrants and represents
that no portion of any of the matters released herein, and no portion of any
recovery or settlement to which Executive might be entitled, has been assigned
or transferred to any other person, firm or corporation not a party to this
Agreement, in any manner, including by way of subrogation. If any claim, action,
demand or suit should be made or instituted against the Company or any affiliate
of the Company because of any actual assignment, subrogation or transfer by
Executive, Executive agrees to indemnify and hold harmless the Company or any
affiliate of the Company against such claim, action, suit or demand, including
necessary expenses of investigation, attorneys’ fees and costs. The Company
warrants and represents that no portion of any of the matters released herein,
and no portion of any recovery or settlement to which the Company might be
entitled, has been assigned or transferred to any other person, firm or
corporation not a party to this Agreement, in any manner, including by way of
subrogation. If any claim, action, demand or suit should be made or instituted
against the Executive or any affiliate of the Executive because of any actual
assignment, subrogation or transfer by the Company, the Company agrees to
indemnify and hold harmless the Executive or any affiliate of the Executive
against such claim, action, suit or demand, including necessary expenses of
investigation, attorneys’ fees and costs.

9







          13. Governing Law. This Agreement shall be
construed and enforced in accordance with, and the rights of the parties shall
be governed by, the laws of the State of California or, where applicable, United
States federal law, in each case, without regard to any conflicts of laws
provisions or those laws of any state other than California. 

          14. Miscellaneous. This Agreement,
together with the Confidentiality Agreement, the Indemnification Agreement and
Executive’s equity agreements with the Company, are the entire agreement between
the parties with regard to the subject matter hereof and shall supersede in its
entirety that certain Employment Agreement between the Company and Executive
dated as of February 8, 2011, as amended (the “Employment Agreement”). The Company
and Executive acknowledge that the termination of the Executive’s employment
with the Company is intended to constitute an involuntary separation from
service for the purposes of Section 409A of the Code, and the related Department
of Treasury regulations. The Company will not contest Executive’s application,
if any, for unemployment insurance benefits; provided, however, that the Company
shall respond truthfully to any questions posed to it by the California
Employment Development Department with respect to any application by Executive
for unemployment insurance benefits. Executive acknowledges that there are no
other agreements, written, oral or implied, and that he may not rely on any
prior negotiations, discussions, representations or agreements. This Agreement
may be modified only in writing, and such writing must be signed by both parties
and recited that it is intended to modify this Agreement. This Agreement may be
executed by facsimile or electronic signature and in separate counterparts, each
of which is deemed to be an original and all of which taken together constitute
one and the same agreement. Executive shall have no duty to mitigate any breach
of Sections 2, 3 and 4 of this Agreement by the Company.

          15. Indemnification. Notwithstanding any
other term in this Agreement, nothing in this Agreement shall in any way limit,
release, or terminate the Company’s continuing obligation to indemnify, defend
and/or hold harmless Executive under his Indemnification Agreement with the
Company (or any other written indemnification agreement that was in effect on
the Termination Date), or the Company’s Certificate of Incorporation, the
Company’s Bylaws, Delaware General Corporation Law or other applicable, contract
or legal requirement. The Company shall maintain directors’ and officers’
liability insurance coverage for the continuing protection of the Executive, of
such types and in such amounts as shall be appropriate for the size of the
Company and its business risks, as determined by the Company’s Board of
Directors in good faith, in its sole discretion.

(Signature page(s) follow) 

10 







     IN WITNESS
WHEREOF, the undersigned have caused this Transition and Separation Agreement to
be duly executed and delivered as of the date indicated next to their respective
signatures below. 

	DATED: January 30, 2012		
		/s/ David Greenwood	 
		David L. Greenwood
	  
	   
		GERON CORPORATION
	DATED: January 31, 2012		
	   
		By:  	/s/
      John A. Scarlett	 
			John A.Scarlett,
    MD
			Chief Executive
      Officer



S-1 







EXHIBIT A 

EXTENSION OF CONSULTING PERIOD END
DATE 

[_________], 2012 

David L. Greenwood
[Home
Address]

Re: Extension of Consulting Period End Date under Transition and Separation
Agreement 

Dear David: 

     In
accordance with the Transition Separation Agreement entered into by and between
you and Geron Corporation, a Delaware corporation (the “Company”), effective as of
January [__], 2012 (the “Separation
Agreement”), the Company wishes to extend
your Consulting Period (as defined in the Separation Agreement) until June 30,
2012. Upon your signature to this letter, for all purposes of the Separation
Agreement, the term “Consulting Period End
Date” shall mean June 30, 2012 or such
earlier date as determined by the Company in the event the Transition Duties (as
defined in the Separation Agreement) are not performed to the reasonable
satisfaction of the Company.

     Upon your signature to this letter,
the Separation Agreement will be deemed amended to the extent necessary to
reflect the terms set forth herein. Otherwise, the Separation Agreement will
remain in full force and effect.

     To indicate your acceptance of this
letter, please sign and date this letter in the space provided below and return
it to the Company by [___________], 2012.

Very truly yours,

GERON CORPORATION

	 
	Name:
	Title:


 

	ACCEPTED AND
      AGREED:		
	 
		
	  	 		 
	David L. Greenwood	     	          Date



A-1







EXHIBIT B 

GRANT STATUS AS OF TERMINATION
DATE

 

 

 

 

 

 

 

 

 

 







EXHIBIT C 

INDEMNIFICATION
AGREEMENT

 

 

 

 

 

 

 

 

 

 

C-1