EXHIBIT 10.1 

GERON CORPORATION

2006 DIRECTORS’ STOCK OPTION PLAN

(As Amended and Restated Effective May 29, 2009) 

1. Purposes of the
Plan. 

     The
purposes of this Directors’ Stock Option Plan are to attract and retain the best
available personnel for service as Directors of the Company, to provide
additional incentive to the Outside Directors of the Company to serve as
Directors, and to encourage their continued service on the Board. 

     All
options granted hereunder shall be “nonqualified stock options”. Awards of
Restricted Stock and Restricted Stock Units may also be granted under this Plan.


2. Definitions. 

     As used herein, the following
definitions shall apply: 

	      	(a)	      	“Award” shall mean an
      Option, a Restricted Stock award or a Restricted Stock Unit award granted
      to an Outside Director pursuant to the Plan.
		 
		(b)		“Award Agreement”
      shall mean any written agreement, contract or other instrument or document
      evidencing an Award, including through electronic medium.
		 
		(c)		“Board” shall mean the
      Board of Directors of the Company.
		 
		(d)		“Code” shall mean the
      Internal Revenue Code of 1986, as amended.
		 
		(e)		“Common Stock” shall
      mean the Common Stock of the Company.
		 
		(f)		“Company” shall mean
      Geron Corporation, a Delaware corporation.
		 
		(g)		“Continuous Status as a Director” shall mean the absence of any interruption or
      termination of service as a Director.
		 
		(h)		“Director” shall mean
      a member of the Board.
		 
		(i)		“Employee” shall mean
      any person, including officers and directors, employed by the Company or
      any Parent or Subsidiary of the Company. The payment of a director’s fee
      by the Company shall not be sufficient in and of itself to constitute
      “employment” by the Company.
		 
		(j)		“Exchange Act” shall
      mean the Securities Exchange Act of 1934, as amended.
		 






	      	(k)	      	“Option” shall mean a
      stock option granted pursuant to the Plan. All Options shall be
      nonqualified stock options (i.e., options that are not intended to qualify
      as incentive stock options under Section 422 of the Code).
		 
		(l)		“Outside Director”
      shall mean a Director who is not an Employee.
		 
		(m)		“Parent” shall mean a
      “parent corporation”, whether now or hereafter existing, as defined in
      Section 424(e) of the Code.
		 
		(n)		“Participant” shall
      mean an Outside Director who receives an Award.
		 
		(o)		“Plan” shall mean this
      2006 Directors’ Stock Option Plan, as it may be amended from time to
      time.
		 
		(p)		“Restricted Stock”
      shall mean an Award of Shares granted to an Outside Director pursuant to
      Section 5 or Section 11.
		 
		(q)		“Restricted Stock Unit” shall mean an Award granted pursuant to Section 12.
		 
		(r)		“Share” shall mean a
      share of the Common Stock, as adjusted in accordance with Section 14 of
      the Plan.
		 
		(s)		“Subsidiary” shall
      mean a “subsidiary corporation”, whether now or hereafter existing, as
      defined in Section 424(f) of the Code.


3. Stock Subject to the
Plan. 

     Subject
to the provisions of Section 14 of the Plan, the maximum aggregate number of
Shares which may be issued pursuant to Awards granted under the Plan is
2,500,000 Shares (the “Pool”) of Common Stock. The Shares may be authorized, but
unissued, or reacquired Common Stock. 

     To the
extent that an Award terminates, expires, or lapses for any reason, any Shares
subject to the Award shall again be available for the grant of an Award pursuant
to the Plan. If Shares which were acquired upon exercise of an Option are
subsequently repurchased by the Company, such Shares shall not in any event be
returned to the Plan and shall not become available for future grant under the
Plan. However, if unvested Shares of Restricted Stock are repurchased by the
Company at their original purchase price or forfeited back to the Company for no
consideration, such Shares shall become available for future grant under the
Plan.

4. Administration of and
Grants of Awards under the Plan.


	      	(a)	      	Administrator. Except as
      otherwise required herein, the Plan shall be administered by the
      Board.
		 
		(b)		Procedure for
      Grants. All grants of Options and
      Restricted Stock pursuant to Section 5 shall be automatic and
      non-discretionary and shall be made strictly in accordance with the provisions set forth in Section 5. In addition,
      the Board may make discretionary grants of Options, Restricted Stock or
      Restricted Stock Units. 


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	      	(c)	      	Powers of the
      Board. Subject to the provisions and
      restrictions of the Plan, the Board shall have the authority, in its
      discretion: (i) to determine, upon review of relevant information and in
      accordance with Section 9(b) of the Plan, the fair market value of the
      Common Stock; (ii) to determine the exercise price per share of Options to
      be granted, which exercise price shall be determined in accordance with
      Section 9(a) of the Plan; (iii) to interpret the Plan; (iv) to prescribe,
      amend and rescind rules and regulations relating to the Plan; (v) to
      authorize any person to execute on behalf of the Company any instrument
      required to effectuate the grant of an Award previously granted hereunder;
      (vi) to make discretionary grants of Options, Restricted Stock and
      Restricted Stock Units and to determine the terms and conditions of such
      Awards, and (vii) to make all other determinations deemed necessary or
      advisable for the administration of the Plan.
		 
		(d)		Effect of Board’s
      Decision. All decisions, determinations
      and interpretations of the Board shall be final and binding on all
      Participants and any other holders of any Awards granted under the
      Plan.
		 
		(e)		Suspension or Termination of
      Option. If the President or his or her
      designee reasonably believes that a Participant has committed an act of
      misconduct, the President may suspend the Participant’s right to exercise
      any Option pending a determination by the Board (excluding the Outside
      Director accused of such misconduct). If the Board (excluding the Outside
      Director accused of such misconduct) determines a Participant has
      committed an act of embezzlement, fraud, dishonesty, nonpayment of an
      obligation owed to the Company, breach of fiduciary duty or deliberate
      disregard of the Company rules resulting in loss, damage or injury to the
      Company, or if a Participant makes an unauthorized disclosure of any
      Company trade secret or confidential information, engages in any conduct
      constituting unfair competition, induces any Company customer to breach a
      contract with the Company or induces any principal for whom the Company
      acts as agent to terminate such agency relationship, neither the
      Participant nor his or her estate shall be entitled to exercise any Option
      whatsoever. In making such determination, the Board (excluding the Outside
      Director accused of such misconduct) shall act fairly and shall give the
      Participant an opportunity to appear and present evidence on Participant’s
      behalf at a hearing before the Board or a committee of the
  Board.


5. Automatic Grant
Program. 

	      	(a)	      	
      General.
      No person shall have any discretion to select which Outside Directors
      shall be granted Awards or to determine the number of Shares to be covered
      by Awards granted to Outside Directors pursuant to this Section 5. Subject
      to the limitations set forth in Section 5(g), Outside Directors shall
      receive automatic grants of Awards pursuant to this Section 5 for the
      number of Shares set forth below.



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	      	(b)	      	First
      Option. Each Outside Director shall be
      automatically granted an Option to purchase 45,000 Shares (the “First
      Option”) on the date on which such person first becomes an Outside
      Director, whether through election by the stockholders of the Company or
      appointment by the Board to fill a vacancy.
		 
		(c)		Subsequent Option and Stock Award. Each Outside Director, other than the Chairman of the Board or an
      Outside Director whose First Option is being granted on the date of the
      Annual Meeting of the Company’s stockholders, shall be automatically
      granted (i) an Option to purchase 10,000 Shares (a “Subsequent Option”),
      and (ii) a Restricted Stock award of 5,000 Shares (a “Subsequent Stock
      Award”) on the date of the Annual Meeting of the Company’s stockholders in
      each year of his service. The Subsequent Option granted to the Chairman of
      the Board under this Section 5(c) shall be an Option to purchase 20,000
      Shares, and the Subsequent Stock Award granted to the Chairman of the
      Board under this Section 5(c) shall be for 10,000 Shares.
		 
		(d)		First
      Committee Service Option. Each Outside
      Director who is appointed to serve on the Audit Committee, the
      Compensation Committee, Nominating Committee or another standing committee
      of the Board designated by the Board as qualifying for such grant, shall
      each be automatically granted an Option to purchase 2,500 Shares (a “First
      Committee Service Option”) on the date on which such person first is
      appointed to serve on such standing committee.
		 
		(e)		Subsequent Committee Service Option and Stock Award. On the date of the Annual Meeting of the Company’s
      stockholders, each Outside Director, other than the Chairman of the Audit
      Committee, Compensation Committee, Nominating Committee or another so
      designated standing committee of the Board or an Outside Director whose
      First Committee Service Option is being granted on the date of the Annual
      Meeting of the Company’s stockholders, who continues to serve on the Audit
      Committee, the Compensation Committee, Nominating Committee or another so
      designated standing committee of the Board, shall be automatically granted
      (i) an Option to purchase 1,250 Shares (a “Subsequent Committee Service
      Option”), and (ii) an Award of 625 Shares of Restricted Stock (a
      “Subsequent Committee Service Stock Award”).
		 
		(f)		Committee
      Chair Service Option and Stock Award.
      On the date of the Annual Meeting of the Company’s stockholders, each
      Outside Director who serves as a Chairman of the Audit Committee,
      Compensation Committee or Nominating Committee or another standing
      committee of the Board designated by the Board as qualifying for such
      grant, shall be automatically granted an Option to purchase Shares (a
      “Committee Chair Service Option”), and an Award of Restricted Stock (a
      “Committee Chair Service Stock Award”), for the number of Shares set forth
      below.
		 
		 		(i)	      	The Committee Chair
      Service Option granted to the Audit Committee Chairman shall be an Option
      to purchase 5,000 Shares, and the Committee Chair Service Option granted
      to each of the Chairmen of the other eligible Board committees (including the Compensation Committee Chairman and
      Nominating Committee Chairman) shall be an Option to purchase 2,500
      Shares.


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	      	(ii)	      	The number of Shares
      subject to the Committee Chair Service Stock Award granted to the Audit
      Committee Chairman shall be 2,500 Shares, and the number of Shares subject
      to the Committee Chair Service Stock Award granted to each of the Chairmen
      of the other eligible Board committees (including the Compensation
      Committee Chairman and Nominating Committee Chairman) shall be 1,250
      Shares.


(g)
Limitations.

	      	(i)	      	Notwithstanding the provisions of subsections 5(b), (c), (d), (e)
      and (f) hereof, in the event that a grant would cause the number of Shares
      subject to outstanding Awards plus the number of Shares previously issued
      pursuant to Awards to exceed the Pool, then each such automatic grant
      shall be for that number of Shares determined by dividing the total number
      of Shares remaining available for grant by the number of Outside Directors
      receiving an Award on such date on the automatic grant date. Any further
      grants shall then be deferred until such time, if any, as additional
      Shares become available for grant under the Plan through action of the
      stockholders to increase the number of Shares which may be issued under
      the Plan or through cancellation or expiration of Awards previously
      granted hereunder.
		 
		(ii)		The terms of
      each Option granted under this Section 5 shall be as follows:
		 
		 		(1)	      	the Option shall be
      exercisable only while the Outside Director remains a Director of the
      Company, except as set forth in Section 10 hereof.
		 
		 		(2)		the exercise price per
      Share shall be 100% of the fair market value per Share on the date of
      grant of the Option, determined in accordance with Section 9
    hereof.
		 
		 		(3)		the First Option shall
      become exercisable in installments cumulatively as to 33 1/3% of the
      Shares subject to the First Option on each of the first, second and third
      anniversaries of the date of grant of the First Option; shares subject to
      a (A) Subsequent Option, (B) First Committee Service Option, (C)
      Subsequent Committee Service Option, or (D) Committee Chair Service
      Option, shall be exercisable as to one hundred percent (100%) of the
      Shares subject to the Option on the date of grant of such Option.
      Notwithstanding the foregoing, exercise of an Option is subject to
      limitation as provided in Section 4(e) above.


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	      	(iii)	      	Shares subject to Awards of
      Restricted Stock granted pursuant to Sections 5(c), 5(e) and 5(f) shall
      vest in equal annual installments on each of the first four anniversaries
      of the date of grant, provided that the Outside Director continues to
      serve as a Director on the applicable date. Notwithstanding the foregoing,
      in the event that an Outside Director is unable to continue his or her
      service as a Director as a result of his or her total and permanent
      disability (as defined in Section 22(e)(3) of the Code) or death, all
      shares subject to Awards of Restricted Stock granted to such Outside
      Director pursuant to Sections 5(c), 5(e) or 5(f) shall vest in full as of
      the date of his or her termination of service due to such total and
      permanent disability or death. No payment shall be required from the
      Outside Director in order to receive a Subsequent Stock Award, a
      Subsequent Committee Service Stock Award or a Committee Chair Service
      Stock Award. Upon the termination of a Participant’s Continuous Status as
      a Director for any reason, any unvested Shares acquired pursuant to an
      Award of Restricted Stock granted pursuant to Section 5(c), 5(e) or 5(f)
      as of the date of such termination shall be forfeited to the Company
      without the payment of any consideration by the Company. Awards of
      Restricted Stock granted pursuant to Sections 5(c), 5(e) and 5(f) shall be
      evidenced by an Award Agreement containing such terms deemed necessary or
      desirable by the Board that are not inconsistent with the Plan or any
      applicable law.


6. Eligibility. 

     Awards
may be granted only to Outside Directors. All Awards described in Section 5
shall be automatically granted in accordance with the terms set forth in Section
5. In addition, the Board may make discretionary grants of Options, Restricted
Stock and/or Restricted Stock Units to Outside Directors. An Outside Director
who has been granted an Award may, if he or she is otherwise eligible, be
granted an additional Award or Awards in accordance with such provisions.


     The Plan
(as well as any Award granted hereunder) shall not confer upon any Participant
any right with respect to continuation of service as a Director or nomination to
serve as a Director, nor shall it interfere in any way with any rights which the
Director or the Company may have to terminate his or her directorship at any
time. 

7. Term of Plan;
Effective Date. 

     The Plan
shall become effective upon its initial adoption by the Board and shall continue
in effect until it is terminated under Section 16 of the Plan. No Awards may be
issued under the Plan after the tenth (10th) anniversary of the earlier of (a)
the date upon which the Plan is adopted by the Board or (b) the date the Plan is
approved by the stockholders. 

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8. Term of
Options. 

     The term
of each Option granted pursuant to Section 5 shall be ten (10) years from the
date of grant thereof. The term of each discretionary Option granted pursuant to
the Plan shall have a term specified by the Board at the time of grant, which
term shall not exceed ten (10) years from the date of grant thereof. 

9. Exercise Price and
Consideration. 

	      	(a)	      	Exercise Price. The per Share exercise price for the Shares to be
      issued pursuant to exercise of an Option shall be 100% of the fair market
      value per Share on the date of grant of the Option.
		 
		(b)		Fair Market
      Value. The fair market value shall be
      determined by the Board; provided, however, that where there is a public
      market for the Common Stock, the fair market value per Share shall be the
      mean of the bid and ask prices of the Common Stock in the over-the-counter
      market on the date of grant, or if no closing bid and asked prices were
      reported for such date, the date immediately prior to such date during
      which closing bid and asked prices were quoted for such Common Stock, in
      each case as reported in The Wall Street
      Journal or such other source as the
      Board deems reliable or, in the event the Common Stock is listed on any
      established stock exchange or a national market system, the fair market
      value per Share shall be the closing sales price for a share of such stock
      (or the closing bid, if no sales were reported) as quoted on such exchange
      or system on the date of grant of the Option, or if no bids or sales were
      reported for such date, then the closing sales price (or the closing bid,
      if no sales were reported) on the trading date immediately prior to such
      date during which a bid or sale occurred, in each case, as reported in
      The Wall Street Journal or such other source as the Board deems
    reliable.
		 
		(c)		Form of
      Consideration. The consideration to be
      paid for the Shares to be issued upon exercise of an Option shall consist
      entirely of cash, check, other Shares of Common Stock having a fair market
      value on the date of surrender equal to the aggregate exercise price of
      the Shares as to which said Option shall be exercised (which, if acquired
      from the Company, shall have been held for at least six months to the
      extent such holding period is required in order to avoid a charge to the
      Company’s earnings for financial statement purposes), or any combination
      of such methods of payment and/or any other consideration or method of
      payment as shall be permitted under applicable corporate
  law.


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10. Exercise of
Option. 

	      	(a)	      	Procedure for
      Exercise; Rights as a Stockholder. Any
      Option granted pursuant to Section 5 shall be exercisable at such times as
      are set forth in Section 5 hereof; provided, however, that no Options
      shall be exercisable prior to stockholder approval of the Plan in
      accordance with Section 20 hereof has been obtained. Each discretionary
      Option granted pursuant to the Plan shall be exercisable at such times
      specified by the Board at the time of grant,


     An Option may not be exercised for a
fraction of a Share. 

     An Option
shall be deemed to be exercised when written notice of such exercise has been
given to the Company in accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the Shares with respect to
which the Option is exercised has been received by the Company. Full payment may
consist of any consideration and method of payment allowable under Section 9(c).
Until the issuance (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company) of the stock
certificate evidencing such Shares, no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Shares acquired
upon exercise of an Option, notwithstanding the exercise of the Option. A share
certificate for the number of Shares so acquired shall be issued to the
Participant as soon as practicable after exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to
the date the stock certificate is issued, except as provided in Section 14.


     Exercise
of an Option in any manner shall result in a decrease in the number of Shares
which thereafter may be available, both for purposes of the Plan and for sale
under the Option, by the number of Shares as to which the Option is exercised.
The post-termination exercise provisions set forth in sections 10(b), 10(c) and
10(d) shall apply to Options automatically granted pursuant to Section 5, and,
to the extent provided by the Board at the time of grant, to Options granted by
the Board pursuant to its discretionary authority. However, Options granted by
the Board pursuant to its discretionary authority may contain post-termination
exercise provisions which differ from those set forth below.

	      	(b)	      	Termination of
      Status as a Director. If an Outside
      Director ceases to serve as a Director, he or she may, but only within
      ninety (90) days after the date he or she ceases to be a Director of the
      Company, exercise his or her Option to the extent that he or she was
      entitled to exercise it at the date of such termination. Notwithstanding
      the foregoing, in no event may the Option be exercised after its term set
      forth in Section 8 has expired. To the extent that such Outside Director
      was not entitled to exercise an Option at the date of such termination, or
      does not exercise such Option (which he or she was entitled to exercise)
      within the time specified herein, the Option shall terminate.
		 
		(c)		Disability of
      Participant. Notwithstanding Section
      10(b) above, in the event a Director is unable to continue his or her
      service as a Director of the Company as a result of his or her total and
      permanent disability (as defined in Section 22(e)(3) of the Code), he or
      she may, but only within twenty-four (24) months from the date of such
      termination, exercise his or her Option to the extent of the right to
      exercise that would have accrued had the Participant remained in
      Continuous Status as Director for thirty-six (36) months (or such lesser
      period of time as is determined by the Board) after the date of such
      termination. Notwithstanding the foregoing, in no event may the Option be
      exercised after its term set forth in Section 8 has expired. To the extent
      that he or she does not exercise such Option (which he or she was entitled
      to exercise) within the time specified herein, the Option shall
      terminate.


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	      	(d)	      	Death of
      Participant. In the event of the death
      of a Participant:
		 
		 		(i)	      	During the term of the
      Option, if the Participant is, at the time of his or her death, a Director
      of the Company and has been in Continuous Status as a Director since the
      date of grant of the Option, the Option may be exercised, at any time
      within twenty-four (24) months following the date of death, by the
      Participant’s estate or by a person who acquired the right to exercise the
      Option by bequest or inheritance, but only to the extent of the right to
      exercise that would have accrued had the Participant continued living and
      remained in Continuous Status as Director for thirty-six (36) months (or
      such lesser period of time as is determined by the Board) after the date
      of death. Notwithstanding the foregoing, in no event may the Option be
      exercised after its term set forth in Section 8 has expired.
		 
		 		(ii)		Within three (3)
      months after the termination of Continuous Status as a Director, the
      Option may be exercised, at any time within six (6) months following the
      date of death, by the Participant’s estate or by a person who acquired the
      right to exercise the Option by bequest or inheritance, but only to the
      extent of the right to exercise that had accrued at the date of
      termination. Notwithstanding the foregoing, in no event may the option be
      exercised after its term set forth in Section 8 has
  expired.


11. Restricted
Stock. 

	      	(a)	      	General. In addition to the
      Awards of Restricted Stock which are automatically granted pursuant to
      Sections 5(c), 5(e) and 5(f) above, Restricted Stock may be issued to an
      Outside Director at the discretion of the Board, in accordance with this
      Section 11. The Board shall specify the terms, conditions and restrictions
      related to the Restricted Stock, including the number of Shares and the
      vesting restrictions (if any) applicable to the Shares. The Board shall
      also establish the purchase price, if any, and form of payment for the
      Restricted Stock; provided, however, that if a purchase price is charged,
      such purchase price shall be no less than the par value of the Shares to
      be purchased, unless otherwise permitted by applicable state law. In all
      cases, legal consideration shall be required for each issuance of
      Restricted Stock.
		 
		(b)		Repurchase or
      Forfeiture. Unless the Board determines
      otherwise, the Award Agreement evidencing a Restricted Stock Award granted
      under Section 11 shall grant the Company, upon the termination of the
      Participant’s Continuous Status as a Director for any reason, the
      forfeiture of unvested Shares acquired pursuant to an Award of Restricted
      Stock (or the right to repurchase such Shares at the Outside Director’s
      original purchase price if the Outside Director paid a price to acquire
      such Shares).


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	      	(c)	      	Other
      Provisions. Restricted Stock shall be
      evidenced by an Award Agreement which shall contain such other terms,
      provisions and conditions not inconsistent with the Plan as may be
      determined by the Board in its sole discretion.
		 
		(d)		Rights as a
      Stockholder. Upon the issuance of the
      Restricted Stock, the Participant shall have rights equivalent to those of
      a stockholder and shall be a stockholder when his or her issuance or
      purchase is entered upon the records of the duly authorized transfer agent
      of the Company. No adjustment shall be made for a dividend or other right
      for which the record date is prior to the date of the Restricted Stock
      issuance, except as provided in Section 14 of the Plan.
		 
		(e)		Certificates for
      Restricted Stock. Restricted Stock
      granted pursuant to the Plan may be evidenced in such manner as the Board
      shall determine. Certificates or book entries evidencing shares of
      Restricted Stock must include an appropriate legend referring to the
      terms, conditions, and restrictions applicable to such Restricted Stock,
      and the Company may, in it sole discretion, retain physical possession of
      any stock certificate until such time as all applicable restrictions
      lapse.
		 
		(f)		Section 83(b)
      Election. If a Participant makes an
      election under Section 83(b) of the Code to be taxed with respect to the
      Restricted Stock as of the date of transfer of the Restricted Stock rather
      than as of the date or dates upon which the Participant would otherwise be
      taxable under Section 83(a) of the Code, the Participant shall be required
      to deliver a copy of such election to the Company promptly after filing
      such election with the Internal Revenue
Service.


12. Restricted Stock
Units. 

	      	(a)	      	General. An Outside Director
      selected by the Board may be granted an award of Restricted Stock Units in
      the manner determined from time to time by the Board. The number and terms
      and conditions of Restricted Stock Units shall be determined by the
      Board.
		 
		(b)		Vesting and
      Distribution. The Board shall specify
      the date or dates on which the Restricted Stock Units shall become fully
      vested and nonforfeitable, and may specify such vesting conditions as it
      deems appropriate, including continued service as a Director or conditions
      based on one or more performance criteria. The Board shall specify, or
      permit the Participant to elect, the conditions and dates upon which the
      Shares underlying the Restricted Stock Units shall be issued, which dates
      shall not be earlier than the date as of which the Restricted Stock Units
      vest and become nonforfeitable and which conditions and dates shall be
      subject to compliance with Section 409A of the Code. Restricted Stock
      Units may be paid in cash, Shares, or both, as determined by the Board. On
      the distribution dates, the Company shall issue to the Participant one
      unrestricted, fully transferable Share (or the fair market value of one
      such Share in cash) for each vested and nonforfeitable Restricted Stock
      Unit.


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	      	(c)	      	Rights as a
      Stockholder. Unless otherwise provided
      by the Board, a Participant awarded Restricted Stock Units shall have no
      rights as a Company stockholder with respect to such Restricted Stock
      Units until such time as the Restricted Stock Units have vested and the
      Common Stock underlying the Restricted Stock Units has been
    issued.
		 
		(d)		Other Terms. All Restricted Stock Units shall be subject to such
      additional terms and conditions as determined by the Board and shall be
      evidenced by a written Award Agreement.


13. Nontransferability of
Awards. 

     An Award
may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in
any manner other than by will or by the laws of descent or distribution or
pursuant to a qualified domestic relations order (as defined by the Code or the
rules thereunder). The designation of a beneficiary by a Participant does not
constitute a transfer. An exercisable Option may be exercised during the
lifetime of a Participant only by the Participant or a transferee permitted by
this Section. 

14. Adjustments Upon
Changes in Capitalization; Corporate Transactions. 

	      	(a)	      	Adjustment. Subject to any required action by the stockholders of
      the Company, the number of shares of Common Stock covered by each
      outstanding Award, the number of shares of Common Stock which have been
      authorized for issuance under the Plan but as to which no Awards have yet
      been granted or which have been returned to the Plan upon cancellation,
      expiration or lapse of an Award, and the number of shares of Common Stock
      to be granted under the provisions set forth in Section 5 of the Plan, as
      well as the price per share of Common Stock covered by each such
      outstanding Award, shall be proportionately adjusted for any increase or
      decrease in the number of issued shares of Common Stock resulting from a
      stock split, reverse stock split, stock dividend, combination or
      reclassification of the Common Stock, or any other increase or decrease in
      the number of issued shares of Common Stock effected without receipt of
      consideration by the Company; provided, however, that conversion of any
      convertible securities of the Company shall not be deemed to have been
      “effected without receipt of consideration.” Such adjustment shall be made
      by the Board, whose determination in that respect shall be final, binding
      and conclusive. Except as expressly provided herein, no issuance by the
      Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall affect, and no adjustment by reason
      thereof shall be made with respect to, the number or price of shares of
      Common Stock subject to an Award.


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	      	(b)	      	Corporate
      Transactions. In the event of (i) a
      dissolution or liquidation of the Company, (ii) a sale of all or
      substantially all of the Company’s assets, (iii) a merger or consolidation
      in which the Company is not the surviving corporation, or (iv) any other
      capital reorganization in which more than fifty percent (50%) of the
      shares of the Company entitled to vote are exchanged, the Company shall
      give to the Participant, at the time of adoption of the plan for
      liquidation, dissolution, sale, merger, consolidation or reorganization, a
      reasonable time thereafter within which to exercise the Option, including
      Shares as to which the Option would not be otherwise exercisable, prior to
      the effectiveness of such liquidation, dissolution, sale, merger,
      consolidation or reorganization, at the end of which time the Option shall
      terminate, unless the outstanding Option is assumed or an equivalent
      Option substituted by the successor corporation (or a parent or subsidiary
      of the successor corporation) as described below. In addition, except as
      otherwise provided in an Award Agreement, unvested Shares subject to
      Restricted Stock and Restricted Stock Unit Awards shall become fully
      vested immediately prior to the date of such liquidation, dissolution,
      sale, merger, consolidation or reorganization. In connection with such
      transactions, an Award shall terminate upon the consummation of the
      transaction unless the Award is assumed by the successor or survivor
      corporation, or a parent or subsidiary thereof, or shall be substituted
      for by similar awards covering the stock of the successor or survivor
      corporation, or a parent or subsidiary thereof, with appropriate
      adjustments as to the number and kind of shares and
  prices.


15. Time of Granting
Awards. 

     The date
of grant of an Award pursuant to Section 5 shall, for all purposes, be the date
determined in accordance with Section 5 hereof. The date of grant of other
Awards shall be the date on which the Board makes the determination granting
such Award. Notice of the determination shall be given to each Outside Director
to whom an Award is so granted within a reasonable time after the date of such
grant. 

16. Amendment and
Termination of the Plan.


	      	(a)	      	Amendment and
      Termination. The Board may amend or
      terminate the Plan from time to time in such respects as the Board may
      deem advisable; provided that, to the extent necessary and desirable to
      comply with any applicable law or regulation, the Company shall obtain
      approval of the stockholders of the Company of Plan amendments to the
      extent and in the manner required by such law or regulation.
		 
		(b)		Effect of Amendment or
      Termination. Any such amendment or
      termination of the Plan that would impair the rights of any Participant
      shall not affect Awards already granted to such Participant and such
      Awards shall remain in full force and effect as if this Plan had not been
      amended or terminated, unless mutually agreed otherwise between the
      Participant and the Board, which agreement must be in writing and signed
      by the Participant and the Company.


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17. Conditions Upon
Issuance of Shares. 

     Shares
shall not be issued pursuant to an Award unless the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, state securities
laws, and the requirements of any stock exchange upon which the Shares may then
be listed, and shall be further subject to the approval of counsel for the
Company with respect to such compliance. As a condition to the issuance of
Shares pursuant to an Award, the Company may require the person acquiring such
Shares to represent and warrant at the time of any such exercise that the Shares
are being purchased only for investment and without any present intention to
sell or distribute such Shares, if, in the opinion of counsel for the Company,
such a representation is required by any of the aforementioned relevant
provisions of law. 

18. Reservation of
Shares. 

     The
Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained. 

19. Award
Agreement. 

     Awards
shall be evidenced by Award Agreements in such form as the Board shall approve.


20. Stockholder
Approval. 

     The Plan
will be submitted for the approval of the Company’s stockholders within twelve
(12) months after the date of the Board’s initial adoption of the Plan. Awards
may be granted or awarded prior to such stockholder approval, provided that such
Awards shall not be exercisable, shall not vest and the restrictions thereon
shall not lapse prior to the time when the Plan is approved by the stockholders,
and provided further that if such approval has not been obtained at the end of
said twelve-month period, all Awards previously granted or awarded under the
Plan shall thereupon be canceled and become null and void. 

21. Section
409A. 

     To the
extent that the Board determines that any Award granted under the Plan is
subject to Section 409A of the Code, the Award Agreement evidencing such Award
shall incorporate the terms and conditions required by Section 409A of the Code.
To the extent applicable, the Plan and Award Agreements shall be interpreted in
accordance with Section 409A of the Code and Department of Treasury regulations
and other interpretive guidance issued thereunder, including, without
limitation, any such regulations or other applicable guidance that may be
issued. Notwithstanding any provision of the Plan to the contrary, in the event
that the Board determines that any Award may be subject to Section 409A of the
Code and related Department of Treasury guidance, the Board may adopt such
amendments to the Plan and the applicable Award Agreement (with the consent of
the Participant, to the extent required) or adopt other policies and procedures
(including amendments, policies and procedures with retroactive effect), or take
any other actions, that the Board determines are necessary or appropriate to (a)
exempt the Award from Section 409A of the Code and/or preserve the intended tax
treatment of the benefits provided with respect to the Award, or (b) comply with
the requirements of Section 409A of the Code and related Department of Treasury
guidance and thereby avoid the application of any penalty taxes under such
Section. 

* * * * * * * 

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     I hereby
certify that the foregoing Plan was approved by the stockholders of Geron
Corporation on May 29, 2009. 

     Executed at Menlo Park, California
on this 29th day of May 2009. 

		/s/ David L. Greenwood 
	 
		David
      L. Greenwood  
		Secretary  



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