EXHIBIT 10.1

Effective May 23, 2013

Geron Corporation
Amended and Restated
Severance Plan
(and Summary Plan Description) 

     This Amended
and Restated Geron Corporation Severance Plan (the “Plan”) sets forth the
severance benefits available to Covered Employees of Geron Corporation (together
with any successor to substantially all of its business, stock or assets, the
“Company”) whose employment is terminated as a result of a Triggering Event (as
defined below). 

    
The Plan is an employee welfare benefit plan subject to the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). This Plan
document is also the summary plan description of the Plan. References in the
Plan to “You” or “Your” are references to an employee of the Company.


    
1. General Eligibility. You shall only be eligible for benefits under this Plan if: (i)
immediately prior to a Triggering Event, you are an employee of the Company and
are not subject to an ongoing performance improvement plan (a
“Covered Employee”) and (ii) you are notified by the Company in writing that
you are eligible for severance benefits under the Plan as a result of a
Triggering Event. 

    
2. Severance Benefits.

         
(a) Upon a Triggering Event, you shall be entitled to receive a severance
payment equal to the amount of your Base Salary for a severance period that is
determined based on your position with the Company immediately before such
Triggering Event pursuant to the following schedule, provided that the
Triggering Event constitutes a “separation from service” within the meaning of
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and the regulations promulgated thereunder, including Treasury
Regulation Section 1.409A-1(h) (a “Separation from Service”):


	Covered
      Position	Severance Period
      (Non-	Severance
      Period
		Change of Control	(Change of
      Control
		Triggering
      Event)	Triggering
      Event)
	CEO	Not applicable	18 months
	Group President, Executive Vice	Not applicable	15 months
	President, Senior Vice President, Chief		
	Financial Officer, Chief Scientific		
	Officer, and other named officers		
	Vice President	9 months	12 months
	Executive Director, Senior
Director	6 months	9 months
	Director, Associate Director	3 months	6 months
	Senior Scientist/Scientist,	2
      months	3 months
	Manager, Associate, other Staff		



1







     For purposes
of calculating Plan benefits, “Base
Salary” shall mean your base pay
(excluding incentive pay, premium pay, commissions, overtime, bonuses and other
forms of variable compensation), at the rate in effect during the last regularly
scheduled payroll period immediately preceding the date of your Separation from
Service. 

          (b) Upon a
Triggering Event, the Company shall pay all premiums required for continuation
of your health benefits (as in effect on the date of your Separation from
Service) under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”), provided that you timely elect such continued coverage
under COBRA, on a monthly basis through the earliest of: (i) the end of your
applicable severance period as specified in Section 2(a), (ii) the date you
obtain other employment offering health care coverage, or (iii) the expiration
of your eligibility for such continued coverage under COBRA (such period from
the date of your Separation from Service through the earliest of (i) through
(iii), the “COBRA Payment
Period”). 

    
Notwithstanding the foregoing, if at any time the Company determines, in
its sole discretion, that the payment of such COBRA premiums would result in a
violation of applicable law (including, without limitation, Section 105(h)(2) of
the Code and Section 2716 of the Public Health Service Act), then in lieu of
providing such COBRA premiums, the Company shall instead pay you, on the last
day of each remaining month of the COBRA Payment Period, a fully taxable cash
payment equal to the COBRA premiums for that month, subject to applicable tax
withholdings (such amount, the “Special
Severance Payment”); provided, however, that any
such Special Severance Payment shall be made without regard to your payment of
COBRA premiums and for purposes of any such Special Severance Payment, the
“COBRA Payment Period” shall be determined without regard to the expiration of
your eligibility for continued coverage under COBRA. 

    
If you become eligible for coverage under another employer’s health plan
or otherwise cease to be eligible for COBRA during the COBRA Payment Period, you
must immediately notify the Company of such event, and all payments and
obligations under this Section 2(b) shall cease. For purposes of this Section
2(b), (i) references to COBRA shall be deemed to refer also to analogous
provisions of state law and (ii) any applicable insurance premiums that are paid
by the Company shall not include any amounts payable by you pursuant to a health
care reimbursement plan under Section 125 of the Code, which amounts, if any,
are your sole responsibility. 

          (c)
Notwithstanding any provision in the Plan to the contrary, upon the occurrence
of an event that constitutes both a Non-Change of Control Triggering Event and a
Change of Control Triggering Event, your benefits under the Plan shall be
determined based on the type of Triggering Event that results in the greater
amount of benefits for you, and you shall not be entitled to receive benefits
based on both types of Triggering Events. 


2







          (d) The
Company, in its sole discretion, shall have the authority to reduce your
severance benefits under the Plan, in whole or in part, by any other severance
benefits, pay and benefits provided during a period following written notice of
a plant closing or mass layoff, pay and benefits in lieu of such notice, or
other similar benefits payable to you by the Company that become payable in
connection with your termination of employment pursuant to (i) any applicable
legal requirement, including, without limitation, the Worker Adjustment and
Retraining Notification Act, the California Plant Closing Act, or any other
similar state law, (ii) subject to Section 7, a written employment or severance
agreement with the Company, or (iii) any Company
policy or practice providing for you to remain on the payroll for a limited
period of time after being given notice of your termination of employment, and
the Plan Administrator shall so construe and implement the terms of the Plan.
Any such reductions that the Company determines to make pursuant to this Section
2(d) shall be made such that any benefit under the Plan shall be reduced solely
by any similar type of benefit under such legal requirement, agreement, policy
or practice (i.e., any cash severance benefits under the Plan shall be reduced solely by
any cash payments or severance benefits under such legal requirement, agreement,
policy or practice, and any continued insurance benefits under the Plan shall be
reduced solely by any continued insurance benefits under such legal requirement,
agreement, policy or practice). The Company’s decision to apply such reductions
to your severance benefits and the amount of such reductions shall in no way
obligate the Company to apply the same reductions in the same amounts to the
severance benefits of any other Covered Employee, even if similarly situated. In
the Company’s sole discretion, such reductions may be applied on a retroactive
basis, with severance benefits previously paid being re-characterized as
payments pursuant to the Company’s statutory obligation. 

     3. Payment
and Other Terms. 

          (a) All
severance payments under Section 2(a) shall be made in a
lump- sum and be reduced by any applicable taxes or any other amounts required
to be paid or withheld by the Company. Such payments shall be made on the date
that is sixty (60) days following the applicable Triggering Event.
Notwithstanding any provision herein to the contrary, if you are deemed by the
Company at the time of your 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 you are entitled under this
Plan is required in order to avoid a prohibited distribution under Section
409A(a)(2)(B)(i) of the Code, such portion of your benefits shall not be
provided to you prior to the earlier of (i) the expiration of the six-month
period measured from the date of your Separation from
Service or (ii) the date of your 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 the preceding sentence shall be paid in a lump sum to you
(or your estate or beneficiaries), and any remaining payments due under the Plan
shall be paid as otherwise provided herein. 

          (b) Subject
to Section 3(a), to the extent that any payments of COBRA premiums or Special
Severance Payments under Section 2(b) constitute “deferred compensation” within
the meaning of Section 409A of the Code and are not exempt from the application
of Section 409A of the Code pursuant to Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(9)(iii) or 1.409A-1(b)(9)(v), on the sixtieth
(60th) day following your Separation from Service, the Company shall
make the first payment under Section 2(b) equal to the aggregate amount of
payments that the Company would have paid through such date had such payments
commenced on the Separation from Service through such sixtieth (60th)
day, with the balance of the payments paid thereafter on the schedule described
in Section 2(b). 

          (c) The
receipt of any severance benefits pursuant to the Plan will be subject to your
signing (or, in the event of your death, your estate or beneficiaries signing) a
general release of all claims against the Company and its affiliates in a form
determined by the Company, within the applicable time period set forth therein,
and subsequently not revoking such release within any period permitted under
applicable law; provided,
however, that in no event may the applicable
time period or revocation period extend beyond sixty (60) days following your
Separation from Service. No severance benefits under the Plan will be paid or
provided until the general release of claims becomes effective and
irrevocable.

3







          (d) You will not be entitled to any severance benefits under
the Plan unless and until you return all Company Property. For this purpose,
“Company Property” means all Company documents (and all copies thereof) and
other Company property which you had in your possession at any time, including,
but not limited to, files, notes, drawings, records, plans, forecasts, reports,
studies, analyses, proposals, agreements, financial information, research and
development information, sales and marketing information, operational and
personnel information, specifications, code, software, databases,
computer-recorded information, tangible property and equipment (including, but
not limited to, computers, facsimile machines, mobile telephones, servers),
credit cards, entry cards, identification badges and keys, and any materials of
any kind which contain or embody any proprietary or confidential information of
the Company (and all reproductions thereof in whole or in part). 

    
4. Effective Date of Plan/Amendment. This Plan was originally established effective as of January
21, 2003 and was subsequently amended and restated effective as of December 19,
2008, February 13, 2013 and May 23, 2013. The Board shall have the power to
amend or terminate this Plan from time-to-time in its discretion and for any
reason (or no reason), provided that no such amendment or termination shall be
effective with respect to a Triggering Event that occurred prior to the
amendment or termination. 

    
5. Claims Procedures.


          (a)
Normally, you do not need to present a formal claim to receive benefits payable
under this Plan. 

          (b) If any
person (the “Claimant”) believes that benefits are being denied improperly, that
the Plan is not being operated properly, that fiduciaries of the Plan have
breached their duties, or that the Claimant’s legal rights are being violated
with respect to the Plan, the Claimant must file a formal claim, in writing,
with the Plan Administrator. This requirement applies to all claims that any
Claimant has with respect to the Plan, including claims against fiduciaries and
former fiduciaries, except to the extent the Plan Administrator determines, in
its sole discretion, that it does not have the power to grant all relief
reasonably being sought by the Claimant. 

          (c) A
formal claim must be filed within 90 days after the date the Claimant first knew
or should have known of the facts on which the claim is based, unless the Plan
Administrator in writing consents otherwise. The Plan Administrator shall
provide a Claimant, on request, with a copy of the claims procedures established
under Section 5(d). 

          (d) The
Plan Administrator has adopted procedures for considering claims (which are set
forth in Appendix A), which it may amend from time to time, as it sees fit.
These procedures shall comply with all applicable legal requirements. These
procedures may provide that final and binding arbitration shall be the ultimate
means of contesting a denied claim (even if the Plan Administrator or its
delegates have failed to follow the prescribed procedures with respect to the
claim). The right to receive benefits under this Plan is contingent on a
Claimant using the prescribed claims and arbitration procedures to resolve any
claim.


4







    
6. Plan Administration. 

          (a) The
Plan Administrator is responsible for the general administration and management
of the Plan and shall have all powers and duties necessary to fulfill its
responsibilities, including, but not limited to,
the discretion to interpret and apply the Plan and to determine all questions
relating to eligibility for benefits. The Plan shall be interpreted in
accordance with its terms and their intended meanings. However, the Plan
Administrator and all Plan fiduciaries shall have the discretion to interpret or
construe ambiguous, unclear, or implied (but omitted) terms in any fashion they
deem to be appropriate in their sole discretion, and to make any findings of
fact needed in the administration of the Plan. The validity of any such
interpretation, construction, decision, or finding of fact shall not be given de
novo review if challenged in court, by arbitration, or in any other forum, and
shall be upheld unless clearly arbitrary or capricious. 

          (b) All
actions taken and all determinations made in good faith by the Plan
Administrator or by Plan fiduciaries will be final and binding on all persons
claiming any interest in or under the Plan. To the extent the Plan Administrator
or any Plan fiduciary has been granted discretionary authority under the Plan,
the Plan Administrator’s or Plan fiduciary’s prior exercise of such authority
shall not obligate it to exercise its authority in a like fashion thereafter.


          (c) If, due
to errors in drafting, any Plan provision does not accurately reflect its
intended meaning, as demonstrated by consistent interpretations or other
evidence of intent, or as determined by the Plan Administrator in its sole
discretion, the provision shall be considered ambiguous and shall be interpreted
by the Plan Administrator and all Plan fiduciaries in a fashion consistent with
its intent, as determined in the sole discretion of the Plan Administrator. The
Plan Administrator shall amend the Plan retroactively to cure any such
ambiguity. 

          (d) No Plan
fiduciary shall have the authority to answer questions about any pending or
final business decision of the Company or any affiliate that has not been
officially announced, to make disclosures about such matters, or even to discuss
them, and no person shall rely on any unauthorized, unofficial disclosure. Thus,
before a decision is officially announced, no fiduciary is authorized to tell
any employee, for example, that the employee will or will not be laid off or
that the Company will or will not offer exit incentives in the future. Nothing
in this subsection shall preclude any fiduciary from fully participating in the
consideration, making, or official announcement of any business decision.


          (e) This
Section 6 may not be invoked by any person to require the Plan to be interpreted
in a manner inconsistent with its interpretation by the Plan Administrator or
other Plan fiduciaries. 

     7.
Superseding Plan. This Plan (i) shall be the
only plan with respect to which benefits may be provided to you upon a Change of
Control or upon a termination of your employment by the Company without Cause
after the effective date of this Amended and Revised Plan; and (ii) shall
supersede any other plan or agreement (other than the 1992 Stock Option Plan,
2002 Equity Incentive Plan and 2011 Equity Incentive Plan, and any option
agreements thereunder) previously adopted by the Company with respect to
benefits that may be provided upon a Change of Control or a termination of
employment by the Company without Cause; provided, however, that this Plan
shall not supersede any employment agreement or other similar agreement entered
into between an individual and the Company, and provided, further, that (A)
payments under any such employment agreement or other similar agreement shall be
reduced by the amount of any benefits payable under this Plan, to the extent
that such employment agreement or other similar agreement provides for such
reduction, and (B) to the extent that any such employment agreement or other
similar agreement does not provide for such reduction, any severance benefits
payable under this Plan may be reduced pursuant to Section 2(d). Further, the
benefits provided under this Plan are not
intended to be duplicative of those provided in any employment
agreement.

5







     8.
Limitation On Employee Rights; At-Will Employment. This Plan shall not give any employee
the right to be retained in the service of the Company or interfere with or
restrict the right of the Company to discharge or retire the employee. All
employees of the Company are employed at will. 

    
9. No Third-Party Beneficiaries. This Plan shall not give any rights or remedies to any person other than
Covered Employees and the Company. 

    
10. Governing Law. This
Plan is a welfare plan subject to ERISA and it shall be interpreted,
administered, and enforced in accordance with that law. To the extent that state
law is applicable, the statutes and common law of the State of California,
excluding any that mandate the use of another jurisdiction’s laws, shall apply.


    
11. Miscellaneous.
Where the context so indicates, the singular
will include the plural and vice versa. Titles are provided herein for
convenience only and are not to serve as a basis for interpretation or
construction of the Plan. Unless the context clearly indicates to the contrary,
a reference to a statute or document shall be construed as referring to any
subsequently enacted, adopted, or executed counterpart. 

    
12. Section 409A. To the
extent applicable, this Plan shall be interpreted in accordance with, and
incorporate the terms and conditions required by, Section 409A of the Code and
Department of Treasury regulations and other interpretive guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the adoption of this Plan. It is intended that (i) each
installment of any benefits payable under the Plan to you be regarded as a
separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), (ii) all payments of any such benefits under the Plan satisfy, to
the greatest extent possible, the exemptions from the application of Section
409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii), and (iii) any such benefits consisting of COBRA premiums also
satisfy, to the greatest extent possible, the exemption from the application of
Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).
Notwithstanding any provision of this Plan to the contrary, in the event that
the Company determines that any amounts payable hereunder will cause you to
incur adverse tax consequences under Section 409A of the Code and
related Department of Treasury guidance, to the extent permitted under Section
409A of the Code, the Company may, to the extent permitted under Section 409A of
the Code (a) cooperate in good faith to adopt such amendments to this Plan and
appropriate policies and procedures, including amendments and policies with
retroactive effect, that it determines necessary or appropriate to preserve the
intended tax treatment of the benefits provided by this Plan, preserve the
economic benefits of this Plan and avoid less favorable accounting or tax
consequences for the Company and/or (b) take such other actions as mutually
determined necessary or appropriate to exempt the amounts payable hereunder from
Section 409A of the Code or to comply with the requirements of Section 409A of
the Code and thereby avoid the application of adverse tax consequences under
such section. 

    
13. Basis of Payments. The Plan shall be unfunded, and all cash payments under the Plan shall be
paid only from the general assets of the Company.


6







    
14. Definitions. For purposes of this
Plan, the following terms shall have the following meanings:

          (a)
“Cause”
shall mean any of the following: 

              
(i) your continued failure to satisfactorily perform your duties to the
Company (other than as a result of your total or partial incapacity due to
physical or mental illness);

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

              
(iii) your 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;

              
(iv) your 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 your duties to the
Company; or

              
(v) your breach of any of the material policies of the Company, including
without limitation being under the influence of illicit drugs or alcohol at work
or on the Company’s premises.

          (b)
“Change of Control” shall mean the occurrence of any of the following:

              
(i) as a result of any merger or consolidation, the voting securities of
the Company outstanding immediately prior thereto represent (either by remaining
outstanding or by being converted into voting securities of the surviving or
acquiring entity) less than 49% of the combined voting power of the voting
securities of the Company or such surviving or acquiring entity outstanding
immediately after such merger or consolidation;

              
(ii) during any period of twenty-four (24) consecutive calendar months,
the individuals who at the beginning of such period constitute the Company’s
Board of Directors (the “Board”), and any new directors
whose election by such Board or nomination for election by stockholders was
approved by a vote of at least two-thirds of the members of such Board who were
either directors on such Board at the beginning of the period or whose election
or nomination for election as directors was previously so approved, for any
reason cease to constitute at least a majority of the members
thereof;

              
(iii) any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as amended
(“Exchange Act”)
shall become the beneficial owner
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more
than 20% of the then outstanding shares of common stock of the
Company;

              
(iv) any sale of all or substantially all of the assets of the Company;
provided, however, that in the event of a sale of less than all of the assets of the
Company, the Plan Administrator may determine that a Change of Control has only
occurred (for purposes of determining eligibility for benefits under the Plan)
with regard to those employees whose services are specifically attributable to
the sold assets; or

              
(v) the complete liquidation or dissolution of the Company. 

7







     The Plan
Administrator shall have sole discretion with regard to whether a Change of
Control has occurred for purposes of this Plan, and if a Change of Control has
occurred as a result of sale of less than all of the Company’s assets as
described in clause (iv) above, shall have sole discretion with regard to the
determination of which employees’ services are specifically attributable to the
sold assets and are therefore eligible for benefits under this Plan in
connection with such sale of assets.

          (c) “Triggering Event” shall mean the occurrence of either a Non-Change of Control
Triggering Event or a Change of Control Triggering Event. 

    
For purposes of the Plan, a “Non-Change of Control Triggering Event” shall mean your employment is terminated by the Company without Cause.


    
For purposes of the Plan, a “Change
of Control Triggering Event” shall mean
any of the following: 

              
(i) your employment is terminated by the Company without Cause in
connection with a Change of Control or within twelve (12) months following a
Change of Control; provided,
however, that if you are terminated by the
Company in connection with a Change of Control but immediately accept employment
with the Company’s successor or acquirer, you will not be deemed to be covered
by this subsection (i), unless you are subsequently terminated without Cause by
the successor or acquirer within the twelve (12) months following the Change of
Control; 

              
(ii) you resign your employment with the Company because in connection
with a Change of Control, you are offered terms of employment (new or
continuing) by the Company or the Company’s successor or acquirer within thirty
(30) days after the Change of Control that result in a Material Change in Your
Terms of Employment. For purposes of the foregoing, a “Material Change in Your Terms of
Employment” shall occur if one of the
following events occurs without your consent: (a) your base salary is materially
reduced from that in effect immediately prior to the Change of Control, or (b)
if as of the Change of Control you are employed at the director level or above,
you are subject to a material reduction in your duties (including
responsibilities and/or authority), or (c) your principal work location is to be
moved to a location that is either (i) more than forty-five (45) miles from your
principal work location immediately prior to the Change of Control or (ii) more
than thirty (30) miles farther from your principal weekday residence than was
your principal work location immediately prior to the Change of Control, or (d)
the Company or the Company’s successor or acquirer materially breaches the terms
of any employment or similar service agreement with you; provided, however, that to resign due
to a Material Change in Your Terms of Employment, you must (1) provide written
notice to the Company’s General Counsel within 30 days after the first
occurrence of the event giving rise to a Material Change in Your Terms of
Employment setting forth the basis for your resignation, (2) allow the Company
at least 30 days from receipt of such written notice to cure such event, and (3)
if such event is not reasonably cured within such period, your resignation from
all positions you then hold with the Company is effective not later than 90 days
after the expiration of the cure period; or 

              
(iii) after accepting (or continuing) employment with the Company or the
Company’s successor or acquirer after a Change of Control, you resign your
employment within twelve (12) months following the Change of Control due to a
Material Change in Your Terms of Employment as defined above.

8







APPENDIX A 

DETAILED CLAIMS AND ARBITRATION
PROCEDURES 

1. Claims Procedure 

     Initial
Claims

    
All claims shall be presented to the Plan Administrator in writing.
Within 90 days after receiving a claim, a claims official appointed by the Plan
Administrator shall consider the claim and issue his or her determination
thereon in writing. If the Plan Administrator or claims official determines that
an extension of time is necessary, the claims official may extend the
determination period for up to an additional 90 days by giving the Claimant
written notice prior to the termination of the initial 90 day period. The
extension notice will indicate the special circumstances requiring the extension
of time and the date by which the claims official expects to render a decision
on the claim. Any claims that the Claimant does not pursue in good faith through
the initial claims stage shall be treated as having been irrevocably
waived.

    
Claims Decisions 

    
If the claim is granted, the benefits or relief the Claimant seeks shall
be provided. If the claim is wholly or partially denied, the claims official
shall, within 90 days (or a longer period, as described above), provide the
Claimant with written or electronic notice of the denial, setting forth, in a
manner calculated to be understood by the Claimant: (1) the specific reason or
reasons for the denial; (2) specific references to the provisions on which the
denial is based; (3) a description of any additional material or information
necessary for the Claimant to perfect the claim, together with an explanation of
why the material or information is necessary; and (4) an explanation of the
procedures for appealing denied claims and the time limits applicable to such
procedures, including a statement of the Claimant’s right to proceed to
arbitration following a denial on review of the claim, as described below. Any
electronic notice will comply with the regulations of the U.S. Department of
Labor. If the Claimant can establish that the claims official has failed to
respond to the claim in a timely manner, the Claimant may treat the claim as
having been denied by the claims official. 

    
Appeals of Denied Claims 

    
Each Claimant shall have the opportunity to appeal the claims official’s
denial of a claim in writing to an appeals official appointed by the Plan
Administrator (which may be a person, committee, or other entity). A Claimant
must appeal a denied claim within 60 days after receipt of written notice of
denial of the claim, or within 60 days after it was due if the Claimant did not
receive it by its due date. The Claimant (or the Claimant’s duly authorized
representative) shall be provided upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to the Claimant’s claim. The appeals official shall take into account during its
review all comments, documents, records and other information submitted by the
Clamant (or the Claimant’s duly authorized representative) relating to the
claim, without regard to whether such information was submitted or considered in
the initial benefits review. Any claims that the Claimant does not pursue in
good faith through the appeals stage, such as by failing to file a timely appeal
request, shall be treated as having been irrevocably waived. 

1







     Appeals
Decisions 

    
The decision by the appeals official shall be made not later than 60 days
after the written appeal is received by the Plan Administrator. However, if the
appeals official determines that an extension of time is necessary, the appeals
official may extend the determination period for up to an additional 60 days by
giving the Claimant written notice prior to the termination of the initial 60
day period. The extension notice will indicate the special circumstances
requiring the extension of time and the date by which the appeals official
expects to render a decision on the appeal. The appeals official shall provide
the Claimant with written or electronic notice of the appeal decision, setting
forth, in a manner calculated to be understood by the Claimant: (1) the specific
reason or reasons for the denial; (2) specific references to the provisions on
which the denial is based; (3) a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to, and copies of,
all documents, records and other information relevant to the Claimant’s claim;
and (4) a statement of the Claimant’s right to proceed to arbitration, as
described below. Any electronic notice will comply with the regulations of the
U.S. Department of Labor. If a Claimant does not receive the appeal decision by
the date it is due, the Claimant may deem the appeal to have been denied.


    
Procedures 

    
The Plan Administrator shall adopt procedures by which initial claims
shall be considered and appeals shall be resolved; different procedures may be
established for different claims. All procedures shall be designed to afford a
Claimant full and fair consideration of his or her claim and shall be consistent
with the Plan and with ERISA. 

    
Arbitration of Rejected Appeals 

    
If a Claimant has pursued a claim through the appeal stage of these
claims procedures and has been notified that the Claimant’s appeal has been
denied (or the Claimant does not receive an appeal decision by the date due),
the Claimant may contest the actual or deemed denial of that claim through
arbitration, as described below. Except as set forth in Appendix B, in no event
shall any denied claim be subject to resolution by any means (such as in a court
of law) other than arbitration in accordance with the following provisions.


2. Arbitration Procedure


    
Request for Arbitration 

    
A Claimant must submit a request for arbitration to the Plan
Administrator within 60 days after receipt of the written denial of an appeal
(or within 60 days after he or she should have received the determination). The
Claimant or the Plan Administrator may bring an action in any court of
appropriate jurisdiction to compel arbitration in accordance with these
procedures. 

    
Applicable Arbitration Rules 

    
If the Claimant has entered into a valid arbitration agreement with the
Company, the arbitration shall be conducted in accordance with that agreement.
If not, the rules set forth in the balance of this Appendix shall apply: The
arbitration shall be held under the auspices of the Judicial Arbitration and
Mediation Service (JAMS), whichever is chosen by the party who did not initiate
the arbitration. Except as provided below, the arbitration shall be in
accordance with JAMS’s then-current employment dispute resolution rules. The
Arbitrator shall apply the Federal Rules of
Evidence and shall have the authority to entertain a motion to dismiss or a
motion for summary judgment by any party and shall apply the standards governing
such motions under the Federal Rules of Civil Procedure. The Federal Arbitration
Act shall govern all arbitrations that take place under these Detailed Claims
and Arbitration Procedures (or that are required to take place under them), and
shall govern the interpretation or enforcement of these Procedures or any
arbitration award. To the extent that the Federal Arbitration Act is
inapplicable, California law pertaining to arbitration agreements shall apply.


2







     Arbitrator

    
The Arbitrator shall be an attorney familiar with employee benefit
matters who is licensed to practice law in the state in which the arbitration is
convened. The Arbitrator shall be selected in the following manner from a list
of 11 arbitrators drawn by the sponsoring organization under whose auspices the
arbitration is being conducted and taken from its panel of labor and employment
arbitrators. Each party shall designate all arbitrators on the list whom they
find acceptable; the parties shall then alternately strike arbitrators from the
list of arbitrators acceptable to both parties, with the party who did not
initiate the arbitration striking first. If only one arbitrator is acceptable to
both parties, he or she will be the Arbitrator. If none of the arbitrators is
acceptable to both parties, a new panel of arbitrators shall be obtained from
the sponsoring organization and the selection process shall be repeated.


    
Location 

    
The arbitration will take place in or near the city in which the Claimant
is or was last employed by the Company or in which the Plan is principally
administered, whichever is specified by the Plan Administrator, or in such other
location as may be acceptable to both the Claimant and the Plan Administrator.


    
Authority of Arbitrator 

    
The Arbitrator shall have the authority to resolve any factual or legal
claim relating to the Plan or relating to the interpretation, applicability, or
enforceability of these arbitration procedures, including, but not limited to,
any claim that these procedures are void or voidable. The Arbitrator may grant a
Claimant’s claim only if the Arbitrator determines that it is justified because:
(1) the appeals official erred on an issue of law; or (2) the appeals official’s
findings of fact, if applicable, were not supported by substantial evidence. The
arbitration shall be final and binding on all parties. 

    
Limitation on Scope of Arbitration 

    
The Claimant may not present any evidence, facts, arguments, or theories
at the arbitration that the Claimant did not pursue in his or her appeal, except
in response to new evidence, facts, arguments, or theories presented on behalf
of the other parties to the arbitration. However, an arbitrator may permit a
Claimant to present additional evidence or theories if the Arbitrator determines
that the Claimant was precluded from presenting them during the claim and appeal
procedures due to procedural errors of the Plan Administrator or its delegates.


    
Administrative Record 

    
The Plan Administrator shall submit to the Arbitrator a certified copy of
the record on which the appeals official’s decision was made. 

3 







     Experts,
Depositions, and Discovery 

    
Except as otherwise permitted by the Arbitrator on a showing of
substantial need, either party may: (1) designate one expert witness; (2) take
the deposition of one individual and the other party’s expert witness; (3)
propound requests for production of documents; and (4) subpoena witnesses and
documents relating to the discovery permitted in this paragraph. 

    
Pre-Hearing Procedures 

    
At least 30 days before the arbitration hearing, the parties must
exchange lists of witnesses, including any expert witnesses, and copies of all
exhibits intended to be used at the hearing. The Arbitrator shall have
jurisdiction to hear and rule on pre-hearing disputes and is authorized to hold
pre-hearing conferences by telephone or in person, as the Arbitrator deems
necessary. 

    
Transcripts 

    
Either party may arrange for a court reporter to provide a stenographic
record of the proceedings at the party’s own cost. 

    
Post-Hearing Procedures 

    
Either party, on request at the close of the hearing, may be given leave
to file a post-hearing brief within the time limits established by the
Arbitrator. 

    
Costs and Attorneys’ Fees 

    
The Claimant and the Company shall equally share the fees and costs of
the Arbitrator, except that the Claimant shall not be required to pay any of the
Arbitrator’s fees and costs if such a requirement would make mandatory
arbitration under these procedures unenforceable. On a showing of material
hardship, the Company, in its discretion, may advance all or part of the
Claimant’s share of the fees and costs, in which case the Claimant shall
reimburse the Company out of the proceeds of the arbitration award, if any, that
the Claimant receives. Each party shall pay its own costs and attorneys’ fees,
except as required by applicable law. 

    
Procedure for Collecting Costs From Claimant 

    
Before the arbitration commences, the Claimant must deposit with the Plan
Administrator his or her share of the anticipated fees and costs of the
Arbitrator, as reasonably determined by the Plan Administrator. At least 2 weeks
before delivering his or her decision, the Arbitrator shall send his or her
final bill for fees and costs to the Plan Administrator for payment. The Plan
Administrator shall apply the amount deposited by the Claimant to pay the
Claimant’s share of the Arbitrator’s fees and costs and return any surplus
deposit. If the Claimant’s deposit is insufficient, the Claimant will be billed
for any remaining amount due. Failure to pay any amount within 10 days after it
is billed shall constitute the Claimant’s irrevocable election to withdraw his
or her arbitration request and abandon his or her claim. 


4







    
Arbitration Award 

    
The Arbitrator shall render an award and opinion in the form typically
rendered in labor arbitrations. Within 20 days after issuance of the
Arbitrator’s award and opinion, either party may
file with the Arbitrator a motion to reconsider, which shall be accompanied by a
supporting brief. If such a motion is filed, the other party shall have 20 days
from the date of the motion to respond, after which the Arbitrator shall
reconsider the issues raised by the motion and either promptly confirm or
promptly change his or her decision. The decision shall then be final and
conclusive on the parties. Arbitrator fees and other costs of a motion for
reconsideration shall be borne by the losing party, unless the Arbitrator orders
otherwise. Either party may bring an action in any court of appropriate
jurisdiction to enforce an arbitration award. A party opposing enforcement of an
arbitration award may not do so in an enforcement proceeding, but must bring a
separate action in a court of competent jurisdiction to set aside the award. In
any such action, the standard of review shall be the same as that applied by an
appellate court reviewing the decision of a trial court in a nonjury trial.


     Severability 

    
The invalidity or unenforceability of any part of these arbitration
procedures shall not affect the validity of the rest of the procedures.


5







APPENDIX B 

ADDITIONAL INFORMATION


RIGHTS UNDER ERISA 

As a participant in the Plan, you are
entitled to certain rights and protections under ERISA. ERISA provides that all
Plan participants will be entitled to: 

Receive Information About Your Plan
and Benefits 

     1. Examine,
without charge, at the Plan Administrator’s office and at certain Company offices, all documents governing the Plan and a copy
of the latest annual report (Form 5500 Series), if applicable, filed by the Plan
with the U.S. Department of Labor and available at the Public Disclosure Room of
the Employee Benefits Security Administration. 

    
2. Obtain, upon written request to the Plan Administrator, copies of
documents governing the operation of the Plan and copies of the latest annual
report (Form 5500 Series), if applicable, and updated summary plan description.
The Plan Administrator may make a reasonable charge for the copies. 

    
3. Receive a summary of the Plan’s annual financial report, if any. The
Plan Administrator is required by law to furnish
each participant with a copy of this summary annual report. 

Prudent Actions by Plan Fiduciaries


    
In addition to creating rights for Plan participants, ERISA imposes
duties upon the people who are responsible for the operation of the employee
benefit plan. The people who operate the Plan, called “fiduciaries” of the Plan,
have a duty to do so prudently and in the interest of you and other Plan
participants and beneficiaries. No one, including the Company, your union, or
any other person, may fire you or otherwise discriminate against you in any way
to prevent you from obtaining a Plan benefit or exercising your rights under
ERISA. 

Enforce Your Rights 

    
If your claim for a Plan benefit is denied or ignored, in whole or in
part, you have a right to know why this was done, to obtain copies of documents
relating to the decision without charge, and to appeal any denial, all within
certain time schedules. 

    
Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request a copy of Plan documents or the latest annual
report from the Plan, if applicable, and do not receive them within 30 days, you
may file suit in a Federal court. In such a case, the court may require the Plan
Administrator to provide the materials and pay you up to $110 a day until you
receive the materials, unless the materials were not sent because of reasons
beyond the control of the Plan Administrator. If you have a claim for
benefits, which is denied or ignored, in whole or in part, you may proceed to
arbitration, as set forth in Appendix A. If you are discriminated against for
asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a Federal court. The court will decide who should
pay court costs and legal fees. If you are successful, the court may order the
person you have sued to pay these costs and fees.
If you lose, the court may order you to pay these costs and fees, for example,
if it finds your claim is frivolous. 

1







Assistance with Your Questions


     If you have
any questions about the Plan, you should contact the Plan Administrator. If
you have any questions about this statement or about your rights under ERISA,
or if you need assistance in obtaining documents from the Plan Administrator,
you should contact the nearest office of the Employee Benefits Security
Administration, U. S. Department of Labor, listed in your telephone directory or
the Division of Technical Assistance and Inquiries, Employee Benefits Security
Administration, U. S. Department of Labor, 200 Constitution Avenue N. W.,
Washington, D. C. 20210. You may also obtain certain publications about your
rights and responsibilities under ERISA by calling the publications hotline of
the Employee Benefits Security Administration. 

ADMINISTRATIVE
INFORMATION

	Name of Plan:	Amended and Restated Geron Corporation
      Severance Plan
		 
	Plan Administrator:	Compensation Committee of the Board of
      Directors
		Geron Corporation
		149 Commonwealth Drive
		Menlo Park, CA 94025 USA
	 	Tel: 650-473-7700
		Fax: 650-473-7750
		 
	Type of Administration:	Self-Administered
		 
	Type of Plan:	Severance Pay Employee Welfare Benefit
      Plan
		 
	Employer Identification
      Number:              	75-2287752
		 
	Direct Questions Regarding the	Compensation Committee of the Board of
      Directors
	Plan to:	Geron Corporation
		149 Commonwealth Drive
		Menlo Park, CA 94025 USA
		Tel: 650-473-7700
		Fax: 650-473-7750
		 
	Agent for Service of Legal	Corporate Secretary
	Process:	Geron Corporation
		149 Commonwealth Drive
		Menlo Park, CA 94025 USA
		Tel: 650-473-7700
		Fax: 650-473-7750
		Service of Legal Process may also be made
      upon the Plan
		Administrator
		 
	Plan Year:	Calendar Year
		The date of the end of the year for purposes
      of maintaining
		the Plan’s fiscal records is December
      31.
		 
	Plan Number:	510



2