EXHIBIT 10.1

Geron
Corporation

2014 Employee Stock Purchase Plan


Recommended by the Compensation
Committee for Approval by the Board of 
Directors: March 3, 2014


Adopted by the Board of Directors:
March 10, 2014 

Approved by the Stockholders: May
20, 2014 

1. General;
Purpose. 

      
(a) This Plan provides a means by which Eligible Employees of the Company and
certain designated Related Corporations may be given an opportunity to purchase
shares of Common Stock. This Plan permits the Company to grant a series of
Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan.
Defined terms used in this Plan are set forth in Section 16. 

      
(b) The
Company, by means of this Plan, seeks to retain the services of such Employees,
to secure and retain the services of new Employees and to provide incentives for
such persons to exert maximum efforts for the success of the Company and its
Related Corporations. 

2.
Administration.

      
(a) The
Board will administer this Plan unless and until the Board delegates
administration of this Plan to a Committee or Committees, as provided in Section
2(c). 

      
(b) The
Board will have the power, subject to, and within the limitations of, the
express provisions of this Plan: 

             
(i) To
determine how and when Purchase Rights will be granted and the provisions of
each Offering (which need not be identical). 

             
(ii) To
designate from time to time which Related Corporations of the Company will be
eligible to participate in this Plan. 

             
(iii) To construe and interpret this Plan and Purchase Rights, and to
establish, amend and revoke rules and regulations for the administration of this
Plan and Purchase Rights. The Board, in the exercise of this power, may correct
any defect, omission or inconsistency in this Plan, in a manner and to the
extent it deems necessary or expedient to make this Plan fully effective.


             
(iv) To
settle all controversies regarding this Plan and Purchase Rights granted
hereunder. 

             
(v) To
suspend or terminate this Plan at any time as provided in Section 13.


             
(vi) To
amend this Plan at any time as provided in Section 13. 

1 







             
(vii) Generally, to exercise such powers and to perform such acts as it deems
necessary or expedient to promote the best interests of the Company and its
Related Corporations and to carry out the intent that this Plan be treated as an
Employee Stock Purchase Plan. 

             
(viii) To adopt such procedures and sub-plans as are necessary or appropriate to
permit participation in this Plan by Employees who are foreign nationals or
employed outside the United States. 

      
(c) The
Board may delegate some or all of the administration of this Plan to a Committee
or Committees. If administration is delegated to a Committee, the Committee will
have, in connection with the administration of this Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the
power to delegate to a subcommittee any of the administrative powers the
Committee is authorized to exercise (and references in this Plan to the Board
will thereafter be to the Committee or subcommittee), subject, however, to such
resolutions, not inconsistent with the provisions of this Plan, as may be
adopted from time to time by the Board. The Board may retain the authority to
concurrently administer this Plan with the Committee and may, at any time,
revest in the Board some or all of the powers previously delegated. Whether or
not the Board has delegated administration of this Plan to a Committee, the
Board will have the final power to determine all questions of policy and
expediency that may arise in the administration of this Plan. 

      
(d) All
determinations, interpretations and constructions made by the Board in good
faith will not be subject to review by any person and will be final, binding and
conclusive on all persons. 

3. Shares of Common Stock Subject
to this Plan.

      
(a) Subject to the provisions of Section 12(a) relating to Capitalization
Adjustments, the maximum number of shares of Common Stock that may be issued
under this Plan will not exceed 1,000,000 shares of Common Stock. 

      
(b) If
any Purchase Right granted under this Plan terminates without having been
exercised in full, the shares of Common Stock not purchased under such Purchase
Right will again become available for issuance under this Plan.

      
(c) The
stock purchasable under this Plan will be shares of authorized but unissued or
reacquired Common Stock, including shares repurchased by the Company on the open
market.

4. Grant of Purchase Rights;
Offering.

      
(a) The
Board may from time to time grant or provide for the grant of Purchase Rights to
Eligible Employees under an Offering (consisting of one or more Purchase
Periods) on an Offering Date or Offering Dates selected by the Board. Each
Offering will be in such form and will contain such terms and conditions as the
Board will deem appropriate and will comply with the requirement of Section
423(b)(5) of the Code that all Employees granted Purchase Rights will have the
same rights and privileges. The terms and conditions of an Offering will be
incorporated by reference into this Plan and treated as part of this Plan. The
provisions of separate Offerings need not be identical, but each Offering will
include (through incorporation of the provisions of this Plan by reference in
the document comprising the Offering or otherwise) the period during which the
Offering will be effective, which period will not exceed 27 months beginning
with the Offering Date, and the substance of the provisions contained in
Sections 5 through 8, inclusive. 

2








      
(b) The
Board will have the discretion to structure an Offering so that if the Fair
Market Value of a share of Common Stock on any Purchase Date within that
Offering is less than or equal to the Fair Market Value of a share of Common
Stock on the Offering Date for that Offering, then (i) that Offering will
terminate immediately following the purchase of shares of Common Stock on such
Purchase Date, and (ii) the Participants in such terminated Offering will be
automatically enrolled in a new Offering beginning on the first Trading Day
following such Purchase Date.

5. Eligibility.

      
(a) Purchase Rights may be granted only to Employees of the Company or, as
the Board may designate in accordance with Section 2(b), to Employees of a
Related Corporation. Except as provided in Section 5(b), an Employee will not be
eligible to be granted Purchase Rights unless, on the Offering Date, the
Employee has been in the employ of the Company or the Related Corporation, as
the case may be, for such continuous period preceding such Offering Date as the
Board may require, but in no event will the required period of continuous
employment be equal to or greater than two years. In addition, the Board may
provide that no Employee will be eligible to be granted Purchase Rights under
this Plan unless, on the Offering Date, such Employee’s customary employment
with the Company or the Related Corporation is more than 20 hours per week and
more than five months per calendar year or such other criteria as the Board may
determine consistent with Section 423 of the Code. 

      
(b) The
Board may provide that each person who, during the course of an Offering, first
becomes an Eligible Employee will, on a date or dates specified in the Offering
which coincides with the day on which such person becomes an Eligible Employee
or which occurs thereafter, receive a Purchase Right under that Offering, which
Purchase Right will thereafter be deemed to be a part of that Offering. Such
Purchase Right will have the same characteristics as any Purchase Rights
originally granted under that Offering, as described herein, except that:


             
(i) the
date on which such Purchase Right is granted will be the “Offering Date” of such
Purchase Right for all purposes, including determination of the exercise price
of such Purchase Right; 

             
(ii) the period of the Offering with respect to such Purchase Right will begin
on its Offering Date and end coincident with the end of such Offering; and


             
(iii) the Board may provide that if such person first becomes an Eligible
Employee within a specified period of time before the end of the Offering, he or
she will not receive any Purchase Right under that Offering. 

      
(c) No
Employee will be eligible for the grant of any Purchase Rights if, immediately
after any such Purchase Rights are granted, such Employee owns stock possessing
five percent (5%) or more of the total combined voting power or value of all
classes of stock of the Company or of any Related Corporation. For purposes of
this Section 5(c), the rules of Section 424(d) of the Code will apply in
determining the stock ownership of any Employee, and stock which such Employee
may purchase under all outstanding Purchase Rights and options will be treated
as stock owned by such Employee. 

      
(d) As
specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted
Purchase Rights only if such Purchase Rights, together with any other rights
granted under all Employee Stock Purchase Plans of the Company and any Related
Corporations, do not permit such Eligible Employee’s rights to purchase stock of
the Company or any Related Corporation to accrue at a rate which exceeds $25,000
of Fair Market Value of such stock (determined at the time such rights are
granted, and which, with respect to this Plan, will be determined as of their
respective Offering Dates) for each calendar year in which such rights are
outstanding at any time. In all cases, this $25,000 limit will be determined in
accordance with regulations applicable under Section 423(b)(8) of the Code. In
particular, this limit will be determined based on (i) the number of shares
previously purchased with respect to such calendar years pursuant to such
Offering or any other Offering under this Plan, and pursuant to any other
Company or Related Corporation plans intended to qualify as an employee stock
purchase plan under Section 423 of the Code, and (ii) the number of shares
subject to other Purchase Rights outstanding on the Offering Date for such
Offering pursuant to this Plan and any other such Company or Related Corporation
plan intended to qualify as an Employee Stock Purchase Plan. 

3








      
(e) Officers of the Company and any designated Related Corporation, if they
are otherwise Eligible Employees, will be eligible to participate in Offerings
under this Plan. Notwithstanding the foregoing, the Board may provide in an
Offering that Employees who are highly compensated Employees within the meaning
of Section 423(b)(4)(D) of the Code will not be eligible to participate.


6. Purchase Rights; Purchase
Price. 

      
(a) On
each Offering Date, each Eligible Employee, pursuant to an Offering made under
this Plan, will be granted a Purchase Right to purchase up to that number of
shares of Common Stock purchasable either with a percentage or with a maximum
dollar amount, as designated by the Board, but in either case not exceeding 10%
of such Employee’s earnings (as defined by the Board in each Offering) during
the period that begins on the Offering Date (or such later date as the Board
determines for a particular Offering) and ends on the date stated in the
Offering, which date will be no later than the end of the Offering. 

       Notwithstanding the
foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code,
the Board may specify that a Participant’s Contribution rate will be decreased
to 0% of the Participant’s earnings at such time during any Offering which is
scheduled to end during the current calendar year that the aggregate of all
Contributions accumulated with respect to such Offering and any other Offering
ending within the same calendar year equal $21,250. 

      
(b) The
Board will establish one or more Purchase Dates during an Offering on which
Purchase Rights granted for that Offering will be exercised and shares of Common
Stock will be purchased in accordance with such Offering. 

      
(c) In
connection with each Offering made under this Plan, the Board may specify (i) a
maximum number of shares of Common Stock that may be purchased by any
Participant on any Purchase Date during such Offering, (ii) a maximum aggregate
number of shares of Common Stock that may be purchased by all Participants
pursuant to such Offering and/or (iii) a maximum aggregate number of shares of
Common Stock that may be purchased by all Participants on any Purchase Date
during such Offering. If the aggregate purchase of shares of Common Stock
issuable upon exercise of Purchase Rights granted under such Offering would
exceed any such maximum aggregate number, then, in the absence of any Board
action otherwise, a pro rata (based on each Participant’s accumulated
Contributions) allocation of the shares of Common Stock available will be made
in as nearly a uniform manner as will be practicable and equitable. 

4








      
(d) The
purchase price of shares of Common Stock acquired pursuant to Purchase Rights
will be not less than the lesser of: 

             
(i) an
amount equal to 85% of the Fair Market Value of the shares of Common Stock on
the Offering Date; or 

             
(ii) an
amount equal to 85% of the Fair Market Value of the shares of Common Stock on
the applicable Purchase Date. 

7. Participation; Withdrawal;
Termination.

      
(a) An
Eligible Employee may elect to authorize payroll deductions as the means of
making Contributions by completing and delivering to the Company, within the
time specified in the Offering, an enrollment form provided by the Company. The
enrollment form will specify the amount of Contributions not to exceed the
maximum amount specified by the Board. Each Participant’s Contributions will be
credited to a bookkeeping account for such Participant under this Plan and will
be deposited with the general funds of the Company except where applicable law
requires that Contributions be deposited with a third party. If permitted in the
Offering, a Participant may begin such Contributions with the first payroll
occurring on or after the Offering Date (or, in the case of a payroll date that
occurs after the end of the prior Offering but before the Offering Date of the
next new Offering, Contributions from such payroll will be included in the new
Offering). If permitted in the Offering, a Participant may thereafter decrease
(including to zero) or increase his or her Contributions. If specifically
provided in the Offering, in addition to making Contributions by payroll
deductions, a Participant may make Contributions through payment by cash or
check prior to a Purchase Date. 

      
(b) During an Offering, a Participant may cease making Contributions and
withdraw from the Offering by delivering to the Company a withdrawal form
provided by the Company. The Company may impose a deadline before a Purchase
Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in
that Offering will immediately terminate and the Company will distribute to such
Participant all of his or her accumulated but unused Contributions without
interest. A Participant’s withdrawal from that Offering will have no effect upon
his or her eligibility to participate in any other Offerings under this Plan,
but such Participant will be required to deliver a new enrollment form to
participate in subsequent Offerings. 

      
(c) Purchase Rights granted pursuant to any Offering under this Plan will
terminate immediately if the Participant either (i) is no longer an Employee for
any reason or for no reason (subject to any post-employment participation period
required by law) or (ii) is otherwise no longer eligible to participate in such
Offering. For purposes of the foregoing, a Participant will be treated as an
Employee while the Participant is on military leave, sick leave or other bona
fide leave of absence agreed to in writing by the Company or a Related
Corporation, if applicable, if the period of such leave does not exceed three
months, or if longer, so long as the Participant’s right to reemployment with
the Company or a Related Corporation, if applicable, upon the expiration of such
leave is provided either by statute or by contract. The Company will distribute
to such individual all of his or her accumulated but unused Contributions
without interest. 

      
(d) During a Participant’s lifetime, Purchase Rights will be exercisable only
by such Participant. Purchase Rights are not transferable by a Participant,
except by will, by the laws of descent and distribution, or, if permitted by the
Company, by a beneficiary designation as described in Section 11.

5








      
(e) Unless otherwise specified in the Offering, the Company will have no
obligation to pay interest on Contributions. 

8. Exercise of Purchase
Rights.

      
(a) On
each Purchase Date, each Participant’s accumulated Contributions will be applied
to the purchase of shares of Common Stock, up to the maximum number of shares of
Common Stock permitted by this Plan and the applicable Offering, at the purchase
price specified in the Offering. No fractional shares will be issued unless
specifically provided for in the Offering. 

      
(b) In
any Offering, if any amount of accumulated Contributions remains in a
Participant’s account after the purchase of shares of Common Stock on the final
Purchase Date within such Offering, and such remaining amount is less than the
amount required to purchase one share of Common Stock on the final Purchase Date
of such Offering, then such remaining amount will be held in such Participant’s
account for the purchase of shares of Common Stock under the next Offering under
this Plan, unless such Participant withdraws from or is not eligible to
participate in such Offering, in which case such amount will be distributed to
such Participant after the final Purchase Date without interest. If the amount
of Contributions remaining in a Participant’s account after the purchase of
shares of Common Stock is at least equal to the amount required to purchase one
whole share of Common Stock on the final Purchase Date of an Offering, then such
remaining amount will not roll over to the next Offering and will instead be
distributed in full to such Participant after the final Purchase Date of such
Offering without interest. 

      
(c) No
Purchase Rights may be exercised to any extent unless the shares of Common Stock
to be issued upon such exercise under this Plan are covered by an effective
registration statement pursuant to the Securities Act and this Plan is in
material compliance with all applicable federal, state, foreign and other
securities and other laws applicable to this Plan. If, on a Purchase Date, the
shares of Common Stock are not so registered or this Plan is not in such
compliance, no Purchase Rights will be exercised on such Purchase Date, and the
Purchase Date will be delayed until the shares of Common Stock are subject to
such an effective registration statement and this Plan is in material
compliance, except that the Purchase Date will in no event be more than 6 months
from the Offering Date. If, on the Purchase Date, as delayed to the maximum
extent permissible, the shares of Common Stock are not registered and this Plan
is not in material compliance with all applicable laws, no Purchase Rights will
be exercised and all accumulated but unused Contributions will be distributed to
the Participants without interest. 

9. Other
Restrictions.

      
(a) The
Board may provide that any shares of Common Stock issued to a Participant under
this Plan will be precluded from trading in an open market transaction for one
year following the Purchase Date of such shares, and in such case, certificates
evidencing such shares will bear a restrictive legend reflecting such
restriction. 

6








      
(b) The terms and conditions of Purchase
Rights granted under this Plan to, and the purchase of Shares of Common Stock
by, persons subject to Section 16 of the Exchange Act will comply with the
applicable provisions of Rule 16b-3. This Plan will be deemed to contain, and
such Purchase Rights will contain, and the shares of Common Stock issued upon
exercise thereof will be subject to, such additional conditions and restrictions
as may be required by Rule 16b-3 to qualify for the maximum exemption from
Section 16 of the Exchange Act with respect to Plan transactions. 

10. Covenants of the
Company. 

       The Company will
seek to obtain from each federal, state, foreign or other regulatory commission
or agency having jurisdiction over this Plan such authority as may be required
to grant Purchase Rights and issue and sell shares of Common Stock thereunder.
If, after commercially reasonable efforts, the Company is unable to obtain the
authority that counsel for the Company deems necessary for the grant of Purchase
Rights or the lawful issuance and sale of Common Stock under this Plan, and at a
commercially reasonable cost, the Company will be relieved from any liability
for failure to grant Purchase Rights and/or to issue and sell Common Stock upon
exercise of such Purchase Rights. 

11. DESIGNATION OF BENEFICIARY.


      
(a) The
Company may, but is not obligated to, permit a Participant to submit a form
designating a beneficiary who will receive any shares of Common Stock and/or
Contributions from the Participant’s account under this Plan if the Participant
dies before such shares and/or Contributions are delivered to the Participant.
If a Participant is married and the designated beneficiary is not the
Participant’s spouse, the Company may require spousal consent for such
designation to be effective. The Company may, but is not obligated to, permit
the Participant (subject to spousal consent, if applicable and required by the
Company) to change such designation of beneficiary. Any such designation and/or
change must be on a form approved by the Company. 

      
(b) If
a Participant dies, and in the absence of a valid beneficiary designation, the
Company will deliver any shares of Common Stock and/or Contributions to the
executor or administrator of the estate of the Participant. If no executor or
administrator has been appointed (to the knowledge of the Company), the Company,
in its sole discretion, may deliver such shares of Common Stock and/or
Contributions to the Participant’s spouse, dependents or relatives, or if no
spouse, dependent or relative is known to the Company, then to such other person
as the Company may designate. 

12. Adjustments upon Changes in
Common Stock; Corporate Transactions.

      
(a) In
the event of a Capitalization Adjustment, the Board will appropriately and
proportionately adjust: (i) the class(es) and maximum number of securities
subject to this Plan pursuant to Section 3(a); (ii) the class(es) and number of
securities subject to, and the purchase price applicable to outstanding
Offerings and Purchase Rights; and (iii) the class(es) and number of securities
that are the subject of the purchase limits under each ongoing Offering. The
Board will make these adjustments, and its determination will be final, binding
and conclusive. 

      
(b) In
the event of a dissolution or liquidation of the Company, all Offerings under
this Plan will terminate immediately prior to the consummation of such
dissolution or liquidation, unless otherwise provided by the Board. 

7








      
(c) In
the event of a Corporate Transaction, each outstanding Purchase Right under this
Plan will be assumed or an equivalent right will be substituted for such
Purchase Right by the successor corporation (or a parent or subsidiary of such
successor corporation), unless the Board determines, in the exercise of its sole
discretion and in lieu of such assumption or substitution, to shorten any
Offerings then in progress by setting a new Purchase Date prior to the Corporate
Transaction (the “New Purchase
Date”). If the Board sets a new Purchase
Date pursuant to the preceding sentence, then (i) the Board will notify each
Participant in writing, at least 10 days prior to the New Purchase Date, that
the Purchase Date for such Participant’s outstanding Purchase Rights has been
changed to the New Purchase Date, (ii) such Participant’s accumulated
Contributions will be used to purchase shares of Common Stock automatically on
the New Purchase Date under such Purchase Rights, unless the Participant
withdraws from the applicable Offering prior to the New Purchase Date in
accordance with Section 7(b), and (iii) such Purchase Rights will terminate
immediately after such purchase. 

       For purposes of
this Section 12(c), a Purchase Right granted under this Plan will be deemed to
be assumed if, following the Corporate Transaction, the Purchase Right confers
the right to purchase, for each share of Common Stock subject to the Purchase
Right immediately prior to the Corporate Transaction, the same consideration
(whether stock, cash or other securities or property) received in the Corporate
Transaction by holders of Common Stock for each share of Common Stock held on
the effective date of the Corporate Transaction (and if such holders were
offered a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding shares of Common Stock);
provided, however, that if such consideration received in the Corporate Transaction was
not solely common stock of the successor corporation or its parent (as defined
in Section 424(e) of the Code), the Board may, with the consent of the successor
corporation and the Participant, provide for the consideration to be received
upon exercise of the Purchase Right to be solely common stock of the successor
corporation or its parent equal in fair market value to the per share
consideration received by holders of Common Stock in the Corporate
Transaction.

13. Amendment, Termination or
Suspension of this Plan.

      
(a) The
Board may amend this Plan at any time in any respect the Board deems necessary
or advisable. However, except as provided in Section 12(a) relating to
Capitalization Adjustments, stockholder approval will be required for any
amendment of this Plan for which stockholder approval is required by applicable
law or listing requirements, including any amendment that either (i) materially
increases the number of shares of Common Stock available for issuance under this
Plan, (ii) materially expands the class of individuals eligible to become
Participants and receive Purchase Rights, (iii) materially increases the
benefits accruing to Participants under this Plan or materially reduces the
price at which shares of Common Stock may be purchased under this Plan, (iv)
materially extends the term of this Plan, or (v) expands the types of awards
available for issuance under this Plan, but in each of (i) through (v) above,
only to the extent stockholder approval is required by applicable law or listing
requirements. 

      
(b) The
Board may suspend or terminate this Plan at any time. No Purchase Rights may be
granted under this Plan while this Plan is suspended or after it is terminated.


      
(c) Any
benefits, privileges, entitlements and obligations under any outstanding
Purchase Rights granted before an amendment, suspension or termination of this
Plan will not be materially impaired by any such amendment, suspension or
termination except (i) with the consent of the person to whom such Purchase
Rights were granted, (ii) as necessary to comply with any laws, listing
requirements, or governmental regulations (including, without limitation, the
provisions of Section 423 of the Code and the regulations and other interpretive
guidance issued thereunder relating to Employee Stock Purchase Plans) including,
without limitation, any such regulations or other guidance that may be issued or
amended after the date this Plan is adopted by the Board, or (iii) as necessary
to obtain or maintain favorable tax, listing, or regulatory
treatment. 

8








       Notwithstanding
anything in this Plan or any Offering Document to the contrary, the Board will
be entitled to: (i) establish the exchange ratio applicable to amounts withheld
in a currency other than U.S. dollars; (ii) permit payroll withholdings in
excess of the amount designated by a Participant in order to adjust for mistakes
in the Company’s processing of properly completed Contribution elections; (iii)
establish reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase of
Common Stock for each Participant properly correspond with amounts withheld from
the Participant’s Contributions; (iv) amend any outstanding Purchase Rights or
clarify any ambiguities regarding the terms of any Offering to enable the
Purchase Rights to qualify under and/or comply with Section 423 of the Code; and
(v) establish other limitations or procedures as the Board determines in its
sole discretion advisable that are consistent with this Plan. The actions of the
Board pursuant to this paragraph will not be considered to alter or impair any
Purchase Rights granted under an Offering as they are part of the initial terms
of each Offering and the Purchase Rights granted under each Offering.


14. Effective Date of
Plan.

       This Plan will
become effective on the date of the annual meeting of stockholders of the
Company held in 2014, provided this Plan is approved by the Company’s
stockholders at such meeting. No Purchase Rights will be exercised unless and
until this Plan has been approved by the stockholders of the Company, which
approval must be within 12 months before or after the date this Plan is adopted
(or if required under Section 13(a) above, materially amended) by the
Board.

15. Miscellaneous
Provisions.

      
(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase
Rights will constitute general funds of the Company. 

      
(b) A
Participant will not be deemed to be the holder of, or to have any of the rights
of a holder with respect to, shares of Common Stock subject to Purchase Rights
unless and until the Participant’s shares of Common Stock acquired upon exercise
of Purchase Rights are recorded in the books of the Company (or its transfer
agent). 

      
(c) This Plan and Offering do not constitute an employment contract. Nothing
in this Plan or in the Offering will in any way alter the at will nature of a
Participant’s employment or be deemed to create in any way whatsoever any
obligation on the part of any Participant to continue in the employ of the
Company or a Related Corporation, or on the part of the Company or a Related
Corporation to continue the employment of a Participant. 

      
(d) The
provisions of this Plan will be governed by the laws of the State of Delaware
without resort to that state’s conflicts of laws rules. 

9








16. Definitions.

       As used in this
Plan, the following definitions will apply to the capitalized terms indicated
below: 

      
(a) “Board” means the Board of Directors of the Company. 

      
(b) “Capitalization
Adjustment” means any change that is made
in, or other events that occur with respect to, the Common Stock subject to this
Plan or subject to any Purchase Right after the date this Plan is adopted by the
Board without the receipt of consideration by the Company through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, large nonrecurring cash
dividend, stock split, liquidating dividend, combination of shares, exchange of
shares, change in corporate structure or other similar equity restructuring
transaction, as that term is used in Financial Accounting Standards Board
Accounting Standards Codification Topic 718 (or any successor thereto).
Notwithstanding the foregoing, the conversion of any convertible securities of
the Company will not be treated as a Capitalization Adjustment. 

      
(c) “Code” means the Internal Revenue Code of 1986, as amended, including any
applicable regulations and guidance thereunder. 

      
(d) “Committee” means a committee of one or more Directors to whom authority
has been delegated by the Board in accordance with Section 2(c). 

      
(e) “Common Stock” means the common stock of the Company. 

      
(f) “Company” means Geron Corporation, a Delaware corporation. 

      
(g) “Contributions” means the payroll
deductions and other additional payments specifically provided for in the
Offering that a Participant contributes to fund the exercise of a Purchase
Right. A Participant may make additional payments into his or her account if
specifically provided for in the Offering, and then only if the Participant has
not already had the maximum permitted amount withheld during the Offering
through payroll deductions. 

      
(h) “Corporate
Transaction” means the consummation, in a
single transaction or in a series of related transactions, of any one or more of
the following events: 

             
(i) a
sale or
other disposition of all or substantially all, as determined by the Board in its
sole discretion, of the consolidated assets of the Company and its Related
Corporations; 

             
(ii) a
sale or other disposition of at least 90% of the outstanding securities of the
Company; 

             
(iii) a
merger, consolidation or similar transaction following which the Company is not
the surviving corporation; or 

             
(iv) a
merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger, consolidation or similar transaction are converted or
exchanged by virtue of the merger, consolidation or similar transaction into
other property, whether in the form of securities, cash or
otherwise. 

10








      
(i) “Director” means a member of the Board. 

      
(j) “Eligible
Employee” means an Employee who meets the
requirements set forth in the document(s) governing the Offering for eligibility
to participate in the Offering, provided that such Employee also meets the
requirements for eligibility to participate set forth in this Plan. 

      
(k) “Employee” means any person, including an Officer or Director, who is
“employed” for purposes of Section 423(b)(4) of the Code by the Company or a
Related Corporation. However, service solely as a Director, or payment of a fee
for such services, will not cause a Director to be considered an “Employee” for
purposes of this Plan.

      
(l) “Employee Stock Purchase
Plan”
means a plan that grants Purchase Rights
intended to be options issued under an “employee stock purchase plan,” as that
term is defined in Section 423(b) of the Code. 

      
(m) “Exchange Act” means the Securities Exchange Act of 1934, as amended and the
rules and regulations promulgated thereunder. 

      
(n) “Fair Market
Value” means, as of any date, the value
of the Common Stock determined as follows: 

             
(i) If
the Common Stock is listed on any established stock exchange or traded on any
established market, the Fair Market Value of a share of Common Stock will be the
closing sales price for such stock as quoted on such exchange or market (or the
exchange or market with the greatest volume of trading in the Common Stock)
on the date of
determination, as reported in such source
as the Board deems reliable. Unless otherwise provided by the Board, if there is
no closing sales price for the Common Stock on the date of determination, then
the Fair Market Value will be the closing sales price on the last preceding date
for which such quotation exists. 

             
(ii) In
the absence of such markets for the Common Stock, the Fair Market Value will be
determined by the Board in good faith in compliance with applicable laws and in
a manner that complies with Section 409A of the Code. 

      
(o) “Offering” means the grant to Eligible Employees of Purchase Rights, with
the exercise of those Purchase Rights automatically occurring at the end of one
or more Purchase Periods. The terms and conditions of an Offering will generally
be set forth in the “Offering
Document” approved by the Board for that
Offering. 

      
(p) “Offering Date” means a date selected by the Board for an Offering to
commence. 

      
(q) “Officer” means a person who is an officer of the Company or a Related
Corporation within the meaning of Section 16 of the Exchange Act. 

      
(r) “Participant” means an Eligible Employee who holds an outstanding Purchase
Right. 

11








      
(s) “Plan” means this Geron Corporation 2014 Employee Stock Purchase Plan.


      
(t) “Purchase Date” means one or more dates during an Offering selected by the
Board on which Purchase Rights will be exercised and on which purchases of
shares of Common Stock will be carried out in accordance with such
Offering. 

      
(u) “Purchase Period” means a period of time specified within an Offering,
generally beginning on the Offering Date or on the first Trading Day following a
Purchase Date, and ending on a Purchase Date. An Offering may consist of one or
more Purchase Periods. 

      
(v) “Purchase Right” means an option to purchase shares of Common Stock granted
pursuant to this Plan. 

      
(w) “Related
Corporation” means any “parent corporation” or
“subsidiary corporation” of the Company whether now or subsequently established,
as those terms are defined in Sections 424(e) and (f), respectively, of the
Code. 

      
(x) “Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act or any
successor to Rule 16b-3, as in effect from time to time. 

      
(y) “Securities Act” means the Securities Act of 1933, as amended. 

      
(z) “Trading Day” means any day on which the exchange(s) or market(s) on which
shares of Common Stock are listed, including but not limited to the NYSE, the
Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market
or any successors thereto, is open for trading. 

12