EMPLOYMENT AGREEMENTEmployment Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • California
This Employment Agreement (“Agreement”) is made effective as of January 31, 2013 (the “Effective Date”), by and between Stephen M. Kelsey (“Executive”) and Geron Corporation, a Delaware corporation (the “Company”).
GERON CORPORATION RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • California
Pursuant to the Restricted Stock Grant Notice (“Grant Notice”) and this Restricted Stock Award Agreement (“Agreement”), Geron Corporation (the “Company”) has awarded you (“Holder”) the right to acquire shares of Common Stock from the Company pursuant to Section 12 of the Company’s 2002 Equity Incentive Plan (the “Plan”) for the number of shares indicated in the Grant Notice (collectively, the “Award”). The Award is granted in exchange for past or future services to be rendered by you to the Company or an Affiliate. In the event additional consideration is required by law so that the Common Stock acquired under this Agreement is deemed fully paid and nonassessable, the Company’s Board of Directors shall determine the amount and character of such additional consideration to be paid. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.
GERON CORPORATION PERFORMANCE-BASED RESTRICTED STOCK AWARD AGREEMENTPerformance-Based Restricted Stock Award Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • California
Pursuant to the Performance-Based Restricted Stock Grant Notice (“Grant Notice”) and this Performance-Based Restricted Stock Award Agreement (“Agreement”), Geron Corporation (the “Company”) has awarded you (“Holder”) the right to acquire shares of Common Stock from the Company pursuant to Section 12 of the Company’s 2002 Equity Incentive Plan (the “Plan”) for the number of shares indicated in the Grant Notice (collectively, the “Award” or “Performance-Based Award”). The Performance-Based Award is granted in exchange for past or future services to be rendered by you to the Company or a Subsidiary. In the event additional consideration is required by law so that the Common Stock acquired under this Agreement is deemed fully paid and nonassessable, the Board shall determine the amount and character of such additional consideration to be paid. Capitalized terms not otherwise defined in this Agreement shall have the meanings set forth in the Plan.
GERON CORPORATIONStock Option Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • California
FIRST AMENDMENT TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • New York
THIS FIRST AMENDMENT (the “First Amendment”) to the Exclusive License Agreement by and between GERON CORPORATION, a corporation organized and existing under the laws of Delaware and having its principal place of business at 230 Constitution Drive, Menlo Park, CA 94026 (“Geron”) and ANGIOCHEM, INC., a corporation organized and existing under the laws of Canada and having its principal place of business at 201, President-Kennedy Ave., Suite PK-R220, Montreal, Quebec, H2X 3Y7 Canada (“Angiochem”), is made effective February 22, 2011 (the “First Amendment Effective Date”). Capitalized terms used in this First Amendment that are not otherwise defined herein shall have the meanings provided therefor in the Agreement.
TRANSITION AND SEPARATION AGREEMENTTransition and Separation Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • California
This Transition and Separation Agreement (the “Agreement”) is made effective as of the eighth (8th) day following the date Executive signs this Agreement (the “Effective Date”) by and between Graham Cooper (“Executive”) and Geron Corporation (the “Company”), with reference to the following facts:
GERON CORPORATION STOCK OPTION AGREEMENTStock Option Agreement • March 15th, 2013 • Geron Corp • Pharmaceutical preparations • Delaware
*[4. Dates of Exercise. This Option shall become exercisable for the Option Shares in one or more installments as is specified in the Grant Notice. As the Option becomes exercisable in one or more installments, the installments shall accumulate and the Option shall remain exercisable
