EXHIBIT 10.32

EMPLOYMENT AGREEMENT


     This Employment Agreement
(“Agreement”) is made effective as of the 16th day of February, 2012 (the
“Effective Date” or “Commencement
Date”), by and between Stephen N. Rosenfield
(“Executive”) and Geron Corporation, a Delaware corporation (the “Company”). 

     Whereas,
the Company desires to employ Executive
to provide personal services to the Company, and wishes to provide Executive
with certain compensation and benefits in return for Executive’s services; and


     Whereas,
Executive wishes to be employed by the
Company and provide personal services to the Company in return for certain
compensation and benefits; 

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

ARTICLE I
DEFINITIONS


     For purposes of the Agreement, the
following terms are defined as follows:

     1.1 “Board” means the Board of Directors of the Company.

     1.2 “Cause” means any of the following: 

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

          (b) Executive’s
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;

          (c) Executive’s
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 Executive’s duties to the Company; or

          (d) Executive’s
breach of any of the material policies of the Company.

     1.3 “Change in Control” shall have the meaning set forth in the Plan.

     1.4 “Code” means the Internal Revenue Code of 1986, as amended.

     1.5 “Company” means Geron Corporation or its successors in interest. 







     1.6 “Comparable Employment” means employment on terms which provide (a) the same or
greater rate of base pay or salary as in effect immediately prior to Executive’s
termination, (b) the same, equivalent or higher job title and level of
responsibility as Executive had prior to Executive’s termination, (c) equivalent
or higher bonus opportunity as the bonus opportunity for the year preceding the
year in which the termination occurs, and d) a principal work location that is
both (i) no more than forty-five (45) miles from Executive’s principal work
location immediately prior to Executive’s termination and (ii) no more than
thirty (30) miles farther from Executive’s principal weekday residence than was
Executive’s principal work location immediately prior to the termination.


     1.7 “Covered Termination” means an Involuntary Termination Without Cause that occurs
at any time, provided that such termination constitutes a “separation from service”
within the meaning of Section 409A of the Code and the regulations promulgated
thereunder, including Treasury Regulation Section 1.409A-1(h) (a
“Separation from Service”). 

     1.8 “Involuntary Termination Without
Cause” means Executive’s dismissal or
discharge other than (i) for Cause, or (ii) after an involuntary or voluntary
filing of a petition under chapter 7 or 11 of 11 USC Section 101 et. seq., an
assignment for the benefit of creditors, a liquidation of the company’s assets
in formal proceeding or otherwise or any other event of insolvency by the
Company, in any case, without an offer of Comparable Employment by the Company
or a successor, acquirer, or affiliate of the Company. For purposes of this
Agreement, the termination of Executive’s employment due to Executive’s death or
disability will not constitute a termination for Cause. 

     1.9 “Plan” means the Company’s 2011 Equity Incentive Award Plan, as amended.


ARTICLE II
EMPLOYMENT BY THE COMPANY 

     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, General Counsel and Corporate Secretary, such employment to commence
on the Commencement Date. During the Executive’s employment, Executive will
report to the Chief Executive Officer. Executive shall serve in a part-time
employee capacity equivalent to eighty percent (80%) of a full time work
schedule 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
General Counsel and Secretary. The part-time schedule will be annually
re-evaluated by the Company to ensure that the arrangement meets the needs of
the Company. 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.

     2.2 Employment at Will.
Both the Company and Executive
acknowledge and agree that Executive’s employment with the Company is “at-will”
and not for any specified period of time, and may be terminated at any time by
Executive or the Company, with or without Cause, and with or without prior
notice; provided, however, that if Executive’s employment with the Company is
terminated under circumstances that constitute a Covered Termination, Executive
will be eligible to receive certain severance payments and benefits as set forth
in Article IV below.

2







     2.3 Employment
Policies. The employment relationship
between the parties shall also be governed by the general employment policies
and practices of the Company, including but not limited to those policies
relating to protection of confidential information and assignment of inventions.
In the event of a conflict between the terms of this Agreement and the Company’s
general employment policies or practices, this Agreement shall
control.

ARTICLE III
COMPENSATION


     3.1 Base
Salary. Executive shall receive for
services to be rendered hereunder an annual base salary of $292,000 which has
been pro-rated to reflect eighty percent (80%) of a full time work schedule. The
Base Salary is payable on the regular payroll dates of the Company subject to
increase in the sole discretion of the Board (the “Base Salary”). 

     3.2 Bonus. Executive shall be eligible to earn, for each fiscal year of
the Company ending during Executive’s employment with the Company, an annual
discretionary cash bonus (an “Annual
Bonus”) targeted at forty five percent (45%)
of Executive’s Base Salary.

     3.3
Stock Option. The Compensation Committee of the Board granted Executive an option to purchase four hundred and twenty-five
thousand (425,000) shares of Company common stock (the “Option”) on February 16, 2012 (the “Grant Date”),
having an exercise price equal to the closing trading price of a share of Company common stock on the Grant Date. The Option shall
vest with respect to 1/8th of the shares initially subject thereto on the six-month anniversary of the Commencement Date and with
respect to 1/48th of the shares initially subject thereto on each monthly anniversary of the Commencement Date thereafter,
subject to Executive’s continued service to the Company through the applicable vesting date, provided, that upon occurrence
of a Change of Control, subject to Executive’s continued service to the Company through the date of such Change of Control,
the Option shall vest and become exercisable with respect to one hundred percent (100%) of the unvested shares subject thereto.
The Option shall be exercisable in full on the Grant Date, subject to Executive entering into a restricted stock purchase agreement
with respect to any unvested shares. Executive shall be permitted to exercise any or all of the Option, whether or not vested,
subject to the Company’s right of repurchase. The Option otherwise shall be subject to and governed in all respects by the
terms of the Plan and the option agreement to be entered into between the Company and Executive. 

     3.4 Standard Company Benefits;
Vacation. With the exception of health
care, vision and dental benefits, Executive shall be entitled to all rights and
benefits for which Executive is eligible under the terms and conditions of the
Company’s benefit and compensation plans, practices, policies and programs, as
in effect from time to time, that are provided by the Company to its senior
executives generally. Executive will be eligible for twenty (20) days of
vacation per year. 

3







ARTICLE IV
SEVERANCE BENEFITS AND RELEASE 

     4.1 Severance
Benefits. If Executive’s employment
terminates due to a Covered Termination after the date of execution of this
Agreement, Executive shall receive: 

          (i) Payment of
Accrued Obligations Upon Termination of Employment. Upon a termination of Executive’s employment for any reason at any time
following the Commencement Date, the Company shall pay to Executive in a single
lump-sum cash payment as soon as administratively practicable following the date
of termination, the aggregate amount of Executive’s (A) earned but unpaid Base
Salary, and (B) accrued but unpaid vacation pay. In addition, Executive shall be
promptly paid for incurred but unreimbursed business expenses upon his
submission of such expenses in accordance with the Company’s expense
reimbursement policies. The amounts set forth in this Section 4.1(i) are
collectively referred to as the “Accrued
Obligations”.

          (ii) Severance
Upon a Covered Termination. If Executive’s
employment terminates due to a Covered Termination at any time after the
Commencement Date, then, in addition to the Accrued Obligations:

               (a) Executive
shall be paid target Annual Bonus for the fiscal year in which the termination
occurs, prorated for the length of service provided during the calendar year
through the termination date, payable in a single lump-sum payment within thirty
(30) days following the date of termination;

               (b) Executive
shall be paid an aggregate amount equal to twelve (12) months of Executive’s
Base Salary in effect on the date of termination, payable to Executive in a
single lump-sum amount on the sixtieth (60th) day following the date
of termination; 

               (c)
Executive and Executive’s covered dependents will be eligible to continue their health care benefit coverage as permitted
by COBRA (Internal Revenue Code Section 4980B) at the Company’s expense for the lesser of (i) twelve (12) months following
the Covered Termination, or (ii) until the Executive and/or Executive’s covered dependents are no longer eligible for COBRA
(for clarification and as an example, in the event Executive is covered by another health plan, etc.). Thereafter, Executive and
Executive’s covered dependents shall be entitled to maintain coverage for Executive and Executive’s eligible dependents
at Executive’s own expense for the balance of the period that Executive is entitled to coverage under COBRA; and


               (d) the
Option, along with any subsequent options or other exercisable equity interest in the Company held by Executive shall remain outstanding
and exercisable through the earlier of (i) the second (2nd) anniversary of the date of termination or (ii) the original
expiration date of the option or other equity interest. 

Notwithstanding the foregoing, the
amounts payable under this Article IV, other than the Annual Bonus and the
extended exercisability set forth in Section 4.1(d), shall be reduced by the
amount of severance or other cash compensation, if any, payable under the
Company’s Change of Control Severance Plan attached hereto as Exhibit C. For the
avoidance of doubt, all amounts payable under this Agreement shall be subject to
applicable federal, state, local or foreign tax withholding
requirements.

4







     4.2 Parachute
Payments. If any payment or benefit
Executive would receive in connection with a Change in Control from the Company
or otherwise (“Payment”) would (i) constitute a “parachute payment” within the
meaning of Section 280G of the Code, and (ii) but for this sentence, be subject
to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such
Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be
either (x) the largest portion of the Payment that would result in no portion of
the Payment being subject to the Excise Tax or (y) the largest portion, up to
and including the total, of the Payment, whichever amount, after taking into
account all applicable federal, state and local employment taxes, income taxes,
and the Excise Tax (all computed at the highest applicable marginal rate),
results in Executive’s receipt, on an after-tax basis, of the greater amount of
the Payment notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax. If a reduction in payments or benefits constituting
“parachute payments” is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in the following order unless Executive elects in writing
a different order (provided, however, that such election shall be subject to
Company approval): reduction of cash payments; cancellation of accelerated
vesting of stock awards; reduction of employee benefits. In the event that
acceleration of vesting of stock award compensation is to be reduced, such
acceleration of vesting shall be cancelled in the reverse order of the date of
grant of Executive’s stock awards unless Executive elects in writing a different
order for cancellation. 

The Company for general audit purposes shall engage a
nationally recognized public accounting firm (the “Accounting Firm”) to perform the foregoing calculations. The
Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The
Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed
supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which
Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time
as requested by the Company or Executive. If the Accounting Firm determines that no Excise Tax is payable with respect to a
Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an
opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith
determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. 

     4.3 Release. Notwithstanding the foregoing, Executive’s right to receive
the amounts provided for in Sections 4.1(ii) and 4.2, and the Change of Control
acceleration referenced in Section 3.3 above shall be subject to and conditioned
upon Executive’s execution and non-revocation of a release of claims in
substantially the form attached hereto as Exhibit A (the “Release”) (as such form may
be modified to take into account changes in the law) within fifty (50) days
following the termination date. Such Release shall specifically relate to all of
Executive’s rights and claims in existence at the time of such execution and
shall confirm Executive’s obligations under the Proprietary Information
Agreement (as defined below). It is understood that Executive has a certain
period to consider whether to execute such Release, as set forth in the Release,
and Executive may revoke such Release within seven (7) business days after
execution. In the event Executive does not execute such Release within the
applicable period, or if Executive revokes such Release within the subsequent
seven (7) business day period, none of the aforesaid benefits set forth in
Sections 4.1(ii), 4.2 and the Change of Control acceleration referenced in
Section 3.3 shall be payable to Executive under this Agreement and this
Agreement shall be null and void.

5







     4.4 Section 409A.
Notwithstanding any provision to the
contrary in this Agreement, if Executive is deemed by the Company at the time of
the 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 Executive is entitled under this Agreement is required
in order to avoid a prohibited distribution under Section 409A(a)(2)(B)(i) of
the Code, such portion of Executive’s benefits shall not be provided to
Executive prior to the earlier of (a) the expiration of the six-month period
measured from the date of Executive’s Separation from Service or (b) the date of
Executive’s 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 this Section 4.4 shall be paid in a lump sum to Executive (or Executive’s
estate or beneficiaries), and any remaining payments due under the Agreement
shall be paid as otherwise provided herein. For purposes of Section 409A of the
Code, Executive’s right to receive the payments of compensation pursuant to the
Agreement shall be treated as a right to receive a series of separate payments
and accordingly, each payment shall at all times be considered a separate and
distinct payment. 

     4.5 Mitigation.
Executive shall not be required to
mitigate damages or the amount of any payment provided under this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by
Executive as a result of employment by another employer or by any retirement
benefits received by Executive after the date of the Covered Termination, or
otherwise. 

ARTICLE V
PROPRIETARY INFORMATION OBLIGATIONS 

     5.1 Agreement. Executive agrees to
abide by the Proprietary Information and Inventions Agreement attached hereto as
Exhibit B
(the “Proprietary Information
Agreement”). 

     5.2 Remedies.
Executive’s duties under the Proprietary
Information and Inventions Agreement shall survive termination of Executive’s
employment with the Company and the termination of this Agreement. Executive
acknowledges that a remedy at law for any breach or threatened breach by
Executive of the provisions of the Proprietary Information and Inventions
Agreement would be inadequate, and Executive therefore agrees that the Company
shall be entitled to injunctive relief in case of any such breach or threatened
breach.

6







ARTICLE VI
OUTSIDE ACTIVITIES


     6.1 No Other Employment.
Except with the prior written consent of
the Board, Executive shall not during the term of Executive’s employment with
the Company, undertake or engage in any other employment, occupation or business
enterprise. Notwithstanding the foregoing, during the term of Executive’s
employment with the Company, Executive may (a) undertake or engage in any other
employment, occupation or business enterprise in which Executive is a passive
investor, and/or (b) engage in civic and not-for-profit activities, in each
case, so long as such activities do not materially interfere with the
performance of Executive’s duties hereunder. 

     6.2 No Conflicting Business
Interests. During the term of
Executive’s employment by the Company, except on behalf of the Company,
Executive shall not directly or indirectly, whether as an officer, director,
stockholder, partner, proprietor, associate, representative, consultant, or in
any capacity whatsoever engage in, become financially interested in, be employed
by or have any business connection with any other person, corporation, firm,
partnership or other entity whatsoever which were known by Executive to compete
directly with the Company, throughout the world, in any line of business engaged
in (or planned to be engaged in) by the Company; provided, however, that anything above
to the contrary notwithstanding, Executive may own, as a passive investor,
securities of any competitor corporation, so long as Executive’s direct holdings
in any one such corporation shall not in the aggregate constitute more than 1%
of the voting stock of such corporation.

ARTICLE VII
NONINTERFERENCE


     While employed by the Company, and
for one (1) year immediately following the date on which Executive terminates
employment or otherwise ceases providing services to the Company, Executive
agrees not to interfere with the business of the Company by soliciting or
attempting to solicit any employee of the Company to terminate such employee’s
employment in order to become an employee, consultant or independent contractor
to or for any competitor of the Company. Executive’s duties under this Article
VII shall survive termination of Executive’s employment with the Company and the
termination of this Agreement. 

ARTICLE VIII
GENERAL PROVISIONS


     8.1 Notices. Any notices provided hereunder must be in writing and shall be
deemed effective upon the earlier of personal delivery (including personal
delivery by telex) or the third day after mailing by first class mail, to the
Company at its primary office location and to Executive at Executive’s address
as listed on the Company payroll. 


7







     8.2 Section 409A.
To the extend applicable, this Agreement
shall be interpreted in accordance with Section 409A of the Code and Department
of Treasury regulations and other interpretative guidance issued thereunder,
including without limitation any such regulations or other such guidance that
may be issued after the Commencement Date (“Section 409A”). Notwithstanding any provision of this
Agreement to the contrary, in the event that following the Commencement Date,
the Company determines in good faith that any compensation or benefits payable
under this Agreement may not be either exempt from or compliant with Section
409A, the Company may adopt such amendments to this Agreement or adopt other
policies or procedures (including amendments, policies and procedures with
retroactive effect), or take any other commercially reasonable actions necessary
or appropriate to preserve the intended tax treatment of the compensation and
benefits payable hereunder, including without limitation actions intended to (i)
exempt the compensation and benefits payable under this Agreement from Section
409A, and/or (ii) comply with the requirements of Section 409A, provided, that
this Section 8.2 does not, and shall not be construed so as to, create any
obligation on the part of the Company to adopt any such amendments, policies or
procedures or to take any other such actions or to create any liability on the
part of the Company for any failure to do so. 

     8.3 Severability. Whenever possible,
each provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
is held to be invalid, illegal or unenforceable in any respect under any
applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein. 

     8.4 Waiver. If either party should waive any breach of any provisions of
this Agreement, they shall not thereby be deemed to have waived any preceding or
succeeding breach of the same or any other provision of this Agreement.


     8.5 Complete
Agreement. This Agreement and its
Exhibit A and Exhibit B constitute the entire agreement between Executive and
the Company and are the complete, final, and exclusive embodiment of their
agreement with regard to this subject matter (except for the Plan, any successor
thereto or the Company’s Change of Control Severance Plan). This Agreement
supersedes any prior agreement between Executive and the Company or any
predecessor employer in its entirety. Executive and the Company acknowledge and
agree that this Agreement is entered into without reliance on any promise or
representation other than those expressly contained herein or therein and cannot
be modified or amended except in a writing signed by a duly-authorized officer
of the Company. 

     8.6 Counterparts. This Agreement may
be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will
constitute one and the same Agreement. 

     8.7 Headings.
The headings of the sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
hereof nor to affect the meaning thereof. 

     8.8 Successors and
Assigns. This Agreement is intended to
bind and inure to the benefit of and be enforceable by Executive and the
Company, and their respective successors, assigns, heirs, executors and
administrators, except that Executive may not assign any of Executive’s duties
hereunder and Executive may not assign any of Executive’s rights hereunder,
without the written consent of the Company, which shall not be withheld
unreasonably. 

8







     8.9 Arbitration. In the event of any
contractual, statutory or tort dispute or claim relating to or arising out of
Executive’s employment relationship with the Company (including but not limited
to any claims of wrongful termination or age, sex, race, or other
discrimination, but not including workers’ compensation claims), Executive and
the Company agree that all such disputes will be finally resolved by binding
arbitration conducted by a single neutral arbitrator associated with the
American Arbitration Association in Menlo Park, California. Executive and the
Company hereby waive their respective rights to have any such disputes or claims
tried to a judge or jury. However, the Company agrees that this arbitration
provision will not apply to any claim, by either Executive or the Company, for
injunctive relief. The administrative costs of any arbitration proceeding
between Executive and the Company and the fees and costs of the arbitrator shall
be borne by the Company. 

     8.10 Attorneys’
Fees. If either party hereto brings any
action to enforce rights hereunder, each party in any such action shall be
responsible for its own attorneys’ fees and costs incurred in connection with
such action. 

     8.11 Acknowledgement. Executive
acknowledges that Executive (a) has had the opportunity to discuss this matter
with and obtain advice from independent counsel of Executive’s own choice and
has been advised to do so by the Company, (b) has carefully read and fully
understands all the provisions of this Agreement, and (c) is knowingly and
voluntarily entering into this Agreement. Executive represents that Executive
(i) is familiar with the restrictive covenants set forth in the Proprietary
Information Agreement and (ii) is fully aware of his/her obligations thereunder.


     8.12 Choice of
Law. All questions concerning the
construction, validity and interpretation of this Agreement will be governed by
the law of the State of California. 

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


	
      GERON
      CORPORATION

	 	
	By:	/s/ John A. Scarlett
	 	John A.
      Scarlett, MD
	 	Chief Executive
      Officer
	 
	Date: 	February 22,
  2012




Accepted and agreed this 21st
day of February, 2012, 

	/s/ Stephen
      Rosenfield
	Stephen N. Rosenfield



9







EXHIBIT A 

GENERAL RELEASE 

10







EXHIBIT B 

PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT 

11







EXHIBIT C

AMENDED AND RESTATED SEVERANCE PLAN


12